EARNINGS PER SHARE

12 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 23. EARNINGS PER SHARE

Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):

	Year ended June 30,
	2014		2013		2012
Net income attributable to CACI	$	135,316	$	151,689	$	167,454
Weighted-average number of basic shares outstanding during the period		23,429		23,010		27,077
Dilutive effect of SSARs/stock options and RSUs/restricted shares after application of treasury stock method		441		743		879
Dilutive effect of the Notes		1,285		132		111
Dilutive effect of accelerated share repurchase agreement		—		—		44
Weighted-average number of diluted shares outstanding during the period		25,155		23,885		28,111
Basic earnings per share	$	5.78	$	6.59	$	6.18
Diluted earnings per share	$	5.38	$	6.35	$	5.96

The total number of weighted-average common stock equivalents excluded from the diluted per share computations due to their anti-dilutive effects for the years ended June 30, 2013 and 2012, were seventeen thousand and 0.7 million, respectively. There were no such effects for the year ended June 30, 2014 because the Company’s average stock price exceeded the exercise price of all shares outstanding. The calculation of diluted earnings per share for the year ended June 30, 2014 includes the shares underlying the performance-based RSUs granted in September 2013, September 2011 and September 2010. The shares underlying the performance-based RSUs granted in September 2012 are excluded in the calculation of diluted earnings per share for the years ended June 30, 2014 and 2013, as the NATP performance metric associated with the shares was not met and no shares were issued under this grant. On May 1, 2014 the Company issued 1.4 million shares of common stock in accordance with the Notes and received 1.4 million shares of our common stock pursuant to the terms of the call option hedge transaction. The contingently issuable shares that may have resulted from the conversion of the Notes were included in the Company’s diluted share count for the fiscal years ended June 30, 2014, 2013 and 2012 because the Company’s average stock price during the first, second, and third quarters of the year ended June 30, 2014, during the first, third and fourth quarters of the year ended June 30, 2013, and during the third quarter of the year ended June 30, 2012 was above the conversion price of $54.65 per share. The contingently issuable shares that may result from the maturity of the Warrants were included in the computation of diluted earnings per share because the Company’s average stock price during the second, third, and fourth quarters of the year ended June 30, 2014 was greater than the Warrants’ exercise price of $68.31. The Warrants were excluded from the computation of the Company’s diluted earnings per share for the years ended June 30, 2013 and 2012 because the Warrants’ exercise price was greater than the average market price of a share of Company common stock.

On August 29, 2011, the Company entered into an accelerated share repurchase agreement with Bank of America N.A. (BofA) under which it paid an initial $209.7 million for four million shares of the Company’s common stock. The Company settled the accelerated share repurchase agreement in May 2012 by paying BofA an additional $16.3 million. The Company recorded the total amount paid to BofA of $226.0 million as treasury stock in its consolidated balance sheet as of June 30, 2012. This represents an average price of $56.51 per share under the accelerated share repurchase agreement.

In June 2012, the Company’s Board of Directors approved a share repurchase program of up to four million shares of CACI’s common stock. The Company entered into two 10b5-1 plans under which the Company repurchased two million shares of CACI’s common stock in June 2012 and two million shares of CACI’s common stock in July 2012, at an average price of $53.72 per share.

Shares outstanding during the year ended June 30, 2013 and 2012, reflect the repurchase of shares of CACI’s common stock under the accelerated share repurchase agreement and the 10b5-1 plans described above.