caci-8k_20161231.htm

We have audited the accompanying statements of net assets available for benefits of CACI $MART Plan as of December 31, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of CACI $MART Plan at December 31, 2016 and 2015, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of CACI $MART Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

	December 31,
	2016		2015
Assets
Investments, at fair value	$	1,334,010	$	1,200,694
Receivables:
Contributions receivable – employer		6,025		5,374
Contributions receivable – participants		4,692		3,958
Notes receivable – participants		18,078		18,271
Total receivables		28,795		27,603
Net assets available for benefits	$	1,362,805	$	1,228,297

	For the Years Ended
	December 31,
	2016		2015
Additions
Investment income:
Interest and dividends	$	9,716	$	18,028
Net appreciation in fair value of investments		80,063		10,339
Total investment income		89,779		28,367
Interest income on notes receivable from participants		740		744
Contributions:
Participant		102,189		89,229
Employer		25,798		22,615
Rollover		37,438		16,778
Total contributions		165,425		128,622
Total additions		255,944		157,733
Deductions
Benefits paid to participants		140,526		131,777
Administrative expenses		1,058		1,152
Total deductions		141,584		132,929
Transfers from other plans		20,148		-
Net increase		134,508		24,804
Net assets available for benefits:
Beginning of year		1,228,297		1,203,493
End of year	$	1,362,805	$	1,228,297

The following description of the CACI $MART Plan (the Plan), which is sponsored and administered by CACI International Inc (the Company or Plan Sponsor), provides only general information about various terms, conditions and features of the Plan. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan was adopted on September 1, 1985, as a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has both a 401(k) and a profit-sharing feature. Company matching 401(k) and any profit-sharing contributions are made at the discretion of the Plan Sponsor. All contributions to the Plan are maintained in a trust fund consisting of separate accounts identifiable by individual participant.

During 2016, certain 401(k) assets from the 2013 acquisition of Six3 Systems Holdings II, Inc., totaling $20.1 million, were transferred into the Plan.

In general, employees of the Plan Sponsor and its participating subsidiaries who are U.S. citizens or residents, regardless of age, are eligible to participate.

Participants can elect to contribute up to 75% of their annual compensation in any combination of before-tax and after-tax (Roth) contributions subject to the Internal Revenue Service (IRS) maximum. Participants who are age 50 and older by each Plan year-end date have the opportunity to defer an additional amount up to the annual catch-up contribution limits as outlined under the Economic Growth and Tax Relief Reconciliation Act of 2001.

Participants may also contribute amounts representing distributions or transfers from other qualified defined benefit plans or defined contribution plans.

The Company makes matching contributions to eligible employees in an amount equal to 50% of the first 6% of pre‑tax compensation deferred by eligible participants, subject to federal limits. Participants must be employed on the last day of the Plan year to be eligible for matching contributions. In addition, certain employees are not eligible for matching contributions.

The Company also may elect to make annual discretionary profit-sharing contributions for all participants based on annual financial results. There were no discretionary profit-sharing contributions during the years ended December 31, 2016 and 2015.

All participants vest immediately in their salary deferral contributions and the investment earnings thereon, and vest in the Company matching and discretionary profit-sharing contributions, and the investment earnings thereon, based on years of continuous service. Participants become 100% vested in Company matching and profit-sharing contributions after three years of continuous service.

The Plan establishes and maintains a separate account in the name of each individual participant. Participant accounts are credited with participant salary deferral contributions, Company matching contributions, and allocations of (1) any discretionary profit-sharing contributions and (2) Plan investment earnings. Participant accounts are reduced by an allocation of Plan administrative expenses. Allocation of profit sharing contributions are based on participants’ annual compensation, and allocations of Plan investment earnings are based on participant account balances.

The benefit to which a participant is entitled is the amount that can be provided from the participant’s vested account.

Participants direct the investment of their contributions, and Plan Sponsor contributions, into any of the investment options offered by the Plan, and may change their investment options daily.

The Company is responsible for the overall administration of the Plan. T. Rowe Price Trust Company serves as trustee and custodian of the Plan, and T. Rowe Price Retirement Plan Services, Inc. provides investment management and recordkeeping services. As provided by the Plan document, administrative expenses of the Plan may be funded by the Plan or paid by the Plan Sponsor. Origination fees for loans made to participants are funded by individual account assets of the participant originating the loan.

During each of the years ended December 31, 2016 and 2015, the Plan funded administrative expenses of $1.1 million and $1.2 million, respectively. The Plan Sponsor paid all other administrative expenses.

The Plan allows participants to borrow against their vested account balances. The minimum loan amount is $1,000, and the maximum is the lesser of 50% of the vested balance of the participant’s account or $50,000, reduced by the highest outstanding balance of any loan during the preceding 12 months. Participants are permitted to have only one loan outstanding at a time.

Loan terms may be up to five years unless the borrowings are made to finance the purchase of a primary residence, in which case the term of the loan may be over a reasonable period of time that may exceed five years. Payments of interest and outstanding principal are made primarily through automatic payroll deductions.

Interest is charged over the term of the loan at the prime rate plus 1%, based on the rate on the last business day of the month prior to the month in which the loan is made. Outstanding loan balances are secured by vested participant account balances.

If a participant terminates employment with the Company, they may repay their loan in full prior to initiating a distribution or they may continue to make loan payments via ACH arrangement. If the loan is defaulted the participant’s distribution will be reduced by the amount of the outstanding loan.

Upon a participant’s retirement, disability, or termination for other reasons, the normal forms of benefit for all participants, other than those whose pension account merged into the Plan in 1997, are lump sum or installment cash payments. For pension accounts that were merged into the Plan in 1997, the normal form of benefit is a joint and survivor annuity for a married participant or a single life annuity for a single participant. Alternative forms of distribution for this group include lump sum or installment cash payments or the purchase of a different form of annuity. Distributions to participants who have separated from service and have requested a distribution are made no later than 60 days after their date of termination. Outstanding loan balances that have been applied against these distributions are reported as benefits paid to participants in the accompanying financial statements.

Upon death, a participant’s designated beneficiary will receive a benefit distribution during the same period over which the participant would have received his or her benefit.

In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants experiencing a severe financial hardship, as defined by the Plan. Hardship withdrawals are strictly regulated by the IRS and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.

The financial statements of the Plan have been prepared using the accrual method of accounting in accordance with U.S. Generally Accepted Accounting Principles.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires the Plan Sponsor to make estimates and assumptions that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedules. Actual results could differ from those estimates.

Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Benefit payments made to participants or transferred to another qualified plan at the direction of participants are recorded when paid.

Participant contributions are allocated to participant accounts when the Company remits payroll deductions from eligible Plan participants. Employer contributions are recognized in the period in which they become obligations of the Company. As of December 31, 2016 and 2015, the Plan received $19.9 million and $17.3 million, respectively, of employer contributions that were allocated to participant accounts in January 2017 and January 2016, respectively, based on the matching contribution formula defined by the Plan.

Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. Company matching contributions were reduced by $2.2 million during the years ended December 31, 2016 and 2015, respectively, by the offset of available forfeited balances. At December 31, 2016 and 2015, forfeited non-vested account balances available to offset Company contributions totaled $3.4 million and $3.7 million, respectively.

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

The Plan provides for a number of investment options, primarily in stock and mutual funds and common trust funds with varying investment objectives and underlying security instruments including fixed income and equity securities. These investment securities are exposed to various risks including interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in risks could materially affect participants, account balances and the amounts reported in the accompanying financial statements.

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value (“NAV”) per share practical expedient. It also eliminates certain disclosures for investments measured at fair value using the NAV per share practical expedient. The guidance is effective for entities (other than public business entities) for fiscal years beginning after December 15, 2016 and requires retrospective presentation. The Plan elected to early adopt this standard for the year ended December 31, 2016 and applied the standard retrospectively. Accordingly, investments measured using the NAV per share practical expedient have not been categorized within the fair value hierarchy in Note 3. Other than changes in disclosures, the adoption of this standard did not materially impact the Plan’s financial statements.

In July 2015, the FASB issued ASU 2015-12, Plan Accounting: Defined Contribution Pension Plans (Topic 962), I. Fully Benefit-Responsive Investment Contracts, II. Plan Investment Disclosures, III. Measurement Date Practical Expedient. Part I of the ASU eliminates the requirements to measure the fair value of fully benefit-responsive investment contracts (“FBRICs”) and designates contract value as the only required measure. The ASU also clarifies that indirect investments in FBRICs, such as stable value funds, are not included within the scope of the guidance because these types of investments typically qualify for measuring fair value at the NAV practical expedient. Part II of the ASU eliminates the requirements to disclose (1) individual investments that represent 5% or more of net assets available for benefits and (2) the net appreciation or depreciation in fair value of investments by general type. Part III of the ASU does not apply to the Plan. The guidance is effective for fiscal years beginning after December 15, 2015 and requires retrospective presentation. The Plan adopted this standard for the year ended December 31, 2016. Accordingly, the standard was applied retrospectively resulting in the elimination of the adjustment from fair value to contract value for FBRICs in the Statements of Net Assets Available for Benefits and changes to certain disclosures.

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The Plan follows a fair value hierarchy to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amount of financial assets not measured at fair value on a recurring basis, including participant and employer contributions receivable and participant loans, approximates their fair value.

Investments measured at fair value on a recurring basis consisted of the following types of instruments (in thousands):

		Fair Value at December 31,
	Hierarchy	2016		2015
Mutual funds:
Bond funds	Level 1	$	17,994	$	12,533
Stock funds	Level 1		316,180		295,693
Total mutual funds			334,174		308,226
Participant-directed brokerage accounts	Level 1		2,426		2,278
Company stock	Level 1		47,326		35,391
Common trust funds measured at NAV (1)			950,084		854,799
Total investments measured at fair value		$	1,334,010	$	1,200,694

The Plan did not have any transfers between levels during the years ended December 31, 2016 and 2015.

Mutual funds – Mutual fund investments are valued using quoted market prices listed on nationally recognized securities exchanges.

Company stock – The value of the Plan’s investment in CACI International Inc common stock is based on the closing market price of the Company’s common stock on the last business day of the Plan year.

Participant-directed brokerage accounts – Participant-directed brokerage accounts (Tradelink Investments) are valued using quoted market prices listed on nationally recognized securities exchanges. The participant-directed brokerage accounts allow Plan participants to invest in a wide range of investments that are not available through the Plan’s core investment options, including various publicly-traded securities and exchange-listed closed-end funds, as well as certain open-end mutual funds. These additional investments offer a spectrum of strategies and objectives beyond those available in the core investments of the Plan. Tradelink Investments are administered by Pershing LLC, a subservice organization to T. Rowe Price Retirement Plan Services, Inc.

Common trust funds – Common trust funds are valued based on the net asset value reported by the trust manager as of the financial statement dates, which may reflect recent transaction prices, evaluations based on pricing services or other observable input. The common trust funds are issued by T. Rowe Price and Prudential and hold investments in accordance with stated objectives. These common trust funds include:

Under the trusts’ governing documents, the trustee may require 90 days’ prior written notice before units can be redeemed or withdrawn.

Although it has not expressed any intent to do so, the Plan Sponsor has the right to terminate the Plan subject to the provisions of ERISA. Upon Plan termination, as directed by the Plan Sponsor, participants would become 100% vested in all Plan Sponsor contributions made or due upon the date of termination, and the Trustee would either distribute benefits to participants or deliver the Plan assets to the trustee of another qualified plan.

The Plan has received a determination letter from the Internal Revenue Service (IRS) dated May 30, 2014, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes the Plan, as amended, is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the U.S. require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2013.

Certain Plan investments are managed by, and certain administrative and record-keeping services are provided by, T. Rowe Price Retirement Plan Services, Inc. Also, T. Rowe Price Trust Company serves as trustee of the Plan. Mercer Investment Consulting, Inc. & Mercer (US) Inc. provide investment and monitoring services for the Plan. These affiliated companies qualify as parties-in-interest to the Plan in regard to transactions involving Plan assets, and therefore the management and other fees earned by these companies are done so through transactions to which statutory exemptions apply. The Plan also invests in the common stock of the Company.

Amounts allocated to withdrawing participants are recorded on the IRS Form 5500 Annual Return/Report of Employee Benefit Plan (Form 5500) as benefits that have been processed and approved for payment prior to year-end, but not yet paid as of that date. These amounts are not reported as benefits payable at year-end under U.S. GAAP, and thus are not reflected in the accompanying financial statements.

The following is a reconciliation of net assets available for benefits as of December 31, 2016 and 2015, as reported in the financial statements, to those as reported in the Form 5500 (in thousands):

The following is a reconciliation of benefits paid to participants during the years ended December 31, 2016 and 2015, as reported in the financial statements, to those as reported in the Form 5500 (in thousands):

The following is a reconciliation of the change in net assets available for benefits per the financial statements for the years ended December 31, 2016 and 2015, to the Form 5500 (in thousands):

	Identify of Issuer, Borrower, Lessor or Similar Party	Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value	Cost**	Current Value (in thousands)
	PIMCO Inflation Response Multi-Asset Fund Institution	Mutual Fund		$	1,416
	Vanguard Total Bond Market Index, Institutional	Mutual Fund			16,578
*	T. Rowe Price Financial Services Fund	Mutual Fund			16,126
*	T. Rowe Price Health Sciences Fund	Mutual Fund			65,531
*	T. Rowe Price Media & Telecommunication	Mutual Fund			48,306
*	T. Rowe Price Science & Technology Fund	Mutual Fund			28,390
	Vanguard Institutional Index	Mutual Fund			58,239
	Vanguard Mid-Cap Index, Institutional	Mutual Fund			51,203
	Vanguard Small Cap Index, Institutional	Mutual Fund			15,398
	Vanguard Treasury Money Market Fund	Mutual Fund			23,233
	Vanguard Total International Stock Index, Institutional	Mutual Fund			9,754
	Prudential Core Plus Bond	Common Trust			35,468
*	T. Rowe Price International Growth Equity Trust D	Common Trust			28,599
*	T. Rowe Price Retirement Balance Active Trust B	Common Trust			5,151
*	T. Rowe Price Retirement 2005 Active Trust B	Common Trust			5,822
*	T. Rowe Price Retirement 2010 Active Trust B	Common Trust			18,871
*	T. Rowe Price Retirement 2015 Active Trust B	Common Trust			39,796
*	T. Rowe Price Retirement 2020 Active Trust B	Common Trust			82,791
*	T. Rowe Price Retirement 2025 Active Trust B	Common Trust			98,771
*	T. Rowe Price Retirement 2030 Active Trust B	Common Trust			117,975
*	T. Rowe Price Retirement 2035 Active Trust B	Common Trust			86,723
*	T. Rowe Price Retirement 2040 Active Trust B	Common Trust			91,724
*	T. Rowe Price Retirement 2045 Active Trust B	Common Trust			62,267
*	T. Rowe Price Retirement 2050 Active Trust B	Common Trust			31,439
*	T. Rowe Price Retirement 2055 Active Trust B	Common Trust			9,730
*	T. Rowe Price Retirement 2060 Active Trust B	Common Trust			563
*	T. Rowe Price Blue Chip Growth Trust T1	Common Trust			76,855
*	T. Rowe Price U.S. Small-Cap Core Equity Trust D	Common Trust			41,504
*	T. Rowe Price U.S. Value Equity Trust D	Common Trust			27,637
*	T. Rowe Price Stable Value Common Trust Fund	Stable Value Fund			88,398
*	CACI International Inc	Company Stock			47,326
*	Plan Participants	Participant loans (maturing 2017 to 2031 with interest rates of 4.25%-10.50%)			18,078
*	Tradelink Investments (1)	Participant-Directed Brokerage Accounts			2,426
				$	1,352,088

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4

Supplemental Schedule

Schedule H, Line 4i, Schedule of Assets (Held at End of Year)	12

Signature	13

Exhibit

Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm

	December 31,
	2016		2015
Net assets available for benefits per the financial statements	$	1,362,805	$	1,228,297
Adjustment from contract value to fair value for fully benefit-responsive investment contracts (1)		-		66
Less amounts allocated to withdrawing participants		-		(3	)
Net assets available for benefits per the Form 5500	$	1,362,805	$	1,228,360

	2016			2015
Benefits paid to participants as reported in the financial statements	$	140,526		$	131,777
Add amounts allocated to withdrawing participants at end of year		-			3
Less amounts allocated to withdrawing participants at beginning of year		(3	)		-
Benefits paid as reported in the Form 5500	$	140,523		$	131,780

	2016			2015
Net increase in net assets available for benefits per the financial statements	$	134,508		$	24,804
Add adjustment from contract value to fair value for fully benefit-responsive investment contracts at end of year (1)		-			66
Less adjustment from contract value to fair value for fully benefit-responsive investment contracts at beginning of year		(66	)		(1,169	)
Less amounts allocated to withdrawing participants at end of year		-			(3	)
Add amounts allocated to withdrawing participants at beginning of year		3			-
Net increase in assets available for benefits per the Form 5500	$	134,445		$	23,698

	CACI $MART PLAN

Date: June 26, 2017	By:	/s/ Marjorie Bailey
		Marjorie Bailey
		Executive Vice President,
		Human Resources