16058--8/26/2009--CACI_INTERNATIONAL_INC

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{regulation, government, change}

{cost, contract, operation}

{debt, indebtedness, cash}

{customer, product, revenue}

{regulation, change, law}

{tax, income, asset}

{acquisition, growth, future}

{personnel, key, retain}

{capital, credit, financial}

{competitive, industry, competition}

{operation, natural, condition}

{financial, litigation, operation}

{property, intellectual, protect}

{stock, price, operating}

{system, service, information}

{operation, international, foreign}

{provision, law, control}

We depend on contracts with the federal government for a substantial majority of our revenue, and our business could be seriously harmed if the government significantly decreased or ceased doing business with us. Our business could be adversely affected by the outcome of the various investigations/proceedings regarding our interrogation services work in Iraq. Our business could be adversely affected by delays caused by our competitors protesting major contract awards received by us, resulting in the delay of the initiation of work. Our business could be adversely affected by changes in budgetary priorities of the federal government. Our federal government contracts may be terminated by the government at any time and may contain other provisions permitting the government not to continue with contract performance, and if lost contracts are not replaced, our operating results may differ materially and adversely from those anticipated. Federal government contracts contain numerous provisions that are unfavorable to us. If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected. We derive significant revenue from contracts and task orders awarded through a competitive bidding process. If we are unable to consistently win new awards over any extended period, our business and prospects will be adversely affected. Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications we and they need to perform services for our clients. We must comply with a variety of laws and regulations, and our failure to comply could cause our actual results to differ materially from those anticipated. The federal government may change its procurement or other practices in a manner adverse to us. Restrictions on or other changes to the federal government s use of service contracts may harm our operating results. Our contracts and administrative processes and systems are subject to audits and cost adjustments by the federal government, which could reduce our revenue, disrupt our business or otherwise adversely affect our results of operations. Failure to maintain strong relationships with other contractors could result in a decline in our revenue. We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue in future periods below the levels anticipated. Without additional Congressional appropriations, some of the contracts included in our backlog will remain unfunded, which could significantly harm our prospects. Employee misconduct, including security breaches, could result in the loss of clients and our suspension or debarment from contracting with the federal government. Our failure to attract and retain qualified employees, including our senior management team, could adversely affect our business. Our markets are highly competitive, and many of the companies we compete against have substantially greater resources. Our quarterly revenue and operating results could be volatile. We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis. Our earnings and margins may vary based on the mix of our contracts and programs. Systems failures may disrupt our business and have an adverse effect on our results of operations. We may have difficulty identifying and executing acquisitions on favorable terms and therefore may grow at slower than anticipated rates. We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from those anticipated. If our subcontractors fail to perform their contractual obligations, our performance as a prime contractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated. Our business may be adversely affected if we cannot collect our receivables. We have substantial investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income. Our operations involve several risks and hazards, including potential dangers to our employees and to third parties that are inherent in aspects of our federal business (i.e. counterterrorism training services). If these risks and hazards are not adequately insured, it could adversely affect our operating results. Our failure to adequately protect our confidential information and proprietary rights may harm our competitive position. We face additional risks which could harm our business because we have international operations. Our senior secured credit facility (the Credit Facility) imposes certain restrictions on our ability to take certain actions which may have an impact on our business, operating results and financial conditions. Despite our substantial debt, we may incur additional indebtedness. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt. A change in control or fundamental change may adversely affect us. The conditional conversion features of the Notes, if triggered, may adversely affect our financial condition and operating results. The Financial Accounting Standards Board (FASB) has issued a new accounting standard applicable to the Notes. Under this new standard, we will have to report non-cash interest expense for the Notes that is significantly higher than interest expense attributable to the coupon rate on the Notes. This change will reduce our net income and could adversely affect the market price of our common stock as a result.

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16058--8/26/2009--CACI_INTERNATIONAL_INC_/DE/