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I N F O R M A T I O N D E P L O Y E D . S O L U T I O N S A D V A N C E D . M I S S I O N S A C C O M P L I S H E D .
CACI International Inc to Acquire Six3 Systems, Inc.
Conference Call
October 9, 2013
2 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Forward-looking Statements
There are statements made herein which do not address historical facts and, therefore, could be interpreted to be
forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such
statements are subject to factors that could cause actual results to differ materially from anticipated results. The
factors that could cause actual results to differ materially from those anticipated include, but are not limited to,
the following: regional and national economic conditions in the United States and globally (including the impact of
uncertainty regarding U.S. debt limits and actions taken related thereto); terrorist activities or war; changes in
interest rates; currency fluctuations; significant fluctuations in the equity markets; changes in our effective tax
rate; failure to achieve contract awards in connection with re-competes for present business and/or competition
for new business; the risks and uncertainties associated with client interest in and purchases of new products
and/or services; continued funding of U.S. government or other public sector projects, based on a change in
spending patterns, implementation of spending cuts (sequestration) under the Budget Control Act of 2011,
changes in budgetary priorities or in the event of a priority need for funds, such as homeland security or the war
on terrorism; government contract procurement (such as bid protest, small business set asides, loss of work due
to organizational conflicts of interest, etc.) and termination risks; the results of government investigations into
allegations of improper actions related to the provision of services in support of U.S. military operations in Iraq;
the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense
Contract Management Agency, or other governmental entities with cognizant oversight; individual business
decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or
competition to hire and retain employees (particularly those with security clearances); market speculation
regarding our continued independence; material changes in laws or regulations applicable to our businesses,
particularly in connection with (i) government contracts for services, (ii) outsourcing of activities that have been
performed by the government, and (iii) competition for task orders under Government Wide Acquisition Contracts
(GWACs) and/or schedule contracts with the General Services Administration; the ability to successfully integrate
the operations of our recent and any future acquisitions; our own ability to achieve the objectives of near term or
long range business plans; and other risks described in our Securities and Exchange Commission filings.
3 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Our Participants Today
Ken AsburyPresident and Chief Executive Officer
Tom MutrynChief Financial Officer
John MengucciChief Operating Officer and President, U.S. Operations
4 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Transaction Summary
� Entered into definitive share purchase agreement with Six3 Systems shareholders
� Unanimously approved by CACI Board of Directors
The Transaction
Purchase Price
Timetable
� $820 million in cash, subject to customary pre- and post-closing adjustments, which implies a forward EBITDA multiple (net of tax benefits) of ~11.5x
� Customary regulatory approvals
� Expected closing during the quarter ending December 2013
Key Conditions
5 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
CACI Announces Agreement to Acquire Six3 Systems
� Six3 Systems provides highly specialized and differentiated solutions, services, and
products for our nation's most sensitive national security agencies and DoD critical
missions
� Provides high-end, advanced capabilities using innovative methods to replace
expensive systems of the past
� Adds engineering and product development solutions to our C4ISR/Intel base
� Adds discriminating cyber capabilities, helps deepen our current customer base,
and brings new customers
� Adds scale and competitive track record to CACI's current Intelligence solutions
� Consistent with CACI’s growth strategy and focus on national security and the
government’s highest priorities
CACI/Six3 combination positions CACI as a leading provider in mission-critical intelligence solutions
6 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Organic Revenue Growth
$238
$282
$330
$408
$470
$31 $39 $47 $58 $67
$0
$100
$200
$300
$400
$500
2009A 2010A 2011A 2012A 2013E
Six3 Systems Overview
� Provides highly specialized support to national
security agencies and DoD critical missions in the
areas of:
• Cyber and Signals Intelligence
• Intelligence, Surveillance, and Reconnaissance (ISR)
• Intelligence Operations
� Increases the Company’s addressable market by
approximately $15B
� Engaged on highly classified missions considered
critical to national security
• Perform >80% of work as a prime
• Expertise creates unique competitive advantage
� Experienced and well respected leadership with deep
subject matter expertise
� Approximately 1,600 employees worldwide
� Strong financial performance reflects ability to
leverage core capabilities to win prime contracts in
growing areas of the budget
• Organic revenue CAGR of 19% from 2009-2013
• Margins reflect high-value solutions and services
(dollars in millions)
Adjusted EBITDA
Organic Revenue
7 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Transaction Details
Purchase Price
Financing
Accretion
� $820 million in cash, subject to customary pre- and post-closing adjustments, which implies a forward EBITDA multiple (net of tax benefits) of ~11.5x
� Secured commitment for $800 million senior secured credit facility
� Purchase price funded by proceeds from new senior secured credit facility, existing revolving credit facility, and cash on hand
� Expected pro forma Debt / LTM EBITDA of ~3.5x at close
� Accretive to GAAP and diluted adjusted earnings per share during
calendar year 2014, excluding synergies
Balance Sheet Impact
� Strong free cash flows enable near-term deleveraging
� Combined company presents strong credit profile
8 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Financially Attractive
� Internal rates of return expected to be greater than our weighted average cost of capital
� Consistent with our priorities for disciplined capital allocation strategy
� Remain committed to long-term acquisition strategy
� Leverage Six3’s cost-effective, high-end capabilities towards new and existing government agencies
� Six3 will benefit from larger resources and customer aperture which CACI offers
Returns
Capital Allocation
Synergies
9 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Strong Financial Profile
____________________
Note: CACI Adj. EBITDA excludes stock-based compensation expense and reflects a sales adjustment, fixed price contract adjustment, and earn-out adjustment.
(1) Combined net debt assumes debt financed acquisition of Six3 for $820 million.
� Moderate leverage will not affect pursuit of additional strategic opportunities
� Strong cash flow enables near-term deleveraging
� Appropriate use of leverage going forward to drive shareholder value
(1)
LTM as of 6/30/2013
($ millions) CACI Combined
Revenue $3,682 $437 $4,119
Adj. EBITDA $339 $61 $400
% EBITDA Margin 9% 14% 10%
Net Debt $532 -- ~$1,400
Net Debt / Adj. EBITDA 1.6x ~3.5x--
Six3 Systems
Revised guidance to be provided upon closing of the transaction
10 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Six3 Adds to CACI’s Capabilities in Critical National Security Markets
� Systems for national and tactical signal collection, processing, and analysis
� ISR and electronic warfare capabilities integration
� Data-centric network storage, fusion, and analysis
� Precision geo-location
C4ISR Intelligence
� Intelligence operations
� Intelligence fusion and analysis
� Biometrically enabled identity intelligence
� HUMINT and counterintelligence mission planning, support, and training
� Specialized support for big data solutions and cybersecurity
Cyber
� Advanced cyber defense solutions and data analytics
� Hardened solutions for weapons and technology systems
� Unique signal processing capabilities
� Signals intelligence
Adds new product-based collection and processing platforms offerings
11 | CACI Investor Presentation| October 9, 2013 | CACI Proprietary Information
Compelling Combination for All Stakeholders
� Complementary skills, technologies, and product capabilities to deliver innovative and cost-effective solutions
� Positioned to efficiently and effectively develop next-generation solutions to support the U.S. government’s national security needs
� Deepens existing relationships with key agencies within the national intelligence community
Customers
Investors
Employees
� Enhanced financial profile
� Six3 Systems gives CACI a strong growth platform and improved margin profile
� Strong cash flow profile enables near-term deleveraging
� Accretive to EPS and free cash flow per share in the first year and thereafter
� Shared dedication to safeguarding national security
� Six3 Systems complements our commitment to operational excellence
� Shared values and culture