Dave Dragics – SVP, IR Paul Cofoni – President and CEO Tom Mutryn – EVP, CFO and Corporate Treasurer Bill Fairl – President, U.S. Operations Randy Fuerst – COO, U.S. Operations Greg Bradford – CEO, CACI Limited UK, and President, Information Solutions Group

Michael Lewis – BB&T Capital Markets Bill Loomis – Stifel Nicolaus Ed Caso – Wachovia Jason Kupferberg – UBS Cai von Rumohr – Cowen and Company Mark Jordan – Noble Financial Seth [ph] – JP Morgan Frank [ph] – SunTrust Robinson Humphrey Joseph Vafi – Jefferies & Company Erik Olbeter – Pacific Crest Securities Laura Lederman – William Blair Tim Quillin – Stephens, Inc. Stefan Mykytiuk – Pike Place Capital

Welcome to the CACI International Third Quarter Fiscal Year 2009 Conference Call. At this time all lines are in a listen-only mode. Later we will announce the opportunity for questions and instructions will be given at that time. (Operator instructions). A special reminder to our media guests who are listening in, please remember that during the question-and-answer portion of the call we will only be taking questions from the analysts. At this time I would like to turn the conference over to Mr. Dave Dragics, Senior Vice President of Investor Relations for CACI International. Please go ahead.

Thanks, Connie, and good morning, ladies and gentlemen. I'm Dave Dragics, Senior Vice President of Investor Relations of CACI International. We're very pleased that you're able to participate with us today. Now, as is our practice on these calls we are providing presentation slides, and during the presentation we'll also make every effort to keep all of you on the same page as we are, so let's move to Slide # 2. Before we begin our discussion this morning, I would like to make our customary but important statement regarding our written and oral disclosures and commentary. There will be statements in this call that do not address historical fact and as such constitute forward-looking statements under current law. These statements reflect our views as of today and are subject to important factors that could cause our actual results to differ materially from anticipated results. Factors that could cause our actual results to differ materially from those we anticipate are listed at the bottom of last evening's earnings release and are also described in the company's Securities and Exchange Commission filings and our Safe Harbor statement is included on this Exhibit and should be incorporated as part of any transcript of this call. I would also like to point out that our presentation today will include discussion of non-GAAP financial measures and these non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Now let's go to the next slide, please, and to open up our discussion this morning here is Paul Cofoni, President and Chief Executive Officer of CACI International. Paul.

Thank you, Dave, and good morning, ladies and gentlemen. I'd like to personally welcome everyone to our call this morning. We very much appreciate your interest in our company. With me today to discuss our results and answer your questions are Tom Mutryn, our Chief Financial Officer, Bill Fairl, President of U.S. Operations, Randy Fuerst, Chief Operating Officer of U.S. Operations. And by phone from the United Kingdom, Greg Bradford, Chief Executive Officer of CACI Limited UK. Next slide, please. I'm very pleased with CACI's solid third quarter financial performance. We achieved record quarterly revenue, net income, earnings per share, operating cash flow, and contract funding orders. These are all positive outcomes of our strategic focus on the Federal Government's highest priorities, which include mission critical support for defense, intelligence and homeland security. Our UK business also contributed to these record results through actions we've taken to implement a new sales strategy and reduce costs. Recently considerable commentary has focused on the question of government insourcing versus outsourcing. We have strategically positioned ourselves with high value solutions in areas requiring the highest levels of thought leadership, professional services and IT capabilities. We believe the government is most likely to rely on valuable and proven contributions that contractors like CACI provide in these areas. The new administration is focused on cyber security, smart power and IT modernization, where we expect our services to remain in high demand. The intelligence community is another well funded and high demand, high value area that continues to provide strong opportunities for CACI. CACI's intelligence offerings include capabilities in such things as document exploitation and knowledge management that are both timely and in critical demand. Here in this case, we provide advanced technology to translate, organize, and analyze captured adversary information and virtually all forms and formats and many languages. This is crucial to developing actionable and meaningful information that helps identify and counter threats, particularly those now facing us in Afghanistan as we surge in that geography. Our intelligence, surveillance, and reconnaissance capabilities also help protect war fighters. Our intelligence business continues to grow. We have more than 250 open requisitions at CACI and half of those are in the intel area. Defense, intelligence, and homeland security are among the country's highest priorities. The external threats facing our nation remain very real and very dangerous. Just recently, terrorists have attacked Mumbai, Somali pirates are hijacking vessels, and North Korea has restarted its missile and nuclear weapons program. The response to these and other threats demand the very best services and solutions to provide positive and reliable results for American citizens. CACI's strategy is to provide customers with the best solutions while assuring American citizens of the most effective and efficient use of their hard earned tax dollars. We provide our solutions in a highly competitive market at best value and best price delivered by our highly skilled workforce to keep our nation safe and moving forward. Let's go to Slide #5 please. CACI is agile in responding to market changes. Time and again, we have proven our dexterity in shifting our resources to meet emerging client needs and win new business. Our high value solutions in cyber security, smart power, and IT modernization being most recent examples are aligned with the top priorities of our clients and the new administration. CACI is a leader in advancing America strategy for countering global asymmetric threats. We have hosted three symposia gathering experts from government, industry and academia to explore the most effective ways to defeat global terrorism, including the application of smart power. Our latest symposium was in March, and we'll be publishing the recommendations of our speakers and panelists soon and announcing the fourth symposium in our ongoing asymmetric threat series. On May 13th and 14th, we're hosting our 2009 CACI Investor Conference, here in Virginia. This comprehensive CACI strategic business and financial event will feature CACI leaders and strategists work directly with our clients on their most critical mission. We'll have demonstrations of our most innovative technology and we'll have a panel of leading experts on cyber security, smart power, and integrated intelligence and security services. I am assembling CACI's top management team to tell you about our business, our distinctions, and our services and solutions. CACI's fundamental strategy is sound and aligned with national priorities. We believe funding for defense, intelligence, and homeland security will remain strong. We believe contractors will continue to play a vital role in our national security strategy. As Greg will tell you shortly, we have positive news from our business in the United Kingdom. And as you will hear from Tom, we are maintaining our revenue guidance and increasing the bottom end of the earnings guidance. Tom will now provide his financial overview followed by Greg and then Bill Fairl will provide more information on our U.S. operations. Tom?

Thank you, Paul, and good morning, everyone. Please turn to Slide #6. As Paul indicated we are pleased with our third quarter results. Our revenue grew year-over-year by 6.3%, driven by domestic growth of 7.3%, partially offset by 19% less UK revenue, which was entirely driven by exchange rate. Our direct billable labor for the quarter grew 7.6% and our other direct costs were up 9.4%. Next slide. Operating income in the third quarter was up 3.5% year-over-year and was 12.9% higher year-to-date. The growth in our direct labor and other direct costs are continued control of indirect costs and lower depreciation and amortization expense all contributed to the solid operating income. Net interest expense fell by 22% as we realized the benefit of lower interest expense on our floating rate debt. Please turn to Slide #8. Our net income for the quarter increased 5.1% from the third quarter of last year and 11.3% year-to-date. The effective tax rate was 41% for the quarter driven by continued declines in the asset values of the investments in our executive deferred compensation program, partially offset by an annual adjustment associated with lower state taxes which we realized as we finalized our fiscal 2008 tax returns. We are currently assuming a full year effective tax rate of 42.0%, slightly lower than our prior guidance. This is based on an assumption of no gains or losses in our deferred compensation plan assets for the last quarter of our fiscal year. These losses in the deferred compensation plan are not impacting our cash flow or the cash taxes we are currently paying. Diluted earnings per share for the quarter was $0.77, up 5.7% year-over-year. (inaudible) earnings per share have grown a solid 11.7% consistent with our longer-term financial goal. Next slide please. Our cash position at the end of the quarter was $174 million with the cash flow from operations at $80 million for the quarter in our days sales outstanding and an enviable 61 days. As you know we report several large noncash charges in our income statement. Depreciation, amortization and stock compensation expense. As a result, we find it meaningful to track a number of cash based metrics. One is our trailing 12-month operating cash flow per share which is currently at $5.76 per share equivalent to about 15% operating cash flow yield at our current stock price. Our financial fundamentals remain strong. Our year-ended net debt was $464 million. Our net debt to trailing EBITDA leverage ratio was at a comfortable 2.5 times and we have no near-term financing requirements. Next slide #10. Turning to our guidance, based on lower third quarter tax rate and stronger UK results we are maintaining our revenue guidance and increasing the lower end of our earnings guidance resulting in a new EPS guidance range of $2.95 to $3.05. For the year we are pleased that our strong domestic operations have offset which has now reached $0.15 headwind associated with higher tax rate and a $0.06 headwind associated with the UK operations. The next slide #11 summarizes the newer comp improvement for our convertible debt. As we said during last quarter's call, given July 1st, we will adopt the new standard EPB14-1. This rule requires us to recruit a non-cash interest charge associated with our convertible debt. And it requires retrospective application. That is when we report our fiscal 2010 results each quarter we will be recasting the comparable period for 2009. If this standard had been in place during our third quarter, our interest expense for the third quarter would have been $2.4 million higher than reported and our net income would have been $1.5 million less. Had the new accounting been in effect for the full year 2009, interest expense would have been $9.5 million higher. Let me remind investors that in implying this new standard we recommend that as the increased interest expense is reflected in fiscal year 10 earnings estimates, fiscal year '09 results are recast as well. Otherwise, investors will be comparing apples to oranges. With that I will now turn the call over to Greg Bradford. Greg?

Thank you, Tom. Good morning, everyone. I would like to take a few minutes to give you an update on our UK operation and in particular what we're doing to address impacts of the UK recession on our business. Let's go to Slide # 12 please. I'm very pleased to report that despite the severe UK recession, our operations here turned in a record revenue and net income for quarter three in terms of pound sterling. We generated revenue of approximately 13.2 million for the quarter and 11.5% increase over last year's third quarter and net income was up almost 30% over quarter three of last year. However, because the value of the pound declined 27% from last year's third quarter, our revenue and net income in dollars were down 19% and 6.2% respectively. When the UK recession started to hit us at the tail end of quarter one of this fiscal year, my managers and I put together a detailed plan to mitigate the effects of the recession. The heart of which was to increase sales activity and reduce costs. Our performance in quarter three was attributable to our successful execution of our plan. First, we closed a number of high value software and data sales during the quarter by positioning our products to help our customers reduce their costs and increase their sales in difficult times. And second, we significantly reduced our costs through activities such as downsizing certain parts of our business. Although the UK economy is likely to contract further in the coming months, our UK operation should continue to make a positive contribution to the company by stringently adhering to this plan. Just as bad companies can fail in good times, good companies can succeed in bad times. And what makes CACI UK a good company is the strength of our management team. We have an enviable team of business managers with many years of experience at CACI. I believe their success in quarter three demonstrates they know what's required to succeed in today's environment. With that I would now like to turn over to Bill Fairl for an overview of our U.S. operations. Bill?

Thanks, Greg, and let me add my welcome to everyone on the call. This morning I will address third quarter highlights from U.S. operations. Our contract funding orders for the quarter increased to approximately $743 million. That's a growth of more than 5% or $37 million over the third quarter of fiscal '08. Our funded backlog has estimated at more than $1.6 billion. That's a 14% increase from the third quarter of fiscal '08. During the third quarter, we received contract awards of $768 million. Our largest single award for the quarter was a General Services Administration multiple award Alliant Contract, that's a $50 billion program to provide government-wide information technology solutions. We expect to realize a minimum of $350 million over the life of Alliant, that's based just on our current business run rate object. We continued our success on the Army's strategic services sourcing contract vehicle. We call that S3. We won more than $239 million in S3 awards in the third quarter and that's a dramatic increase over the $96 million in S3 awards we received last quarter. We now have won more than $1.8 billion, $1.8 billion S3 awards since the contract's inception in March 2006. And I fully anticipate that we will be celebrating a major milestone during our fourth quarter when we surpass the $2 billion mark in S3 awards. And that's a remarkable achievement by any measure. Not included in our contract award total of $768 million are a number of large IDIQ contracts we won during the quarter. For example, we won a prime position to support the U.S. Army's program executive office for simulation training and instrumentation. We call that PEO stride. Under the PEO stride Omnibus Contract II, we call that the STOC II Contract, as multiple award contract vehicle and that has an overall ceiling value of $17.5 billion. This is a new area for CACI and we believe our proven C4ISR Solutions will provide real value to this client leading to future task order awards to CACI. We also received one of 12 prime contract awards to support the Army's Biometrics Task Force. That's another new client for CACI on a contract valued at $500 million. Biometrics capabilities that includes fingerprints and iris patterns, offer the single most effective tool for identity verification, and CACI is rapidly developing capabilities in this area that make us very competitive. Finally, CACI was one of six prime contract award winners on the U.S. Army's – rather the U.S. Strategic Command Systems and Mission Support II Contract which has a total estimated ceiling value of $900 million. This is an important new award for us given the STRATCOM's missions which include cyber defense and providing integrated surveillance and reconnaissance allocation recommendations to the Secretary of Defense. CACI's prospects for continued high levels of contract awards are bright as our proposal activity continues at a high level. At the end of our third quarter, we had more than $4.7 billion in submitted proposals under evaluation, both new and recompete. We expect the majority of them to be awarded by the end of our first quarter of fiscal '10. During our fourth quarter of fiscal '09 and the first quarter of fiscal '10 we anticipate submitting more than $6.5 billion in additional new proposals. Growth in the intel portion of our portfolio was solid. We were up more than 8% quarter over quarter. Our intelligence business was approximately 37% of our revenue in the quarter. This success reflects a continuing need on the part of our clients in the intelligence community for CACI support as well as the strong capabilities in outstanding expertise of our highly credential intelligence team. As an example, Zal Azmi, the FBI's former Chief Information Officer and now our Senior Vice President for Strategic Law Enforcement and National Security Programs was called upon for its intelligence expertise by the highly respected intelligence and national security alliance. Zal served as a subject matter expert for their white paper on cyber security, which is one of the top priorities of the new administration. Zal is also spearheading CACI's development of a suite of cyber solutions as well as a working laboratory to demonstrate and evaluate new cyber technologies. I'm happy to report that our voluntary attrition rate continues to improve and that CACI has been named by Fortune magazine as the most admired company in Virginia and we're among Fortune's top five most admired IT companies worldwide. That's a strong indication of our commitment to being the employer of choice for outstanding professionals. Today, approximately 37% of our workforce has a top secret or above security clearance. Overall, we now have nearly 8,700 cleared employees. 8,700. In summary, we continue to win large contracts. Our pipeline of bid opportunities coupled with our industry leading win rate is an engine for future growth. Our contract funding orders and funded backlog are strong leading indicators, and our recruiting and retention results are solid. Taken together, these business drivers give us continuing positive momentum for the fourth quarter of fiscal '09 and into fiscal '10. Paul, that concludes my remarks.

Thanks, Bill, and thank you, Greg and Tom for your comments. Let's go to the last slide, please. I thank all of our analysts and investors for their interest in our company and I encourage you to attend our CACI Investor Conference on May 13th and 14th. It will be a fantastic opportunity to see our solutions first hand and meet our senior leaders. You will get a real sense of our management team's enthusiasm and commitment to our customers. I would like to conclude today's call by summarizing our business strengths. This has been another record quarter for CACI, with record revenue, net income, earnings per share, operating cash flow, and contract funding orders. Our balance sheet, as Tom said, and the backlog and cash flow are rock solid. Our forward indicators are strong. We have a robust pipeline of opportunity, which allows us to be selective in what we pursue. We're winning tier one contracts against tier one competitors as Bill said at industry leading rates. We are strategically positioned in the well funded areas of defense, intelligence, and homeland security. These are among the nation's highest priorities and the demand has been the very best thought leadership and solutions. We believe the government will continue to rely on valuable proven contractors like CACI to support these critical missions and counter external threats. Our solutions deliver the best value for our government and citizens, and help keep our nation safe. CACI is agile in protecting our base. We consistently adjust to market changes, rapidly developing high value solutions for our clients most urgent requirement. We are aligned with new administration top priority, cyber security, smart power, and IT modernization. CACI leads in our market, brings value to our clients, delivers on our commitments, and builds long-term shareholder trust and value. With that, Connie, we can open the lines for questions.

(Operator instructions) And we'll take our first question from Michael Lewis from BB&T Capital Markets. Michael Lewis – BB&T Capital Markets: Good morning. Thank you very much for taking my question. Randy, I was happy to see that USAMS was released on protest but can you give us an update on the ETAS recompete?

Yes, I can. It's – Bill, do you want to take that?

Yes. Mike, this is Bill Fairl. We expect to hear something formally from the Army here within the very near future, certainly within this quarter, and perhaps even this month, and as we've said before on this thing, we really like our position. As we have a great team out there we're very close to our customers. So, I would say we're highly optimistic.

A little hesitation we had there in answering this question is not that we don't know the answer so much as it is that customers asked us to keep a very low profile in terms of what's going on, because they're in a very delicate period in the evaluation process. Michael Lewis – BB&T Capital Markets: Yes, that's fair. We know that we were expecting that in March, but that information is fine. But a second question here. We did hear from a larger competitor last week with regard to – they discussed a slowdown that they witnessed in their intel services area. I'm wondering if CAI is seeing any weaknesses in their businesses across the intel agencies. I know it's up, but is there any areas that may be lagging more so than what you had anticipated?

That's a good question, Mike. And as you might imagine we've been out pulsing – visiting with our clients and trying to get a sense of that ourselves. Obviously, our results show that we're still growing our intelligence. And Bill has some first hand visits that he has done with clients. Bill, do you want to –

Sure. Mike, we've been out, Randy, myself, Paul, we've all been out talking to our clients. As you might imagine we do that all the time anyway, but when you think back to secretary Gates remarks about a month ago we were asking in light of that, so your question kind of falls into that buck. And the answer is, no, we haven't seen any. In fact, we've had some real plus-ups in our demand here recently. I think it depends on what customer space here in. I'll give you an example. We're participating in this program, I'll just call simply an ISR surge that's around our intelligence community work, and that's provided us with a bucket full of new hiring opportunities where we already have the client relationships and the solid client vehicle. So we're – that's, as we look into next year, that's going to be one of our growth engines, that whole intelligence area and the customers are standing right behind that. They need us there.

And we'll take our next question from Bill Loomis from Stifel Nicolaus. Bill Loomis – Stifel Nicolaus: Thanks. Good quarter and good morning. Just looking at the slides in terms of when you gave direct labor growth and ODC growth, and just – if you check my calculations that out there roughly 193 million in direct labor in the quarter and 268 million in ODCs. First of all is that in the ballpark? And then second, if that's true, the direct labor as a percent of revenue went up in the quarter. It's the highest it's been in a couple of years, few years. And ODCs are down from the last several quarters, but we haven't seen the improvement so much on the gross margin line. Can you help explain that?

Yes. Let me first say that we continue to work on the margin as we told you all in February of last year that this was an area we would continue to work on and we have a number of initiatives ongoing to improve margin. Having said that, it is a big, big organization and the ability to influence instantaneously the margins of the organization obviously that's very difficult to have instantaneous influence in any short period. So this is going to be a long-term effort to improve margin and – but we continue to focus on it. Now specifically around this quarter, in fact the labor growth was higher than it has been as a percentage. However, that labor happened to be focused in areas where the labor rates were not, let's say, at the average, we're not at or above the average labor rates. Therefore, it didn't have as much of a positive effect. However, I like to remind everyone that our number one objective is to increase earnings per share. That is what we think is the best for our shareholders. Second is to keep our focus on organic growth. And third continue to always operate on margin. But we will, from time to time, be making choices about opportunities that don't have margins at the average or above, but if they bring us good earnings per share and organic growth, we're going to go for it. And so that is the order sort of EPS first, organic growth third. Bill Loomis – Stifel Nicolaus: And then just to follow-up on the, looking to the fourth quarter seasonally, it's your better quarter in terms of margins. Is there any factors that are going to play here in this June quarter that will change that component?

Bill, this is Tom. We expect to see a similar pattern. We initially guided full-year margin of 6.7% to 7%. We should be in the range, but based on our first nine months, you can assume that we'll be at the low end of that range.

I was just going to add to that, I guess of course, the wildcard for us in all these things is exactly what the flow of ODCs is in any given quarter.

And we'll take our next question from Ed Caso from Wachovia.

Good morning, Ed. Ed Caso – Wachovia: I guess I didn't hear or see in the slides a reiteration of the long-term targets of 8% to 10% organic growth and 15% or better EPS growth. Is there a message there?

No, there's really no message. We still are focused on those types of improvements in earnings per share, organic growth. Candidly, when we look past FY '10, we can still see those kinds of rates in FY '10. Looking to FY '11 is a little less clear for us, but we're still committed to double-digit growth in earnings per share, high single digit or low double-digit growth and organic growth. Ed Caso – Wachovia: Tom, the DSO, great job here. Hope to give you a big bonus. What's the sort of the target long term? What range should we look for in DSO and what are the implications for operating cash flow this year?

Thank you. The team just did very a privilege job with regard to collection, and it's a reflective of a lot of very good processes that we have here at CACI. Actually, the number that we're seeing is below our long-term goals, so we're surpassing our goals. Although we had a very good month, not sure whether those are long-term sustainable. So we could target long-term in the mid-60 days. We'd be very happy with that. Cash flow for the year, we initially guided to at least $130 million. I'm comfortable with that number. We had a very good third quarter. Our second quarter was light. So there is some choppiness to these particular numbers, but that being said, we're comfortable with the guidance we previous provided in operating cash flow (inaudible). Ed Caso – Wachovia: Thank you.

And we'll take our next question from Jason Kupferberg from UBS. Jason Kupferberg – UBS: Good morning, guys. Just a clarification to start. It sounded like you counted a part of the Alliant deal in your award numbers for the quarter, the 350, but isn't that a giant IDIQ, I am not sure –?

Jason, thanks for the question. Our practice here is to, when we win an IDIQ that has for which we have an incumbency role, in other words, we have contracts that fit under that vehicle that we continue – we project forward the – as an award value, the value of those recompete wins going forward. That's been the practice here. So we will sustain that business under the new vehicle. Jason Kupferberg – UBS: Okay. Alright. And you have done that in the past?

We have. It's consistent, and if we win a vehicle like, for example, we won the BOSS-U biometrics vehicle this quarter, there we have no history of performance. We have no incumbency, and reflect zero in the awards for that. Similarly, for the USAMS win on STRATCOM we project zero awarded value for that. However, when we win an ETAS CAP House to ETAS as we did when we won ETAS we did project an award value for that, et cetera.

That's a standard thing we do. We try – well, we do adhere to that on every one of these wins. Jason Kupferberg – UBS: Okay. And then just to revisit the topic of the 15% annual EPS growth target, just kind of seems a little difficult to get there with the current combination of organic revenue growth and operating margins and you guys seem pretty forthright about the fact that margin improvement is going to be maybe a longer term journey than you might have thought 12 months to 18 months ago. So I guess that maybe leaves M&A out there to possibly fill in some of the gaps, but I know you got a maturity coming up in fiscal '11 and probably have one eye on that already, so how should we think about this as we start our models?

That's a very good question. We have modeled this going forward. You are absolutely right that the acquisitions in the environment we're in will be on the small end of the scale, and targeted at specific gaps in technology or capability or gaps in the customer portfolio. Therefore, you won't see a strong or large contribution to earnings per share from the acquisition area. Most of it will have to be done through organic growth. However, as we reduce the investment going forward on acquisitions, then our costs associated with amortization, depreciation, and our interest expense will go down, which has a buoying effect on our earnings per share. So it's not all bad. And our organic growth is still projected even through fiscal '10, we're seeing high single digit. It's early, we're not doing guidance for FY '10, but we see the ability to grow mid to high single digit on organic growth in the FY '10 period.

So I think we're holding to those long-term goals. We keep our eyes, obviously we're focused on the horizon, and we're testing the market constantly to see if these assumptions are valid, continue to be valid, but so far so good, and I think we would call it double-digit earnings per share growth is what we project forward, and mid to high single-digit organic growth going forward.

And we'll take our next question from Cai von Rumohr from Cowen and Company.

Good morning, Cai. Cai von Rumohr – Cowen and Company: Thank you very much. Good quarter, guys. You had very strong awards on S3 and based on what you are saying they are going to be strong again in the final quarter. What is that doing to your mix and how are you doing on your program to improve profitability on that contract?

Okay, Cai, this is Bill Fairl. As far as the overall mix goes, I don't think it's going to have a dramatic change on us. There as you know, kind of related to your second question, one of our goals here has been on this program as we get these awards is to continue to build our internal capability and to grow our internal labor, and therefore, as Paul said, our number one priority is to earn more money as a result of this. We're getting some traction on that. As I've mentioned on previous calls, our fastest growing profit center is that program office, internal program office that manages that contract for us, number one in the company. So that strategy of using that set of client engagements that we get through that S3 task order wins is paying off for us, and number one growing our earnings.

Headcount has been growing over the last year and a half, growing strongly, organic headcount growth is there. Also, we – as you might imagine, Cai, we have modeled the funded backlog which represents about a six month projection forward. We model that to see what the effects, which the margin in the backlog and how does it compare with what we're actually experiencing, and we're seeing that they're approximating each other or about to kind of intersect here. So we see the margin in the backlog to be roughly equivalent to the margin that we're actually experiencing. Cai von Rumohr – Cowen and Company: Okay, great. Thanks so much.

You bet.

And we'll take our next question from Mark Jordan from Noble Financial. Mark Jordan – Noble Financial: Good morning, gentlemen. Like to talk a little bit about your balance sheet and your intentions. Cash was at a 174 million and building. Debt has been flat here year-to-date at about 633 million. What's your strategy for use of cash, paying down debt and even as potentially do you have the option of buying back the converts at par given where the stock price is in the conversion?

Yes, so, Mark this is Tom speaking. We still are very watchful of the economic financial market conditions. We saw a very broken financial market, January, February, we're starting to see some improvements in the ability for companies to raise capital, but we are concerned with our ability to take on additional leverage or finance or refinance our existing debt. So our strategy right now until things change is to build up some cash to be able to repay our Term B loan, which is due in 24 months from now, without having to go to the capital markets to borrow money to do so. So we want to be able to delever. As we embark upon that strategy that gives us some ability to do some minor acquisitions, some smaller acquisitions in a very targeted focus on key customers or key technologies and until we see a demonstrated change in the financial markets, we're going to maintain that prudent course of action, and a very carefully deploy our capital, be prepared to delever going forward. Mark Jordan – Noble Financial: Thank you. Second question, could you describe the company's international exposure, again excluding the UK, just what is your exposure to Iraq and Afghanistan now and also include the people that might be supporting those specific theaters.

We have some people, if you're referring to the theater war activity, we have perhaps 100 people to 150 people that are in the theater. Obviously, we look at that from a risk standpoint, and it's the board of directors looks at that under the authority of the audit committee to review on a quarterly basis those risks. We think those risks are acceptable and board does, and we don't have people that are sort of on the mission side in the theater, they're more in the technology world, in training, advisory, and technology oriented and many are in and out supporting the technology requirements and the training requirements, and some are in their semi full time doing generally support activity. We also have a small number of people in Kuwait and in Baghdad that are – and Afghanistan, that are doing acquisition support services work, helping with contracts for reconstruction activities and the like. We again view that – we always are mindful of that risk. We think it's understandable risk and acceptable risk, but we watch it, as you might imagine, we watch it and review it all the time.

And we'll take our next question from Joe Nadol from JP Morgan. Seth – JP Morgan: Hi, good morning. Actually it's Seth [ph] on for Joe this morning. First, quick question, can you just give us the breakdown of direct costs between direct labor and ODCs in terms of the proportion?

Yes, for the quarter, similar to where it was the third quarter of last year, approximately 42% of our costs are direct labor and 58% of our costs are other direct costs. Seth – JP Morgan: Great, thanks. And then second question is, you just mentioned that you had some people in Kuwait helping to do acquisition type work and support acquisitions. I'm wondering, companywide, how many people would you say are engaged in that activity overall and what percent of revenue is that?

Bill, do you want to take that?

Yes, I'll take a shot at that. It's a little over 200 for planning purposes, assume around 250 people and the demand is really, really high for those kind of people right now. And we have plenty of openings. The problem is that those people are, quite frankly, pretty hard to find, so as you probably know that the government is very interested in rebuilding its internal capability in that area, but at the same time, they can't get enough people, so they're still relying on us, coming to us for more and more people in that area. So whether it's over in the Kuwait area or back here in the states, defense, and we're even getting some growth on the civilian side there to provide that kind of support.

The area is growing. It's a growing area for us even though government would like to do more of it internally. We support that of course, but the demand is so much greater than the supply here that it's going to be a long time before demand catches supply catches up. And we're also starting, as you're saying, Bill, in the civil side, away from DoD, we are starting to see increased interest as a result of all the stimulus, construction, or stimulus projects and programs that are getting launched, there's a real need for support in the acquisition side on the civil side of the street. We've seen some demand there just recently.

And we'll take our next question from Tobey Sommer from SunTrust Robinson Humphrey Frank – SunTrust Robinson Humphrey: Good morning, this is Frank [ph] in for Toby.

Hi, Frank. Good morning. Frank – SunTrust Robinson Humphrey: Had a quick question going back to intelligence. About 37% of revenues. Can you talk about – have there been any changes in margin there or any color you could give on that side?

Yes, Frank, this is Bill Fairl. I think it's been staying about the same more or less. It's another area where it can be impacted sort of the wildcard is the level of ODCs in there. But as I mentioned, that's where most of our hiring requirements are right now. So again, back to what Paul said earlier, about number one priority, growing our earnings, we expect a lot of our employee growth to be in that area. Lots of demand from our customers there for us to bring new people on board, so I see continued good opportunity.

It's also one of the few areas where we have strong – we have product sales. The product sales recently have been very strong with the product that we mentioned earlier that does document exploitation work and preparing for the surge in Afghanistan. There has been a real surge in buying of product licenses and support services around that software. So our people are experiencing growth and that is generally a very strong margin area for us. Frank – SunTrust Robinson Humphrey: Okay. And you talked about a little bit on the acquisition side, and just now on intelligence, but could you step back and talk about the hiring environment a little bit? You talked about continued attrition rates, improvement there, but in general, are you finding people any easier?

Bill, do you want to take?

Sure. And it's really dependent on the – as you might imagine, the customer set and the geography. Here in the northern Virginia area, unemployment for folks with technical backgrounds with top secret and above clearances, it approaches zero. And so recruiting in that area is a challenge, which is why we're so pleased with getting this award as a most admired company. I think it says a lot about what we've been doing around here to make this an employer of choice, quite frankly. And our hiring results in that area reflect that. We've been able to attract good people in that area. And as I mentioned, our voluntary attrition rate is headed down. This is the lowest it's been. We kind of look at it year-to-date over year-to-date kind of numbers. This is the lowest it's been since we've been tracking this data over about the last five years or six years this point in the year. So we're very pleased with our progress on voluntary attrition. Outside this area and when you get into areas that don't require top secret and above, voluntary attrition is way down and our days to fill open recs is approaching all time lows inside the company. So overall, it's a very good picture here, but still, really high demand in this area for top secret and above folks.

And we'll take our next question from Joseph Vafi from Jefferies & Company. Joseph Vafi – Jefferies & Company: Hi, gentlemen. Good morning. Good results.

Thank you. Joseph Vafi – Jefferies & Company: Just back here on the intelligence business, obviously, the growth rate there, I think it's down a little bit and a lot of that is I would imagine, anniversarying some acquisition related activity. Was that all organic growth this quarter in the intel business at 8%?

Joe, this is Bill Fairl. Yes, it was. And your comment about anniversarying on the acquisitions is right. And the other thing is as I mentioned on a couple of previous answers, ODC level there impact that as well, they're down a little bit this quarter-over-quarter. So that's part of what you're seeing there. Joseph Vafi – Jefferies & Company: Okay. And then just generally on ODCs, we've seen it out of some of the peer companies as well, kind of a slowdown, especially in the DoD in the quarter. Is that something that you are experiencing, too and what is the kind of overall ODC pace of acquisition right now by the military?

Well, actually – Joe, this is Bill Fairl, again. In our case, we actually saw tremendous spike in March. It was down a little bit in the first two months, and then tremendous sort of spike of ODC activity in March. And going forward, we have our normal visibility in that area, which has a lot to do with when our subs invoices and all that. Some of them are better at it than others. But I don't see any material change right now. Of course, the other thing that's hanging out there is kind of getting the rest of this FY '09 supplemental funding in and I think when that happens, shortly after that, as Dave Dragics always likes to say, you got to get all this done by September 30th. You may see kind of a rush towards the end of the government's fiscal year and that's of course, our first quarter of fiscal '10.

And we'll take our next question from Erik Olbeter from Pacific Crest Securities.

Good morning, Erik. Erik Olbeter – Pacific Crest Securities: Good morning. Good results, guys.

Thank you. Erik Olbeter – Pacific Crest Securities: Quick question just on expectations on the fiscal year 2010 defense budget. We're hearing that any day or any week we're going to get a more detailed view. What is your expectation for IT services – your IT business right now?

I think – of course, you know that the president was celebrating yesterday the defense budget. His total budget has now been approved by the House and Senate. However, the details of what's in there – what we do know is that it's a healthy number, the defense budget is very strong. The reductions that are built in there have more to do with weapons system platforms. There haven't been any services contracts that have been called out for reductions and so we just are waiting to see the details of the budget, but so far, consulting with our clients, we don't have an expectation that there is any material reductions that we should expect in our base of business.

In fact, we expect to be able to continue to grow, as I said earlier, organically mid to high single digit growth rate. Erik Olbeter – Pacific Crest Securities: Great, that's very helpful. And is there – have you seen any stimulus money come through the system? Is that something whether sort of – that you are seeing at customers that the money starts to trickle through?

It's starting. We've had just one contract that we've been awarded in the civil side. Again, it was for acquisition support services to help one of the civil agencies and projects related to the stimulus. But that's small and as one and – but we are starting to see some movement of that money. As you know, there's quite a bit of guideline and rules and regulations associated with transparency for that money and the agencies are all quite busy, trying to get their systems set up for recording the data necessary, required when you take stimulus money so that the tracking, the visibility and the transparency is there. So that's I think what you are seeing going on right now is a lot of preparatory and I would expect over the next six months that you would see more flow of stimulus money and we would expect to benefit from that, and not in large ways, but small ways. As you know, most of that money is focused on projects that are construction related, where our ability to add value is principally in the area of program management, acquisition support services, that sort of thing. So it will undoubtedly lead to some revenue for us, but it's not a major – I don't project a major impact for us.

And we'll take our next question from Laura Lederman from William Blair. Laura Lederman – William Blair: Yes, nice quarter, and thank you for taking my questions.

Hi, Laura. Laura Lederman – William Blair: Good morning. Can you talk a little bit about '011 again and do you think that it would be difficult to get mid to high single digit internal revenue growth and if you think you can or that's more likely, what would that be based on in terms of budget growth?

Well, we don't have – you're talking about government fiscal '11 or our fiscal '11? Laura Lederman – William Blair: Government fiscal '11.

Government fiscal '11. We really have little insight to it except that what we hear is that no one has talked about dramatic reductions in defense spending. Intel certainly is viewed as a key enabler to providing continued security for the citizens. So we would expect the business to continue to be – our area of business to be well funded going forward. And right now, just looking at the size of the government budget, we're talking about a budget that is in excess of $3 trillion, so you got to believe inside that $3 trillion is enough room for CACI to be able to find opportunities to do quite well and that we don't – and I expect that government fiscal '11, (inaudible) done seeing the end of this kind of stimulus type action and for the economy, because the economy continues to be problematic, so I would expect the government to have increased deficit spending unfortunately, in government fiscal '11, and again we should be able to do quite well. And so we're comfortable without doing guidance for fiscal '10, because we're not here today to talk about fiscal '10 guidance, but we're comfortable looking forward at the notion of mid to high single-digit organic growth. Laura Lederman – William Blair: Okay. A little bit on – obviously in this environment you wouldn't make big acquisitions given the inaccessibility of capital, but when that clears up would you move more towards making large acquisitions again? And shifting back to the near term where would we more likely see acquisitions. Would it be products, would it be services? Give us a sense of the type of things you would acquire?

I'll let Tom take the first part and then Bill and – Bill and I can talk about the second piece.

Laura, as you rightly point out the cost of capital has increased which has put a damper on our interest or appetite for larger acquisitions. That being said, the value of most assets have come down, which is creating some kind of attractive opportunities. And so what we expect to see is that the capital markets will improve and asset values will be attractive in terms of kind of valuations and hopefully they will be some interesting opportunities over the next six months, 12 months, 18 months and we feel that we should have the right capital structure to take advantage of those. Our leverage today is relatively comfortable. In effect, we're de-leveraging as we're building up our cash. And so we will have the ability to do some larger, more interesting acquisitions and I'll let Paul talk about what areas maybe of interest.

In the areas, when we see that the market is – capital markets are sustainably rational, I'll use that phrase, then we'll resume the higher level investment in acquisitions. And that doesn't mean the very first time we see a low interest rate. It means when we believe it's sustainable, new level that's sustainable. The types of companies obviously we continue to believe this area of homeland security, intelligence is key, key to the safety and security of the American citizens and that is our prime interest. Cyber is the next battlefield for terrorism. We will continue to look for – and are looking now for good investments and acquisitions around cyber. Smart power is an evolving market, it's formative. Demand is there. It's not – it's at a concept level versus a market level. We are actively looking for companies that could bring us value in the area of smart power. This whole business of intelligence and security services, the intersection or nexus of that. We're also beginning to look at healthcare, IT. We have a good presence in the federal healthcare marketplace and we think we can grow there. We think that will – that part of the government will grow and energy is another interesting place where we haven't had a position really and we'd like to figure out a way to get a position–- and those are all likely candidates for us. We think energy is important because it is tied to national security. Energy independence is a big part of national security. And so, those are the areas you would likely see us ahead when this market reaches a new stable level of reasonable interest rate. I would also say that related to our growth rate we still think we can – do the organic growth at mid to high single digits, so, we don't see acquisition as a must in this case for the next short term. But we'd like to get back to a more robust acquisition program.

And we'll take our next question from Tim Quillin from Stephens, Inc. Tim Quillin – Stephens, Inc.: In FY '09 what is going to be the impact, the full year impact of the new accounting on the convertible note? Is it about $0.20?

You said FY 09. Tim Quillin – Stephens, Inc.: Got to restate, right?

That's right. It would have been approximately $9.5 million of additional interest expense – noncash interest expense, which translates to approximately $0.19 a share. Tim Quillin – Stephens, Inc.: Okay. Very good. And when we think about double-digit EPS growth in fiscal '10 as a goal, we should think about growth off of that number? Is that the right way to think about?

Absolutely. He we want to compare apples to apples. Tim Quillin – Stephens, Inc.: Sure. And Tom, have you – any more clarity on what the tax rate might be in fiscal '10?

We believe that the tax rate, for planning purposes, it will revert to a more normalized tax rate, approximately 39%. That assumes that the equity markets which impact our deferred compensation plan will revert to a more normal level, up or down plus or minus 5% to 10%, and given that assumption, our tax rate should revert to a more normal 39% level. Tim Quillin – Stephens, Inc.: I understand. That's a little bit difficult. Thank you.

You are welcome.

(Operator instructions). And we'll take our next question from Stefan Mykytiuk from Pike Place Capital. Stefan Mykytiuk – Pike Place Capital: Hi, good morning.

Good morning, Stefan. Stefan Mykytiuk – Pike Place Capital: I think that may be the first time in 15 years anyone has pronounced my name properly on these calls.

I have the same problem, so I empathize. Stefan Mykytiuk – Pike Place Capital: Just can you go back – I actually missed what you said on the, when you talked about $0.06 per share UK headwind in this fiscal year, s that because of the pound or because of the economy or both or –?

It's both. In our last earnings call, it was approximately get $0.10 headwind, approximately 50% of that driven by UK economic conditions, 50% driven by the valuation of the pound relative to the dollar. The UK, as Greg mentioned, turned into very strong third quarter performance. And so I would say that the majority of that headwind is exchange rate related. Greg's on the line, too. He can add some color. Stefan Mykytiuk – Pike Place Capital: I'm just wondering, I guess as we go into fiscal 2010, it seems like based on my recollection, you probably have a quarter or two of the exchange rate headwind, but as you say as the business is improving over there, that starts to mitigate that right?

That is correct. The wildcard certainly is the UK economy, which is as uncertain as the U.S. economy. Stefan Mykytiuk – Pike Place Capital: Right. And then assuming – if the stock market kind of stayed around these levels, does the deferred comp headwind, vis-à-vis the tax rate then start to diminish, go forward? Does that flip at some point become a tailwind?

Well, the relationship is as the equity markets improve in our deferred compensation plan assets increase our tax rate goes down. So for fiscal year '10, consistent with the prior answer I gave, for planning assumptions, a 39% tax rate is a reasonable number to use, which assumes that the equity markets are more or less level, plus or minus. If the equity markets are rebounded significantly, then our tax rate would actually be below 39%.

And at this time we have no further questions in the queue. I like to turn the conference back over to your presenters for any additional or closing remarks.

Thank you, Connie, for all your help today. We certainly appreciate it. And we'd like to thank everyone on the call today for your questions and your continued interest in our company. That's very important to us. That concludes our third quarter fiscal 2009 earnings conference call. Thank you all very much.

And this concludes today's conference. We thank you for your participation.