Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 8-K, Received: 02/07/2017 06:07:52)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2017 (February 6, 2017)

 

 

Booz Allen Hamilton Holding Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-34972   26-2634160

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8283 Greensboro Drive, McLean, Virginia   22102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 902-5000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2017, Booz Allen Hamilton Holding Corporation’s wholly-owned subsidiaries Booz Allen Hamilton Inc. (the “Company”) and Booz Allen Hamilton Investor Corporation (“Investor”), and certain wholly-owned subsidiaries of the Company (the “Subsidiaries” and, together with Investor, the “Guarantors”), entered into the Fourth Amendment (the “Amendment”) to the Credit Agreement, dated as of July 31, 2012 (as previously amended by the First Amendment to Credit Agreement, dated as of August 16, 2013, the Second Amendment to Credit Agreement, dated as of May 7, 2014, and Third Amendment to the Credit Agreement, dated as of July 13, 2016, the “Existing Credit Agreement” and, as amended, the “Credit Agreement”), among the Company, the Guarantors, Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, and the other lenders and financial institutions from time to time party thereto, to reduce the interest rate applicable to the tranche B term loans under the Credit Agreement. The interest rate applicable to the tranche A term loans is unchanged.

Prior to the Amendment, approximately $399 million of tranche B term loans (the “Existing Tranche B Term Loans”) were outstanding under the Existing Credit Agreement. Pursuant to the Amendment, certain lenders under the Existing Credit Agreement converted their Existing Tranche B Term Loans into a new tranche of tranche B term loans (the “New Refinancing Tranche B Term Loans”) in an aggregate amount, along with New Refinancing Tranche B Term Loans advanced by certain new lenders, of approximately $399 million. The proceeds of the New Refinancing Tranche B Term Loans advanced by the new lenders were used to prepay in full all of the Existing Tranche B Term Loans that were not converted into New Refinancing Tranche B Term Loans.

Under the Amendment, the rate at which New Refinancing Tranche B Term Loans bear interest is equal to (i) the higher of (x) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“LIBOR rate”) and (y) 0.00%, plus, in each case, 2.25%, or (ii) the alternate base rate, which is the higher of (w) the corporate base rate established by the administrative agent from time to time, (x) 0.50% in excess of the overnight federal funds rate, (y) the three-month LIBOR rate (adjusted for maximum reserves) plus 1.00%, plus, in each case, 1.25%; provided, that if such rate shall be less than zero, such rate shall be deemed to be zero.

The New Refinancing Tranche B Term Loans will be secured by the same collateral and guaranteed by the same guarantors as the existing term loans under the Credit Agreement. The New Refinancing Tranche B Term Loans will, like the Existing Tranche B Term Loans under the Existing Credit Agreement, mature on June 30, 2023. Voluntary prepayments of the New Refinancing Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00 percent premium payable in connection with certain repricing transactions within the first six months after the Amendment. The other terms of the New Refinancing Tranche B Term Loans are also generally the same as the terms of the Existing Tranche B Term Loans under the Existing Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the New Refinancing Tranche B Term Loans is incorporated by reference into this Item 2.03.

 

Item 7.01 Regulation FD Disclosure.

On February 7, 2017, Booz Allen Hamilton Holding Corporation (the “Company”) will post an investor presentation to the “Investor Relations” section of its website. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.

 

Description

10.1   Fourth Amendment to Credit Agreement, dated as of February 6, 2017, among Booz Allen Hamilton Inc., as Borrower, Booz Allen Hamilton Investor Corporation, Booz Allen Hamilton Engineering Holding Co., LLC, Booz Allen Hamilton Engineering Services, LLC and SDI Technology Corporation, as Guarantors, Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, and the other Lenders and financial institutions from time to time party thereto
99.1   Investor Presentation


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Booz Allen Hamilton Holding Corporation
B Y :  

/s/ Lloyd W. Howell, Jr.

  Lloyd W. Howell, Jr.
  Executive Vice President, Chief Financial Officer and Treasurer

Date: February 7, 2017


INDEX TO EXHIBITS

 

Exhibit
No.

 

Description

10.1   Fourth Amendment to Credit Agreement, dated as of February 6, 2017, among Booz Allen Hamilton Inc., as Borrower, Booz Allen Hamilton Investor Corporation, Booz Allen Hamilton Engineering Holding Co., LLC Booz Allen Hamilton Engineering Services, LLC and SDI Technology Corporation, as Guarantors, Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, and the other Lenders and financial institutions from time to time party thereto
99.1   Investor Presentation

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT

FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 6, 2017 (this “ Amendment ”), among BOOZ ALLEN HAMILTON INC., a Delaware corporation (the “ Borrower ”), the Guarantors (as defined below), the Administrative Agent (as defined below), the Collateral Agent (as defined below), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent and Issuing Lender, are parties to a Credit Agreement, dated as of July 31, 2012 (as amended by the First Amendment to Credit Agreement, dated as of August 16, 2013, the Second Amendment to Credit Agreement, dated as of May 7, 2014, the Third Amendment to Credit Agreement, dated as of July 13, 2016, and as otherwise heretofore amended, the “ Credit Agreement ”);

WHEREAS, the Borrower has requested that (a) the Persons set forth on Schedule I hereto (the “ New Refinancing Tranche B Term Lenders ”) make term loans (the “ New Refinancing Tranche B Term Loans ”) in an aggregate principal amount of $22,799,371.08 to the Borrower on the Fourth Amendment Effective Date (as defined below) and (b) the Exchanging Lenders (as defined below) exchange their Existing Tranche B Term Loans (as defined below) for term loans of like aggregate principal amount (the “ Exchanged Refinancing Tranche B Term Loans ” and, together with the New Refinancing Tranche B Term Loans, the “ Refinancing Tranche B Term Loans ”), in each case subject to the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 10.1(c) of the Credit Agreement, the Borrower, the Administrative Agent and the Refinancing Tranche B Term Lenders (as defined below) agree to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE – REFINANCING TRANCHE B TERM LOANS.

(a)    Subject to the terms and conditions set forth herein and in the Credit Agreement, each New Refinancing Tranche B Term Lender severally agrees to make New Refinancing Tranche B Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such New Refinancing Tranche B Term Lender’s name on Schedule I hereto. Amounts borrowed under this Section 1(a) and repaid or prepaid may not be reborrowed.

(b)    The proceeds of the New Refinancing Tranche B Term Loans shall be used solely to repay in full all Initial Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness hereof (the “ Existing Tranche B Term


Loans ”), other than the Existing Tranche B Term Loans of the Exchanging Lenders that are exchanged for Exchanged Refinancing Tranche B Term Loans and deemed repaid pursuant to paragraph (d) below, and to pay related accrued and unpaid interest, fees and expenses.

(c)    Unless previously terminated, the commitments of the New Refinancing Tranche B Term Lenders pursuant to Section 1(a) shall terminate upon the making of the New Refinancing Tranche B Term Loans on the Fourth Amendment Effective Date.

(d)    Each lender holding Existing Tranche B Term Loans that executes and delivers a signature page to this Amendment and indicates thereon its election of the “Cashless Settlement Option” (each such Lender, an “ Exchanging Lender ” and, together with the New Refinancing Tranche B Term Lenders, the “ Refinancing Tranche B Term Lenders ”; each Tranche B Term Lender that does not so elect, a “ Non-Exchanging Lender ”) severally agrees, on the Fourth Amendment Effective Date and subject to the terms and conditions set forth herein and in the Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate to such Lender (any such Existing Tranche B Term Loans of such Lender not allocated for exchange pursuant hereto, its “ Non-Allocated Existing Tranche B Term Loans ”)) of its Existing Tranche B Term Loans (the aggregate principal amount of Existing Tranche B Term Loans of such Lender so exchanged, its “ Exchanged Amount ”) for Exchanged Refinancing Tranche B Term Loans (which Existing Tranche B Term Loans so exchanged shall thereafter be deemed repaid and canceled and no longer be outstanding) in an aggregate principal amount equal to its Exchanged Amount. All accrued and unpaid interest on, and all other amounts owing in respect of, the Existing Tranche B Term Loans of each Exchanging Lender that are exchanged pursuant to this paragraph (d) (less the Exchanged Amount) shall be repaid in full in cash on the Fourth Amendment Effective Date.

(e)    The Existing Tranche B Term Loans of each Non-Exchanging Lender and the Non-Allocated Existing Tranche B Term Loans of each Exchanging Lender shall be repaid in full in cash on the Fourth Amendment Effective Date, together with all accrued and unpaid interest on, and all other amounts owing in respect of, such Existing Tranche B Term Loans.

(f)    Unless the context shall otherwise require, the New Refinancing Tranche B Term Lenders and the Exchanging Lenders shall constitute “Tranche B Term Lenders”, “Term Lenders” and “Lenders” and the New Refinancing Tranche B Term Loans and Exchanged Refinancing Tranche B Term Loans shall constitute “Initial Tranche B Term Loans”, “Tranche B Term Loans”, “Term Loans” and “Loans”, in each case for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. For the avoidance of doubt, the New Refinancing Tranche B Term Loans and the Exchanged Refinancing Tranche B Term Loans shall constitute a single Tranche under the Credit Agreement.

SECTION TWO – CREDIT AGREEMENT AMENDMENTS . Subject to the satisfaction of the conditions set forth in Section Three hereof:

(a)    The following defined term shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

Fourth Amendment Effective Date ”: February 6, 2017.

 

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(b)    The definition of “Applicable Margin” or “Applicable Commitment Fee Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the percentages “1.75%” and “2.75%” in clause (ii) thereof with “1.25%” and “2.25%”, respectively.

(c)    Section 2.3(b) of the Credit Agreement is hereby amended by (x) replacing “the last Business Day of December, 2016” with “the last Business Day of June, 2017” and (y) replacing “Third Amendment Effective Date” with “Fourth Amendment Effective Date” in all three places where it appears.

(d)    Section 2.11(b) of the Credit Agreement is hereby amended by replacing “Third Amendment Effective Date” with “Fourth Amendment Effective Date” in both places where it appears.

SECTION THREE – CONDITIONS TO EFFECTIVENESS : This Amendment, the agreements of the New Refinancing Tranche B Term Lenders and the Exchanging Lenders under Section One hereof and the amendments set forth in Section Two shall become effective on the date (the “ Fourth Amendment Effective Date ”) when each of the following conditions shall have been satisfied:

(a)     Amendment . the Loan Parties and each Refinancing Tranche B Term Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent (or its counsel);

(b)     No Default; Representations and Warranties . (i) no Default or Event of Default shall exist as of the Fourth Amendment Effective Date after giving effect to this Amendment and the borrowing of the Refinancing Tranche B Term Loans and (ii) all of the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on the Fourth Amendment Effective Date as if made on and as of such date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall have been true and correct in all material respects as of such specific date);

(c)     Borrowing and Prepayment . (i) the Administrative Agent shall have received from the Borrower a notice of prepayment with respect to the Existing Tranche B Term Loans (other than Existing Tranche B Term Loans that are exchanged for Exchanged Refinancing Tranche B Term Loans) (the “ Term Loan Prepayment ”) and a notice of borrowing with respect to the Refinancing Tranche B Term Loans and (ii) substantially contemporaneously with the other transactions contemplated hereby, the Borrower shall have made the Term Loan Prepayment and shall have paid all accrued and unpaid interest on all Existing Tranche B Term Loans and other amounts required to be paid by it in connection therewith;

(d)     Fees . the Borrower shall have paid, or caused to be paid to the Administrative Agent all fees and other amounts due and payable under or in connection with this Amendment, including, without limitation, the fees payable pursuant to Section 9 hereof and all fees and other amounts agreed to between the Borrower and the joint lead arrangers of this Amendment, and, to the extent invoiced in reasonable detail at least three Business Days prior to

 

3


the Fourth Amendment Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document;

(e)     Legal Opinions; Certificates . the Administrative Agent shall have received legal opinions and closing certificates (consistent with those delivered on the Closing Date pursuant to clauses (f) and (g) of Section 5.1 of the Credit Agreement, taking into account any changes to such counsel’s form of opinion on account of developments in opinion practice), together with appropriate insertions and attachments (including true and complete copies of resolutions of the board of directors or a duly authorized committee thereof for each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby and a good standing certificate (or the equivalent thereof) for the Borrower and the other Loan Parties from their respective jurisdictions of formation); and

(f)     USA PATRIOT Act . the Lenders shall have received from the Borrower and each of the Loan Parties documentation and other information reasonably requested by any Lender no less than 5 Business Days prior to the Fourth Amendment Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

SECTION FOUR – REPRESENTATIONS AND WARRANTIES; NO DEFAULTS . In order to induce the Lenders to enter into this Amendment, each of the Loan Parties represents and warrants, on the Fourth Amendment Effective Date, to each of the Lenders and the Administrative Agent that:

(a)    the execution, delivery and performance by such Loan Party of this Amendment is within such Loan Party’s corporate or other powers, has been authorized by all necessary corporate or other organizational action, except (other than with respect to the Borrower), to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect, and has been duly executed and delivered on behalf of the Loan Parties party hereto;

(b)    this Amendment and the Credit Agreement, as amended hereby, each constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing;

(c)    all of the representations and warranties contained in the Credit Agreement, as amended hereby, and in the other Loan Documents are true and correct in all material respects on the Fourth Amendment Effective Date as if made on and as of such date (unless such representation or warranty relates to a specific date, in which case such representation or warranty were true and correct in all material respects as of such specific date); and

 

4


(d)    no Default or Event of Default exists as of the Fourth Amendment Effective Date after giving effect to this Amendment and the borrowing of the Refinancing Tranche B Term Loans.

The Administrative Agent shall give prompt notice in writing to the Borrower of the occurrence of the Fourth Amendment Effective Date. It is understood that such writing may be delivered or furnished by electronic communication.

SECTION FIVE – SECURITY . The Loan Parties acknowledge that (a) the Refinancing Tranche B Term Loans constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement) and (b) notwithstanding the effectiveness of this Amendment, (i) the Guarantee and Collateral Agreement shall continue to be in full force and effect, (ii) the Guarantor Obligations of each Guarantor are not impaired or affected and (iii) all guarantees made by the Loan Parties pursuant to the Guarantee and Collateral Agreement and all Liens granted by the Loan Parties as security for the Borrower Obligations (including the Refinancing Tranche B Term Loans) and the Guarantor Obligations pursuant to the Guarantee and Collateral Agreement continue in full force and effect; and, further, confirm and ratify their respective obligations under each of the Loan Documents executed by the Loan Parties, as amended hereby.

SECTION SIX – SEVERABILITY . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION SEVEN – CONTINUING EFFECT; NO OTHER WAIVERS OR AMENDMENTS . Except as expressly set forth herein, this Amendment shall not (i) constitute a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement (other than with respect to the Existing Tranche B Term Loans) or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or (ii) by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Loan Parties under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement or any other Loan Document in similar or different circumstances. After the Fourth Amendment Effective Date, any reference in any Loan Document to the Credit Agreement shall mean the Credit Agreement, as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement, as amended hereby, and the other Loan Documents.

 

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SECTION EIGHT – COUNTERPARTS . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic (i.e. “pdf”) transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION NINE – PAYMENT OF FEES AND EXPENSES . The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment including, without limitation, the reasonable fees and disbursements and other charges of Cravath, Swaine & Moore LLP, counsel to the Administrative Agent.

SECTION TEN – GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The provisions of Sections 10.12 and 10.17 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .

SECTION ELEVEN – TAX MATTERS . For purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

 

BOOZ ALLEN HAMILTON INC.
By:  

/s/ Lloyd W. Howell, Jr.

Name:   Lloyd W. Howell, Jr.
Title:  

Executive Vice President, Chief

Financial Officer and Treasurer

BOOZ ALLEN HAMILTON INVESTOR CORPORATION
By:  

/s/ Lloyd W. Howell, Jr.

Name:   Lloyd W. Howell, Jr.
Title:  

Executive Vice President, Chief

Financial Officer and Treasurer

BOOZ ALLEN HAMILTON ENGINEERING HOLDING CO., LLC
By:  

/s/ Laura S. Adams

Name:   Laura S. Adams
Title:   Treasurer

[ Signature Page to Fourth Amendment to Credit Agreement - Booz Allen Hamilton Inc .]


BOOZ ALLEN HAMILTON ENGINEERING SERVICES, LLC
By:  

/s/ Laura S. Adams

Name:   Laura S. Adams
Title:   Treasurer
SDI TECHNOLOGY CORPORATION
By:  

/s/ Laura S. Adams

Name:   Laura S. Adams
Title:   Treasurer

[ Signature Page to Fourth Amendment to Credit Agreement - Booz Allen Hamilton Inc. ]


BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
By:  

/s/ Cindy Jordan

Name:   Cindy Jordan
Title:   Assistant Vice President

[ Signature Page to Fourth Amendment to Credit Agreement - Booz Allen Hamilton Inc .]


BANK OF AMERICA, N.A., as New Refinancing Tranche B Term Lender
By:  

/s/ Matt Powers

Name:   Matt Powers
Title:   Director

[ Signature Page to Fourth Amendment to Credit Agreement - Booz Allen Hamilton Inc. ]


[Signature page for Exchanging Lenders posted separately]


SCHEDULE I

New Refinancing Tranche B Term Loans

 

New Refinancing Tranche B Term Lender

  

New Refinancing Tranche B Term Loan Amount

 

Bank of America, N.A.

   $ 22,799,371.08   

TOTAL

   $ 22,799,371.08   

SLIDE 1

Fiscal year 2017 Third quarter Investor Presentation February 2017 Exhibit 99.1


SLIDE 2

Disclaimer Forward Looking Safe Harbor Statement Certain statements contained in this presentation and in related comments by our management include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s preliminary financial results, financial outlook and guidance, including forecasted revenue, Diluted EPS, and Adjusted Diluted EPS, future quarterly dividends, and future improvements in operating margins, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including those factors discussed in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, which can be found at the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Note Regarding Non-GAAP Financial Data Information Booz Allen discloses in the following information Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow which are not recognized measurements under GAAP, and when analyzing Booz Allen’s performance or liquidity as applicable, investors should (i) evaluate each adjustment in our reconciliation of Operating and Net Income to Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income, and net cash provided by operating activities to free cash flows, and the explanatory footnotes regarding those adjustments, and (ii) use Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Operating Income, and Adjusted Diluted EPS in addition to, and not as an alternative to operating income, net income or Diluted EPS as a measure of operating results with cash flow in addition to and not as an alternative to net cash generated from operating activities as a measure of liquidity, each as defined under GAAP. The Financial Appendix includes a reconciliation of Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow to the most directly comparable financial measure calculated and presented in accordance with GAAP. Booz Allen presents these supplemental performance measures because it believes that these measures provide investors and securities analysts with important supplemental information with which to evaluate Booz Allen’s performance, long term earnings potential, or liquidity, as applicable and to enable them to assess Booz Allen’s performance on the same basis as management. These supplemental performance and liquidity measurements may vary from and may not be comparable to similarly titled measures by other companies in Booz Allen’s industry. With respect to our expectations under “Fiscal 2017 Full Year Outlook” on slide 14, reconciliation of Adjusted Diluted EPS guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to our inability to predict our stock price, equity grants and dividend declarations during the course of fiscal 2017. Projecting future stock price, equity grants and dividends to be declared would be necessary to accurately calculate the difference between Adjusted Diluted EPS and GAAP EPS as a result of the effects of the two-class method and related possible dilution used in the calculation of EPS. Consequently, any attempt to disclose such reconciliation would imply a degree of precision that could be confusing or misleading to investors. We expect the variability of the above charges to have an unpredictable, and potentially significant, impact on our future GAAP financial results. 1


SLIDE 3

differentiated model which has delivered exceptional returns On a steady path to sustainable quality growth Capturing opportunities in an improved market Investing in people, markets and capabilities 2 Key investment themes


SLIDE 1

3 A leader with a proud history Company Overview A leading provider of management consulting, technology, and engineering services to the U.S. and international governments, major corporations, and not-for-profit organizations Over 100 years in business HQ in Mclean, VA Unique organization and culture Built on collaboration One P&L and single bonus pool for partners, VPs, and Senior Staff 85 partners with an average tenure of 17 years Equity incentives broadly distributed to leadership to ensure long-term success and alignment with shareholders Approximately 69% of staff hold security clearances As of March 31, 2016. See Appendix for definition and reconciliations of non-GAAP measures used throughout this presentation.


SLIDE 5

A diverse business 4 Long-term client relationships Client (2) Relationship Length (Years) U.S. Navy 75+ U.S. Army 65+ U.S. Air Force 35+ Department of Energy 35+ National Security Agency 30+ Department of Homeland Security (2) 30+ Department of Health & Human Services 20+ Federal Bureau of Investigation 20+ National Reconnaissance Office 20+ A U.S. Intelligence Agency 20+ Internal Revenue Service 20+ Win-rate (1) Diversified contract portfolio Contract mix Delivered on >5,100 US Government contracts and task orders in FY16 Largest single definite contract: 2.8% (1) Largest task order under an ID/IQ contract: 2.4% (1) Based on FY16 results Includes predecessor organizations


SLIDE 6

Diversified client base 5 Commercial: Commercial & Investment Banks, Utilities, Oil & Gas companies, Retailers, Auto manufacturers, Pharmaceutical manufacturers, and healthcare providers International: Middle East, North Africa region, and select Asian Markets Global Commercial (2.3%) U.S. Intelligence Agencies: National Security Agency, National Geospatial-Intelligence Agency, National Reconnaissance Office, other classified clients Military Intelligence: Defense Intelligence Agency, Service Intelligence Centers, Intelligence Surveillance Reconnaissance units, Combatant Command Intel (23.4%) Civil (26.0%) Air Force Army Joint Combatant Commands Navy/Marine Corps Defense (48.3%) FY15 Health: Veteran Affairs, Health and Human Services Finance and Economic Development: Department of Labor, General Services Administration, National Science Foundation Security, Law Enforcement, Justice: Department of Homeland Security, Department of Justice Energy, Environment, Transportation and Space: Department of Energy, Environmental Protection Agency, Department of Transportation, NASA Revenue by Market FY16 Note: Client listing include significant clients based on revenue, but the lists are not all-inclusive


SLIDE 7

History of revenue growth 6 All years represent FYE March 31 1996 through 2005 is based on revenue derived directly from Booz Allen’s accounting system (JAMIS). 2006 and later revenue is based on revenue derived directly from Booz Allen’s consolidated financial statements, which have been audited and prepared in accordance with GAAP


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Track record of margin expansion 7 FY09 is pro-forma for unaudited results of operations for the twelve months ended March 31, 2009, assuming the Acquisition of our Company by The Carlyle Group had been completed as of April 1, 2008


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Executing our vision 2020 strategy In the fourth year of implementation Key elements of our Vision 2020 strategy Moving closer to the center of our clients’ core mission Increasing the technical content of our work Attracting and retaining superior talent in diverse areas of expertise Leveraging innovation to deliver complex, differentiated, end-to-end solutions Creating a broad network of external partners and alliances 8


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Core capabilities 9 Systems Delivery Engineering & Science Cyber Analytics Directed Energy Digital Cyber Futures Next Gen Systems Delivery brings together the technical and organizational change management skills necessary to successfully deliver mission-critical systems. Engineering & Science delivers in-depth technical solutions to our clients’ most challenging problems with core capabilities in Command, Communications and Intelligence amongst others. Cyber focuses on prevention which includes abilities to secure platforms and enterprises against cyber attack and detection. Analytics focuses on delivering transformational solutions in both traditional areas such as decision analytics and new or emerging areas like Data Science. Directed Energy technologies use high energy lasers or high powered microwaves to efficiently disrupt or damage targets with non-kinetic, speed-of-light engagement. Digital transforms clients from closed, proprietary systems to open agile enterprises.  We help clients modernize mission execution through the open integration and reuse of digital capabilities across the enterprise to achieve transformational big bets.  Cyber Futures develops differentiated cyber solutions and disruptive business models to address emerging threats and vulnerabilities against client’s emerging expanding digital enterprise. Next Generation Analytics offers cutting-edge analytics solutions across our entire client set. Using our large set of Data Science experts and products, we help clients use and think differently about their data. Functional Service Offerings Innovation Service Offerings Consulting Consulting focuses on the talent and expertise needed to solve client problems and develop mission-oriented solutions.


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Digital Solutions Business An interconnected set of high-demand capabilities Including systems delivery, digital, cloud, and mobile Building a differentiated business on three pillars Mission understanding Technical depth Consultative approach SPARC and now Aquilent provide innovation and scalability Demonstrated growth in past two years Digital Solutions headcount will reach approximately 4,000 with Aquilent acquisition Number of digital projects has grown to 350 firm-wide The further we get into implementing our strategy, the more certain we are that it is the right one 10


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Executing Against our strategy to deliver Sustainable Quality Growth Third quarter of fiscal year 2017 represented Another strong performance by Booz Allen Hamilton Making excellent progress against FY17 objectives: Delivering organic growth that leads the industry, is sustainable, and positions Booz Allen for stronger performance in future years Evolving our Portfolio in line with Vision 2020 objectives Executing against our large backlog by hiring and deploying additional talent Operating with efficiency and agility while continuing to invest in growth Confident about the state of our business Continuing to aggressively pursue opportunities in Federal and Global Commercial markets Delivering value to all stakeholders – from clients, to employees, to shareholders 11


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Key financial results Fiscal year 2017 results Comparisons are to prior fiscal year period (1) Third quarter of fiscal year 2017 excluded the benefit of the Q3 FY16 release of an uncertain tax position associated with the Carlyle transaction 12 Year to date third quarter Gross Revenue $4.2 billion 6.0% Increase $1.4 billion 7.4% Increase Net Income $186.2 million 18.5% Decrease (1) $55.6 million 48.6% Decrease (1) Adjusted Net Income $195.1 million 5.4% Increase $56.6 million 8.4% Decrease Adjusted EBITDA $402.0 million 4.0% Increase $122.5 million 1.1% Increase Diluted EPS $1.23 18.5% Decrease (1) $0.37 47.9% Decrease (1) Adjusted Diluted EPS $1.30 4.8% Increase $0.38 7.3% Decrease Total Backlog $13.5 billion 12% Increase


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capital deployment Expect to use a range of tools going forward, including: Supporting organic revenue growth with capability-focused acquisitions Effectively managing debt Returning excess cash to shareholders in the form of dividends – regular and special – and share repurchases 13 Third Quarter fiscal year 2017 dividend of 17 cents per share Increased 13% in Q3 FY17 Track record of annual increases Six acquisitions since Oct 2012 $11/share in special dividends since 2010 IPO Increased repurchase share authorization by $230M Q3 FY17 ~300M repurchase authorization remains as of Jan 30, 2017 Retain Capital flexibility to maximize long-term return to shareholders


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financial OUTLOOK full-year guidance Guidance as provided on January 30, 2017 Full Fiscal Year 2017 Estimated Weighted Average Diluted Share Count of 150 million shares; assumes an effective tax rate of 39.1% Please see the Note Regarding Non-GAAP Financial data Information on page 1 which describes the reasons the reconciliation of estimated future Adjusted Diluted EPS to the closest corresponding GAAP measure is unavailable without unreasonable efforts. 14 FISCAL 2017 FULL YEAR Outlook(1) Gross Revenue Growth in the Range of Four to Six Percent Diluted EPS (2): $1.65 - $1.69 Adjusted Diluted EPS (2)(3): $1.70 - $1.74


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appendix


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Adjusted ebitda margin trends 16 Adj. EBITDA Margin (%) Fiscal Year LTM EBITDA Margin 2016 9.4% 2015 9.9% 2014 9.7%


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Capturing opportunities ...in an improving market We are winning and executing work that is at the core of our clients’ most critical missions We are being recognized as an Essential Partner to our clients Our pipeline remains healthy and we continue to see demand across our business 17 Quarterly book to bill trend Note: 3Q13 Book to Bill excludes the addition of backlog gained in the BES acquisition


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Non-gaap financial information "Adjusted Operating Income" represents operating income before: (i) adjustments related to the amortization of intangible assets, and (ii) transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. We prepare Adjusted Operating Income to eliminate the impact of items we do not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary, or non-recurring nature or because they result from an event of a similar nature. "Adjusted EBITDA” represents net income before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. “Adjusted EBITDA Margin” is calculated as Adjusted EBITDA divided by revenue. Booz Allen prepares Adjusted EBITDA and Adjusted EBITDA Margin to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature. “Adjusted Net Income” represents net income before: (i) adjustments related to the amortization of intangible assets, (ii) transaction costs, fees, losses, and expenses, including fees associated with debt prepayments, (iii) amortization or write-off of debt issuance costs and write-off of original issue discount, and (iv) release of income tax reserves, in each case net of the tax effect where appropriate calculated using an assumed effective tax rate. Booz Allen prepares Adjusted Net Income to eliminate the impact of items, net of taxes, it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature. "Adjusted Diluted EPS" represents diluted EPS calculated using Adjusted Net Income as opposed to net income. Additionally, Adjusted Diluted EPS does not contemplate any adjustments to net income as required under the two-class method as disclosed in the footnotes to the financial statements. "Free Cash Flow" represents the net cash generated from operating activities less the impact of purchases of property and equipment. 18


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Non-gaap financial information 19 (a) Reflects amortization of intangible assets resulting from the acquisition of our Company by The Carlyle Group. (b) Reflects debt refinancing costs incurred in connection with the refinancing transaction consummated on July 13, 2016. (c) Release of pre-acquisition income tax reserves assumed by the Company in connection with the acquisition of our Company by The Carlyle Group. (d) Reflects tax effect of adjustments at an assumed marginal tax rate of 40%. (e) Excludes an adjustment of approximately $0.6 million and $2.0 million of net earnings for the three and nine months ended December 31, 2016, respectively, and excludes an adjustment of approximately $1.5 million and $3.0 million of net earnings for the three and nine months ended December 31, 2015, respectively, associated with the application of the two-class method for computing diluted earnings per share.


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Shareholder and stock information 20 Booz allen Hamilton holding corporation’s class a common stock began trading on the new York stock exchange (nyse) on Nov 17, 2010 Fiscal Year – Booz Allen Hamilton Holding Corporation’s fiscal year starts April 1 and ends March 31 Share Price Information – Booz Allen Hamilton Holding Corporation’s Class A common stock is listed on the NYSE under ticker symbol BAH. The weighted average number of diluted shares outstanding for the fiscal year ended March 31, 2016, was 149,719,137. Share price information can be found at investors.boozallen.com Company News – Information about Booz Allen Hamilton Holding Corporation and its principal operating subsidiary, Booz Allen Hamilton Inc., including archived news releases and SEC filings, is available from its website at www.boozallen.com. Booz Allen’s earnings conference calls and other significant investor events are posted when they occur State of Incorporation – Booz Allen Hamilton Holding Corporation is incorporated in Delaware Employee Stock Plan Equity Incentive Plans – Booz Allen believes that its executives should hold equity to align their interests to those of its stockholders, and, accordingly, long-term equity compensation is an important component of its compensation program Employee Stock Purchase Plan (ESPP) – Booz Allen currently has an employer-sponsored program that allows employees to make planned periodic purchases of shares of Booz Allen’s Class A common stock Annual Stockholder Meeting – Stockholders were invited to attend Booz Allen’s FY16 annual meeting on July 28, 2016 at the McLean headquarters. At the annual meeting, stockholders voted upon the matters set forth in the notice of meeting, including the election of certain directors and ratification of the appointment of E&Y as our independent registered public accounting firm for FY17. Holders of Class A common stock on the record date were entitled to vote at the annual meeting.


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Shareholder and stock information (continued) 21 Dividends – Booz Allen has utilized distributions (recurring and special dividends) as part of its capital deployment strategy. However, the actual declaration of any such future dividends and the establishment of the per share amount, record dates, and payment dates for any such future dividends are subject to the discretion of the Board, which will take into consideration future earnings, cash flows, financial requirements, and other factors. Please visit investors.boozallen.com/dividends.cfm for more information regarding prior distributions Regular: The firm has issued regular dividends each quarter since CY12 and has increased the dividend periodically when deemed appropriate. A history of past dividend increases is below Special – When deemed appropriate, the firm has also issued special dividends from time to time. The table below lists the details of declared special dividends since the IPO Action Record Date Payable Date Amount Increase Dividend Amount Establish regular dividend 2/13/2012 2/29/2012 N/A $0.09 Increase 6/10/2013 6/28/2013 $0.01 $0.10 Increase 6/10/2014 6/30/2014 $0.01 $0.11 Increase 2/10/2015 2/27/2015 $0.02 $0.13 Increase 2/10/2016 2/29/2016 $0.02 $0.15 Increase 2/10/2017 2/28/2017 $0.02 $0.17 Record Date Payable Date Dividend Amount 6/11/2012 6/29/2012 $1.50 8/15/2012 8/31/2012 $6.50 11/11/2013 11/29/2013 $1.00 2/10/2014 2/28/2014 $1.00 8/11/2014 8/29/2014 $1.00


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Shareholder and stock information (continued) 22 Transfer Agent & Registrar Computershare www.computershare.com/investor/ P.O. Box 30170 College Station, TX 77842-3170 Phone: 866-390-3908 Computershare maintains records for registered stockholders and provides stockholder services at no charge, including: Independent Registered Public Accounting Firm – Ernst & Young LP – McLean, VA Leadership Team Board of Directors Change of name or address Consolidation of accounts Duplicate mailings Lost stock certificates Transfer of stock to another person Additional administrative services Horacio D. Rozanski – President and CEO Lloyd Howell – Executive Vice President and CFO Karen Dahut – Executive Vice President Nancy Laben – Executive Vice President, Chief Legal Officer and Secretary Joseph Logue – Executive Vice President Susan Penfield – Executive Vice President Joseph Mahaffee – Executive Vice President, Chief Administrative Officer Betty Thompson – Executive Vice President Dr. Ralph W. Shrader – Chairman Joan Lordi C. Amble – Independent Melody Barnes – Independent Peter Clare – Independent Ian Fujiyama – Independent Mark Gaumond – Independent Arthur E. Johnson – Independent Gretchen W. McClain – Independent Philip A. Odeen – Independent Charles O. Rossotti – Independent Horacio D. Rozanski – President and CEO


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Shareholder and stock information (continued) 23 Website: investors.boozallen.com Contact Information Investor Relations Curt Riggle Vice President of Investor Relations 703/377-5332 Riggle_Curt@bah.com Media James Fisher Principal, Media Relations 703/377-7595 Fisher_James_W@bah.com Corporate Governance Nancy Laben Executive Vice President, Chief Legal Officer and Secretary 703/377-9042 Laben_Nancy@bah.com


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Financial and operational highlights 24 a All interim periods reflect unaudited numbers while annual numbers are audited. b Basic and diluted weighted average shares outstanding and earnings per common share amounts are calculated using the two-class method. c Excel available on investors.boozallen.com Condensed consolidated statement of operations (A), (c) To update


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Financial and operational highlights Unaudited non-gaap financial information (f) 25 a The use and definition of Non-GAAP financial measurements can be found in the Company's public filings. b Reflects stock-based compensation expense for options for Class A Common Stock and restricted shares, in each case, issued in connection with the acquisition of our Company by The Carlyle Group under the Officers' Rollover Stock Plan. Also reflects stock-based compensation expense for Equity Incentive Plan Class A Common Stock options issued in connection with the acquisition under the Equity Incentive Plan. c Reflects amortization of intangible assets resulting from the acquisition of our Company by The Carlyle Group. d Reflects tax effect of adjustments at an assumed marginal tax rate of 40%. e Excludes adjustments associated with the application of the two-class method for computing diluted earnings per share. f Excel available on investors.boozallen.com.


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Financial and operational highlights Unaudited non-gaap financial information for FY08-FY16 (h) a The use and definition of Non-GAAP financial measurements can be found in the company's public filings b Reflects amortization of intangible assets resulting from the acquisition of our Company by The Carlyle Group. c Reflects the gain on sale of our state and local transportation business, net of the associated tax benefit of $1.6 million d Release of pre-acquisition income tax reserves assumed by the Company in connection with the acquisition of our Company by The Carlyle Group e Reflects tax effect of adjustments at an assumed marginal tax rate of 40%. f Excludes adjustments associated with the application of the two-class method for computing diluted earnings per share. g Fiscal 2012 reflects restructuring charges of approximately $15.7 million incurred during the three months ended March 31, 2012, net of approximately $4.5 million of revenue recognized on recoverable expenses, associated with the cost of a restructuring plan to reduce certain personnel and infrastructure costs. h Excel available on investors.boozallen.com 26 $ in thousands, except where otherwise noted FY2008 Proforma FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 Adjusted Operating Income Operating income 66,401 $ 199,554 $ 319,444 $ 387,432 $ 446,234 $ 460,611 $ 458,822 $ 444,584 $ Certain stock-based compensation expense 82,019 68,517 39,947 14,241 5,868 1,094 — — Amortization of intangible assets (b) 3,077 40,597 28,641 16,364 12,510 8,450 4,225 4,225 Net restructuring charge (g) 57,833 — — 11,182 — — — — Purchase accounting adjustments — 1,074 — — — — — — Transaction expenses — 3,415 4,448 — 2,725 — 2,039 — Adjusted Operating Income 209,330 $ 313,157 $ 392,480 $ 429,219 $ 467,337 $ 470,155 $ 465,086 $ 448,809 $ Adjusted Operating Income Margin (%) 4.8% 6.1 % 7.0 % 7.3 % 8.1 % 8.6 % 8.8 % 8.3 % EBITDA & Adjusted EBITDA Net income 17,874 $ (49,441) $ 25,419 $ 84,694 $ 239,955 $ 219,058 $ 232,188 $ 232,569 $ 294,094 $ Income tax expense (benefit) 62,693 (25,831) 23,575 43,370 103,919 149,253 148,599 153,349 85,368 Interest and other, net 1,808 141,673 150,560 191,380 43,558 77,923 79,824 72,904 65,122 Depreciation and amortization 33,079 106,335 95,763 80,603 75,205 74,009 72,327 62,660 61,536 EBITDA 115,454 172,736 295,317 400,047 462,637 520,243 532,938 521,482 506,120 Certain stock-based compensation expense 35,013 82,019 68,517 39,947 14,241 5,868 1,094 — — Net restructuring charge — — — — 11,182 — — — — Purchase accounting adjustments — 3,077 1,074 — — — — — — Transaction expenses 5,301 19,512 3,415 4,448 — 2,725 — 2,039 — Non-recurring items (loss for discontinued operations) 71,106 — — — — — — — — Adjusted EBITDA 226,874 $ 277,344 $ 368,323 $ 444,442 $ 488,060 $ 528,836 $ 534,032 $ 523,521 $ 506,120 $ Adjusted EBITDA Margin (%) 6.3 % 6.4 % 7.2 % 7.9 % 8.3 % 9.2 % 9.7 % 9.9 % 9.4 % Adjusted Net Income Net income (49,441) $ 25,419 $ 84,694 $ 239,955 $ 219,058 $ 232,188 $ 232,569 $ 294,094 $ Certain stock-based compensation expense 82,019 68,517 39,947 14,241 5,868 1,094 — — Net restructuring charge — — — 11,182 — — — — Purchase accounting adjustments 3,077 1,074 — — — — — — Transaction expenses — 3,415 20,948 — 2,725 — 2,039 — Amortization of intangible assets (b) 57,833 40,597 28,641 16,364 12,510 8,450 4,225 4,225 Amortization or write-off of debt issuance — costs and write-off of original issue discount 3,106 5,700 50,102 4,783 13,018 6,719 6,545 5,201 Net gain on sale of state and local transportation business — — — (5,681) — — — — Release of income tax reserves (d) — — (10,966) (35,022) — — — (53,301) Adjustments for tax effect (e) (58,414) (47,721) (55,855) (18,628) (13,649) (6,505) (5,124) (3,770) Adjusted Net Income 38,180 $ 97,001 $ 157,511 $ 227,194 $ 239,530 $ 241,946 $ 240,254 $ 246,449 $ Adjusted Net Income Margin (%) 0.9 % 1.9 % 2.8 % 3.9 % 4.2 % 4.4 % 4.6 % 4.6 % Adjusted Diluted Earnings per Share Weighted-average number of diluted shares outstanding 105,695,340 116,228,380 127,448,700 140,812,012 144,854,724 148,681,074 150,375,531 149,719,137 Adjusted Net Income per Diluted Share (f) 0.36 $ 0.83 $ 1.24 $ 1.61 $ 1.65 $ 1.63 $ 1.60 $ 1.65 $ Free Cash Flow Net cash provided by operating activities (6,217) $ 270,484 $ 296,339 $ 360,046 $ 464,654 $ 332,718 $ 309,958 $ 249,234 $ Less: Purchases of property and equipment (46,149) (49,271) (88,784) (76,925) (33,113) (20,905) (36,041) (66,635) Free Cash Flow (52,366) $ 221,213 $ 207,555 $ 283,121 $ 431,541 $ 311,813 $ 273,917 $ 182,599 $ Free Cash Flow to Adjusted Net Income Conversion Ratio (1.4) 2.3 1.3 1.2 1.8 1.3 1.1 0.7


SLIDE 28

Financial and operational highlights 27 Additional operating data (a), (d) a All interim periods reflect unaudited numbers while annual numbers are audited. b Calculated as the change in total backlog during the relevant fiscal quarter plus the relevant fiscal quarter revenue, all divided by the relevant fiscal quarter revenue. c In Q4 FY2016 consulting staff headcount as of March 31, 2015 was adjusted to conform to the current quarter's internal realignment of certain personnel that are engaged in general corporate functions. d Excel available on investors.boozallen.com. To update


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Financial and operational highlights 28 a All interim periods reflect unaudited numbers while annual numbers are audited. b Cash flow numbers are on a year-to-date basis for all periods presented. c In Q4 FY2016 the Company adopted two Accounting Standards Updates issued by the Financial Accounting Standards Board. As a result, Q4 2015 amounts have been reclassified to conform to the current presentation. d Excel available on investors.boozallen.com. Other key financial metrics(a), (d)