Document



 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________ 
FORM 10-Q
 ___________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File No. 001-34972
 ___________________________________
Booz Allen Hamilton Holding Corporation
(Exact name of registrant as specified in its charter)
 ___________________________________
Delaware
 
26-2634160
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
8283 Greensboro Drive, McLean, Virginia
 
22102
(Address of principal executive offices)
 
(Zip Code)
(703) 902-5000
Registrant’s telephone number, including area code
(Former name, former address, and former fiscal year if changed since last report.)
___________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
  
x
  
Accelerated filer
  
¨
Non-accelerated filer
  
 
  
Smaller reporting company
  
¨
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Shares Outstanding
as of January 29, 2019
Class A Common Stock
140,081,705

Class B Non-Voting Common Stock

Class C Restricted Common Stock

Class E Special Voting Common Stock






TABLE OF CONTENTS
 
 
 
 
ITEM 1
 
 
 
ITEM 2
 
 
 
ITEM 3
 
 
 
ITEM 4
 
 
 
 
 
ITEM 1
 
 
 
ITEM 1A
 
 
 
ITEM 2
 
 
 
ITEM 3
 
 
 
ITEM 4
 
 
 
ITEM 5
 
 
 
ITEM 6






PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements
BOOZ ALLEN HAMILTON HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
December 31,
2018
 
March 31,
2018
 
(Unaudited)
 
 
 
(Amounts in thousands, except
share and per share data)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
211,859

 
$
286,958

Accounts receivable, net of allowance
1,322,097

 
1,133,705

Prepaid expenses and other current assets
127,910

 
71,309

Total current assets
1,661,866

 
1,491,972

Property and equipment, net of accumulated depreciation
153,720

 
152,364

Intangible assets, net of accumulated amortization
287,490

 
278,504

Goodwill
1,581,160

 
1,581,146

Other long-term assets
113,741

 
102,633

Total assets
$
3,797,977

 
$
3,606,619

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
57,924

 
$
63,100

Accounts payable and other accrued expenses
615,618

 
557,559

Accrued compensation and benefits
297,785

 
282,750

Other current liabilities
133,096

 
125,358

Total current liabilities
1,104,423

 
1,028,767

Long-term debt, net of current portion
1,715,367

 
1,755,479

Other long-term liabilities
302,932

 
259,882

Total liabilities
3,122,722

 
3,044,128

Commitments and contingencies (Note 18)


 


Stockholders’ equity:
 
 
 
Common stock, Class A — $0.01 par value — authorized, 600,000,000 shares; issued, 159,273,352 shares at December 31, 2018 and 158,028,673 shares at March 31, 2018; outstanding, 140,971,874 shares at December 31, 2018 and 143,446,539 shares at March 31, 2018
1,593

 
1,580

Treasury stock, at cost — 18,301,478 shares at December 31, 2018 and 14,582,134 shares at March 31, 2018
(633,724
)
 
(461,457
)
Additional paid-in capital
387,651

 
346,958

Retained earnings
937,663

 
690,516

Accumulated other comprehensive loss
(17,928
)
 
(15,106
)
Total stockholders’ equity
675,255

 
562,491

Total liabilities and stockholders’ equity
$
3,797,977

 
$
3,606,619

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1




BOOZ ALLEN HAMILTON HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
 
(Amounts in thousands,
except per share data)
 
(Amounts in thousands,
except per share data)
Revenue
$
1,663,112

 
$
1,470,709

 
$
4,923,957

 
$
4,536,524

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of revenue
750,680

 
678,574

 
2,285,062

 
2,111,058

Billable expenses
510,047

 
443,015

 
1,465,831

 
1,378,235

General and administrative expenses
222,673

 
203,946

 
655,410

 
611,008

Depreciation and amortization
17,780

 
16,701

 
50,359

 
48,196

Total operating costs and expenses
1,501,180

 
1,342,236

 
4,456,662

 
4,148,497

Operating income
161,932

 
128,473

 
467,295

 
388,027

Interest expense
(22,036
)
 
(20,604
)
 
(67,357
)
 
(60,309
)
Other income (expense), net
373

 
(1,370
)
 
(2,415
)
 
(3,849
)
Income before income taxes
140,269

 
106,499

 
397,523

 
323,869

Income tax expense
8,232

 
31,572

 
68,569

 
104,683

Net income
$
132,037

 
$
74,927

 
$
328,954

 
$
219,186

Earnings per common share (Note 4):
 
 
 
 
 
 
 
Basic
$
0.92

 
$
0.51

 
$
2.29

 
$
1.48

Diluted
$
0.92

 
$
0.51

 
$
2.27

 
$
1.46


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2





BOOZ ALLEN HAMILTON HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
 
(Amounts in thousands)
 
(Amounts in thousands)
Net income
$
132,037

 
$
74,927

 
$
328,954

 
$
219,186

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Change in unrealized gain (loss) on derivatives designated as cash flow hedges
(7,058
)
 
2,052

 
(4,100
)
 
1,418

Change in postretirement plan costs
447

 
363

 
1,278

 
1,087

Total other comprehensive income (loss), net of tax
(6,611
)
 
2,415

 
(2,822
)
 
2,505

Comprehensive income
$
125,426

 
$
77,342

 
$
326,132

 
$
221,691


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3




BOOZ ALLEN HAMILTON HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Nine Months Ended
December 31,
 
2018
 
2017
 
(Amounts in thousands)
Cash flows from operating activities
 
 
 
Net income
$
328,954

 
$
219,186

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
50,359

 
48,196

Stock-based compensation expense
23,231

 
16,797

Excess tax benefits from stock-based compensation
(6,829
)
 
(10,250
)
Amortization of debt issuance costs and loss on extinguishment
8,150

 
4,003

Losses on dispositions
408

 

Changes in assets and liabilities:
 
 
 
Accounts receivable
(188,392
)
 
(46,370
)
Prepaid expenses and other current assets
(51,264
)
 
7,310

Other long-term assets
34,796

 
(4,108
)
Accrued compensation and benefits
22,670

 
12,016

Accounts payable and other accrued expenses
62,740

 
(18,435
)
Accrued interest
(2,666
)
 
4,130

Other current liabilities
6,146

 
(8,744
)
Other long-term liabilities
(5,100
)
 
23,189

Net cash provided by operating activities
283,203

 
246,920

Cash flows from investing activities
 
 
 
Purchases of property, equipment, and software
(58,076
)
 
(63,067
)
Payments for business acquisitions, net of cash acquired
(20
)
 
(19,113
)
Insurance proceeds received for damage to equipment

 
810

Net cash used in investing activities
(58,096
)
 
(81,370
)
Cash flows from financing activities
 
 
 
Proceeds from issuance of common stock
8,104

 
6,322

Stock option exercises
9,371

 
9,925

Repurchases of common stock
(181,413
)
 
(199,010
)
Cash dividends paid
(81,808
)
 
(75,748
)
Dividend equivalents paid to option holders
(267
)
 
(890
)
Repayment of debt
(116,031
)
 
(262,363
)
Proceeds from debt issuance
62,072

 
428,292

Payment on contingent liabilities from acquisition
(234
)
 

Net cash used in financing activities
(300,206
)
 
(93,472
)
Net (decrease) increase in cash and cash equivalents
(75,099
)
 
72,078

Cash and cash equivalents––beginning of period
286,958

 
217,417

Cash and cash equivalents––end of period
$
211,859

 
$
289,495

Supplemental disclosures of cash flow information
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
62,067

 
$
48,044

Income taxes
$
77,475

 
$
114,782

Supplemental disclosures of non-cash investing and financing activities
 
 
 
Noncash financing activities
$
3,033

 
$

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4




BOOZ ALLEN HAMILTON HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables in thousands, except share and per share data or unless otherwise noted)
1. BUSINESS OVERVIEW
Organization
Booz Allen Hamilton Holding Corporation, including its wholly owned subsidiaries, or the Company, we, us, and our, was incorporated in Delaware in May 2008. The Company provides management and technology consulting, engineering, analytics, digital solutions, mission operations, and cyber expertise to U.S. and international governments, major corporations, and not-for-profit organizations. The Company reports operating results and financial data in one reportable segment. The Company is headquartered in McLean, Virginia, with approximately 25,800 employees as of December 31, 2018.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, or SEC, and should be read in conjunction with the information contained in the Company's Annual Report on Form 10-K for the year ended March 31, 2018. The interim period unaudited condensed consolidated financial statements are presented as described below. Certain information and disclosures normally required for annual financial statements have been condensed or omitted pursuant to GAAP and SEC rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation of the results of the interim period presented have been included. The Company’s fiscal year ends on March 31 and unless otherwise noted, references to fiscal year or fiscal are for fiscal years ended March 31. The results of operations for the nine months ended December 31, 2018 are not necessarily indicative of results to be expected for the full fiscal year.
The condensed consolidated financial statements and notes of the Company include its subsidiaries, and the joint ventures and partnerships over which the Company has a controlling financial interest. The Company uses the equity method to account for investments in entities that it does not control if it is otherwise able to exert significant influence over the entities' operating and financial policies.
Effective April 1, 2018, the Company adopted Accounting Standards Codification (ASC) No. 606, Revenue from Contracts with Customers (Topic 606), and Accounting Standard Updates (ASU) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on a full retrospective method for all amounts and percentages presented and disclosures set forth in this Form 10-Q.
Certain amounts reported in the Company's prior year condensed consolidated financial statements have been reclassified to conform to the current year presentation.
Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of long-lived assets, accrued liabilities, revenue recognition, including the accrual of indirect costs, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, postretirement obligations, certain deferred costs, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ materially from management's estimates.
Recently Adopted Accounting Standards
The Company has completed its assessment for the tax effects of the Tax Cuts and Jobs Act, or the 2017 Tax Act, under the guidance of Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, or SAB 118, during the three months ended December 31, 2018. The Company recorded adjustments to previously recognized provisional estimates primarily related to the re-measurement effects on certain deferred tax balances. The completion of its assessment resulted in a reduction in the provision for income taxes during the third quarter of fiscal 2019. See Note 10 to the consolidated financial statements for further information regarding the impact of the 2017 Tax Act during the third quarter of fiscal 2019.
In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or

5




superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The amendments set forth certain presentation requirements, including that such analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed with all significant reconciling items described by appropriate captions with contributions from and distributions to owners shown separately. The amendments became effective on November 5, 2018 and did not have a material effect on the Company's consolidated financial statements for the fiscal quarter ended December 31, 2018. According to the SEC’s Questions and Answers of General Applicability Question 105.09 dated September 25, 2018 and updated October 4, 2018, the SEC would not object if the filer’s first presentation of the changes in stockholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments. The Company will first present such changes beginning with the first quarter of fiscal 2020.
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Codification No. 606, Revenue from Contracts with Customers (Topic 606). Topic 606, as amended, replaced existing revenue recognition standards by outlining a single set of comprehensive principles for recognizing revenue. The revenue standard also significantly expanded the disclosure requirements for revenue arrangements. Amendments to Topic 606 have generally focused on promoting a more consistent interpretation and application of the principles for recognizing revenue.
Topic 606 was effective for the Company beginning on April 1, 2018 (i.e., beginning with the first quarter fiscal 2019 interim financial statements). The Company adopted the new revenue standard using the full retrospective transition method, which requires that it be applied to each prior reporting period presented and that the cumulative effect of applying the standard be recognized at the earliest period presented (i.e., April 1, 2016, the beginning of the first quarter of fiscal 2017). During fiscal 2018, the Company completed its assessment of the cumulative effect of adopting Topic 606 and assessed the impact to be immaterial as of the date of adoption. The cumulative impact on our retained earnings for the earliest period presented of April 1, 2016 was an increase of $2.9 million. Thereafter, the adoption of Topic 606 increased our fiscal 2017 retained earnings by $8.4 million and decreased our fiscal 2018 retained earnings by $3.4 million, resulting in a cumulative impact on our retained earnings of $7.9 million as of April 1, 2018. The impact of Topic 606 on fiscal 2017 and 2018 results may not be representative of the impact on subsequent years’ results.
For more information on the notable impacts of the adoption of Topic 606 on the Company's accounting policies, practices, estimates, and significant judgments, refer to the Company's Annual Report on Form 10-K for the year ended March 31, 2018 and Note 3, Revenue.
The Company also retrospectively adopted ASU 2017-07, which changed the presentation of net periodic benefit cost components on the condensed consolidated statement of operations. Under this guidance, the service cost component of net periodic benefit cost continues to be presented consistent with other employee compensation costs and within operating income, while the remaining components of net periodic benefit costs are excluded from operating income. As a result, $1.9 million and $5.7 million of net periodic benefit costs related to non-service components, for the three and nine months ended December 31, 2017 respectively, were reclassified to Other income (expense), net in the condensed consolidated statement of operations in the third quarter of fiscal 2018.
The Company's previously issued condensed consolidated financial statements have been adjusted for the retrospective adoption of both Topic 606 and ASU 2017-07, as summarized in the following table:
 
Three Months Ended December 31, 2017
 
Nine Months Ended December 31, 2017
 
Effect of Adoption
 
Effect of Adoption
 
As Reported
 
Topic 606
 
ASU 2017-07
 
As Adjusted
 
As Reported
 
Topic 606
 
ASU 2017-07
 
As Adjusted
Revenue
$
1,499,914

 
$
(29,205
)
 
$

 
$
1,470,709

 
$
4,535,569

 
$
955

 
$

 
$
4,536,524

Operating income
118,087

 
8,486

 
1,900

 
128,473

 
384,037

 
(1,713
)
 
5,703

 
388,027

Income before income taxes
98,013

 
8,486

 

 
106,499

 
325,582

 
(1,713
)
 

 
323,869

Net income
$
69,773

 
$
5,154

 
$

 
$
74,927

 
$
220,226

 
$
(1,040
)
 
$

 
$
219,186

Earnings per common share (Note 4):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.48

 
$
0.03

 
$

 
$
0.51

 
$
1.49

 
$
(0.01
)
 
$

 
$
1.48

Diluted
$
0.47

 
$
0.04

 
$

 
$
0.51

 
$
1.47

 
$
(0.01
)
 
$

 
$
1.46




6




Recent Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This guidance requires a customer in a cloud computing arrangement that is a service contract to follow existing internal-use software guidance to determine which implementation costs to defer and recognize as an asset. ASU 2018-15 generally aligns the guidance on capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with that of implementation costs incurred to develop or obtain internal-use software, including hosting arrangements that include an internal-use software license. ASU 2018-15 is effective for interim reporting periods for fiscal years beginning after December 15, 2019. Early adoption is permitted. The standard may be adopted either retrospectively or prospectively. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures.
In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities. This guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the guidance also expands an entity's ability to apply hedge accounting for nonfinancial and financial risk components, simplifies the hedge documentation and hedge effectiveness assessment requirements, and modifies certain disclosure requirements. ASU 2017-12 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability of accounting for lease transactions. The new leasing standard requires lessees to recognize lease assets and lease liabilities on their balance sheet for all leases with a lease term of greater than 12 months. Lessor accounting is largely unchanged. Topic 842 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB provided an alternative transition method of adoption through ASU No. 2018-11, Targeted Improvements, which permits the recognition of a cumulative-effect adjustment to retained earnings on the date of adoption. The Company intends to adopt the standard beginning in fiscal 2020 using the modified retrospective transition approach, specifically, using the alternative transition method provided by ASU 2018-11.
A dedicated implementation team continues to make progress toward completing the evaluation of the impact of the new standard. The Company's assessment efforts to date have included reviewing the provisions of Topic 842, gathering information to evaluate its lease population and portfolio, evaluating the nature of real and personal property and other arrangements that may meet the definition of a lease, designing and implementing one-time implementation controls as well as new post-adoption lease processes and controls, implementing a new lease accounting software solution, and evaluating certain accounting policy elections. The Company anticipates finalizing its accounting policy, accounting software, systems and process modifications during the fourth quarter of fiscal 2019. The Company intends to elect certain practical expedients provided under Topic 842, including the option not to apply lease recognition for short–term leases; an election to not separate lease from non-lease components; and a package of practical expedients such that, upon the initial adoption of Topic 842, the Company will not reassess whether expired or existing contracts contain leases, the lease classification for expired or existing leases, nor will the Company reassess initial direct costs for expired or existing leases.
The Company expects that upon adoption it will recognize a material right-of-use asset and lease liability on the balance sheet. The Company does not expect the standard to have any other material impact on the consolidated financial statements. Adoption of the standard is not expected to impact the Company’s ability to comply with the financial covenants as defined in the Credit Agreement as discussed further in Note 8. The Company is continuing to refine its processes in order to meet the accounting and disclosure requirements upon adoption of Topic 842 in the first quarter of fiscal 2020.
Other accounting and reporting pronouncements issued after December 31, 2018 and through the filing date are not expected to have a material impact on the Company's condensed consolidated financial statements.
3. REVENUE
Revenue Recognition
The Company's revenues from contracts with customers (clients) are derived from offerings that include consulting, analytics, digital solutions, engineering, and cyber services, substantially with the U.S. government and its agencies and, to a lesser extent, subcontractors. The Company also serves foreign governments, as well as domestic and international commercial clients. The Company performs under various types of contracts, which include cost-reimbursable-plus-fee contracts, time-and-materials contracts, and fixed-price contracts.
The Company considers a contract with a customer to exist under Topic 606 when there is approval and commitment from both the Company and the customer, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. The Company also will consider whether two or more

7




contracts entered into with the same customer should be combined and accounted for as a single contract. Furthermore, in certain transactions with commercial clients and with the U.S. government, the Company may commence providing services prior to receiving a formal approval from the customer. In these situations, the Company will consider the factors noted above, the risks associated with commencing the work and legal enforceability in determining whether a contract with the customer exists under Topic 606.
Customer contracts are often modified to change the scope, price, specifications or other terms within the existing arrangement. Contract modifications are evaluated by management to determine whether the modification should be accounted for as part of the original performance obligation(s) or as a separate contract. If the modification adds distinct goods or services and increases the contract value proportionate to the stand-alone selling price of the additional goods or services, it will be accounted for as a separate contract. Generally, the Company’s contract modifications do not include goods or services which are distinct, and therefore are accounted for as part of the original performance obligation(s) with any impact on transaction price or estimated costs at completion being recorded as through a cumulative catch-up adjustment to revenue.
The Company evaluates each service deliverable contracted with the customer to determine whether they represent promises to transfer distinct goods or services. Under Topic 606, these are referred to as performance obligations. One or more service deliverables often represent a single performance obligation. This evaluation requires significant judgment and the impact of combining or separating performance obligations may change the time over which revenue from the contract is recognized. The Company’s contracts generally provide a set of integrated or highly interrelated tasks or services and are therefore accounted for as a single performance obligation. However, in cases where we provide more than one distinct good or service within a customer contract, the contract is separated into individual performance obligations which are accounted for discretely.
Contracts with the U.S. government are subject to the Federal Acquisition Regulation ("FAR") and are priced based on estimated or actual costs of providing the goods or services. The Company derives a majority of its revenue from contracts awarded through a competitive bidding process. Pricing for non-U.S. government agencies and commercial customers is based on discrete negotiations with each customer. Certain of the Company’s contracts contain award fees, incentive fees or other provisions that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and may be based upon customer discretion. Management estimates variable consideration as the most likely amount that we expect to achieve based on our assessment of the variable fee provisions within the contract, prior experience with similar contracts or clients, and management’s evaluation of the performance on such contracts. The Company may perform work under a contract that has not been fully funded if the work has been authorized by the management and the customer to proceed. The Company evaluates unfunded amounts as variable consideration in estimating the transaction price. We include the estimated variable consideration in our transaction price to the extent that it is probable that a significant reversal of revenue will not occur upon the ultimate settlement of the variable fee provision. In the limited number of situations where our contracts with customers contain more than one performance obligation, the Company allocates the transaction price of a contract between the performance obligations in the proportion to their respective stand-alone selling prices. The Company generally estimates the stand-alone selling price of performance obligations based on an expected cost-plus margin approach as allowed under Topic 606. Our U.S. government contracts generally contain FAR provisions that enable the customer to terminate a contract for default or for the convenience of the U.S. government.
The Company recognizes revenue for each performance obligation identified within our customer contracts when, or as, the performance obligation is satisfied by transferring the promised goods or services. Revenue may either be recognized over time, or at a point in time. The Company generally recognizes revenue over time as our contracts typically involve a continuous transfer of control to the customer. A continuous transfer of control under contracts with the U.S. government and its agencies is evidenced by clauses which require the Company to be paid for costs incurred plus a reasonable margin in the event that the customer unilaterally terminates the contract for convenience. For contracts where the Company recognizes revenue over time, a contract cost-based input method is generally used to measure progress towards satisfaction of the underlying performance obligation(s). Contract costs include direct costs such as materials, labor and subcontract costs, as well as indirect costs identifiable with, or allocable to, a specific contract that are expensed as incurred. The Company does not incur material incremental costs to acquire or fulfill contracts. Under a contract cost-based input method, revenue is recognized based on the proportion of contract costs incurred to the total estimated costs expected to be incurred upon completion of the underlying performance obligation. The Company includes both funded and unfunded portions of customer contracts in this estimation process.
For interim financial reporting periods, contract revenue attributable to indirect costs is recognized based upon agreed-upon annual forward-pricing rates established with the U.S. government at the start of each fiscal year. Forward pricing rates are estimated and agreed upon between the Company and the U.S. government and represent indirect contract costs required to execute and administer contract obligations. The impact of any agreed-upon changes, or changes in the estimated annual forward-pricing rates, will be recorded in the interim financial reporting period when such changes are identified. This change

8




relates to the interim financial reporting period differences between the actual indirect cost incurred and allocated to customer contracts compared to the estimated amounts allocated to contracts using the estimated annual forward-pricing rates established with the U.S. government.
On certain contracts, principally time-and-materials and cost-reimbursable-plus-fee contracts, revenue is recognized using the right-to-invoice practical expedient as the Company is contractually able to invoice the customer based on the control transferred. However, we did not elect to use the practical expedient which would allow the Company to exclude contracts recognized using the right-to-invoice practical expedient from the remaining performance obligations disclosed below. Additionally, for stand-ready performance obligations to provide services under fixed-price contracts, revenue is recognized over time using a straight-line measure of progress as the control of the services is provided to the customer ratably over the term of the contract. If a contract does not meet the criteria for recognition of revenue over time, we recognize revenue at the point in time when control of the good or service is transferred to the customer. Determining a measure of progress towards the satisfaction of performance obligations requires management to make judgments that may affect the timing of revenue recognition.
In addition to the right-to-invoice practical expedient discussed above, the Company applied certain other practical expedients permitted by Topic 606, which include: a) using the portfolio approach where contracts with similar characteristics were assessed collectively to evaluate risk of being impacted by the adoption of Topic 606; b) applying the practical expedient allowing the Company to not restate completed contracts which began and ended in the same fiscal year prior to the date of the initial adoption; and c) electing to omit the disclosure related to remaining performance obligations for reporting periods presented before the date of the initial adoption.
Contract Estimates
Many of our contracts recognize revenue under a contract cost-based input method and require an Estimate-at-Completion (EAC) process, which management uses to review and monitor the progress towards the completion of our performance obligations. Under this process, management considers various inputs and assumptions related to the EAC, including, but not limited to, progress towards completion, labor costs and productivity, material and subcontractor costs, and identified risks. Estimating the total cost at completion of performance obligations is subjective and requires management to make assumptions about future activity and cost drivers under the contract. Changes in these estimates can occur for a variety of reasons and, if significant, may impact the profitability of the Company’s contracts. Changes in estimates related to contracts accounted for under the EAC process are recognized in the period when such changes are made on a cumulative catch-up basis. If the estimate of contract profitability indicates an anticipated loss on a contract, the Company recognizes the total loss at the time it is identified. For each of the the three and nine month periods ended December 31, 2018 and 2017, the aggregate impact of adjustments in contract estimates was not material.
Performance Obligations
Remaining performance obligations represent the transaction price of exercised contracts for which work has not yet been performed, irrespective of whether funding has or has not been authorized and appropriated as of the date of exercise. Remaining performance obligations do not include negotiated but unexercised options or the unfunded value of expired contracts.
As of December 31, 2018, the Company had $6.2 billion of remaining performance obligations and we expect to recognize more than half of the remaining performance obligations as revenue over the next 12 months, and approximately three quarters over the next 24 months. The remainder is expected to be recognized thereafter.
Disaggregation of Revenue
We disaggregate our revenue from contracts with customers by contract type, customer, as well as whether the Company acts as prime contractor or sub-contractor, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following series of tables presents our revenue disaggregated by these categories.
Revenue by Contract Type:
We generate revenue under the following three basic types of contracts:
Cost-Reimbursable Contracts: Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract, up to a ceiling based on the amount that has been funded, plus a fixed fee or award fee.
Time-and-Materials Contracts: Under contracts in this category, we are paid a fixed hourly rate for each direct labor hour expended, and we are reimbursed for billable material costs and billable out-

9




of-pocket expenses inclusive of allocable indirect costs. We assume the financial risk on time-and-materials contracts because our costs of performance may exceed negotiated hourly rates.
Fixed-Price Contracts: Under a fixed-price contract, we agree to perform the specified work for a predetermined price. To the extent our actual direct and allocated indirect costs decrease or increase from the estimates upon which the price was negotiated, we will generate more or less profit, respectively, or could incur a loss.
The table below presents the total revenue for each type of contract:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Cost-reimbursable
$
901,660

54
%
 
$
740,069

50
%
 
$
2,612,938

53
%
 
$
2,305,983

51
%
Time-and-materials
376,368

23
%
 
372,935

26
%
 
1,172,461

24
%
 
1,139,749

25
%
Fixed-price
385,084

23
%
 
357,705

24
%
 
1,138,558

23
%
 
1,090,792

24
%
Total Revenue
$
1,663,112

100
%
 
$
1,470,709

100
%
 
$
4,923,957

100
%
 
$
4,536,524

100
%
Revenue by Customer Type:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
U.S. government:
 
 
 
 
 
 
 
 
 
 
 
Defense Clients
$
767,340

46
%
 
$
665,827

45
%
 
$
2,280,892

46
%
 
$
2,084,092

46
%
Intelligence Clients
378,043

23
%
 
360,053

24
%
 
1,161,256

24
%
 
1,108,058

24
%
Civil Clients
444,661

27
%
 
392,249

27
%
 
1,297,823

26
%
 
1,200,943

27
%
Total U.S. government
1,590,044

96
%
 
1,418,129

96
%
 
4,739,971

96
%
 
4,393,093

97
%
Global Commercial Clients
73,068

4
%
 
52,580

4
%
 
183,986

4
%
 
143,431

3
%
Total Revenue
$
1,663,112

100
%
 
$
1,470,709

100
%
 
$
4,923,957

100
%
 
$
4,536,524

100
%
Revenue by Whether the Company Acts as a Prime Contractor or a Sub-Contractor:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Prime Contractor
$
1,534,912

92
%
 
$
1,342,858

91
%
 
$
4,524,247

92
%
 
$
4,144,107

91
%
Sub-contractor
128,200

8
%
 
127,851

9
%
 
399,710

8
%
 
392,417

9
%
Total Revenue
$
1,663,112

100
%
 
$
1,470,709

100
%
 
$
4,923,957

100
%
 
$
4,536,524

100
%
Contract Balances
Contract assets primarily consist of unbilled receivables typically resulting from revenue recognized exceeding the amount billed to the customer and right to payment is not just subject to the passage of time. Contract liabilities primarily consist of advance payments, billings in excess of costs incurred and deferred revenue. Contract assets and liabilities are reported on a net contract basis at the end of each reporting period. The Company maintains an allowance for doubtful accounts to provide for an estimate of uncollected receivables. Refer to Note 5 for more information on receivables recognized from contracts accounted for under Topic 606.
The following table summarizes the contract balances recognized on the Company’s condensed consolidated balance sheets:

10




 
December 31,
2018
 
March 31,
2018
Contract assets:
 
 
 
Current
$
789,811

 
$
738,646

Long-term
61,013

 
59,633

Total
$
850,824

 
$
798,279

Contract liabilities:
 
 
 
Advance payments, billings in excess of costs incurred and deferred revenue
$
23,034

 
$
27,522

Changes in contract assets and contract liabilities are primarily due to the timing difference between the Company’s performance of services and payments from customers. For the three months ended December 31, 2018 and 2017, we recognized revenue of $1.9 million and $1.6 million, respectively, and for the nine months ended December 31, 2018 and 2017, we recognized revenue of $23.8 million and $15.3 million, respectively, related to our contract liabilities on April 1, 2018 and 2017, respectively. To determine revenue recognized from contract liabilities during the reporting periods, the Company allocates revenue to individual contract liability balances and applies revenue recognized during the reporting periods first to the beginning balances of contract liabilities until the revenue exceeds the balances.

4. EARNINGS PER SHARE
The Company computes basic and diluted earnings per share amounts based on net income for the periods presented. The Company uses the weighted-average number of common shares outstanding during the period to calculate basic earnings per share, or EPS. Diluted EPS adjusts the weighted average number of shares outstanding to include the dilutive effect of outstanding common stock options and other stock-based awards.
The Company currently has outstanding shares of Class A Common Stock. Unvested Class A Restricted Common Stock holders are entitled to participate in non-forfeitable dividends or other distributions. These unvested restricted shares participated in the Company's dividends declared and were paid in the first, second and third quarters of fiscal 2019 and 2018. As such, EPS is calculated using the two-class method whereby earnings are reduced by distributed earnings as well as any available undistributed earnings allocable to holders of unvested restricted shares. A reconciliation of the income used to compute basic and diluted EPS for the periods presented are as follows:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Earnings for basic computations (1)
$
131,190

 
$
74,255

 
$
326,863

 
$
217,269

Weighted-average common shares outstanding for basic computations
141,890,875

 
144,942,367

 
142,539,656

 
146,580,891

Earnings for diluted computations (1)
$
131,195

 
$
74,260

 
$
326,877

 
$
217,285

Dilutive stock options and restricted stock
1,166,025

 
1,628,250

 
1,293,230

 
1,866,357

Weighted-average common shares outstanding for diluted computations
143,056,900

 
146,570,617

 
143,832,886

 
148,447,248

Earnings per common share
 
 
 
 
 
 
 
Basic
$
0.92

 
$
0.51

 
$
2.29

 
$
1.48

Diluted
$
0.92

 
$
0.51

 
$
2.27

 
$
1.46

(1) During the three months ended December 31, 2018 and 2017, approximately 0.9 million and 1.3 million participating securities, respectively, were paid dividends totaling $0.2 million in both periods. During the nine months ended December 31, 2018 and 2017, approximately 0.9 million and 1.3 million participating securities, respectively, were paid dividends totaling $0.5 million and $0.6 million, respectively. For the three months ended December 31, 2018 and 2017, there were undistributed earnings of $0.7 million and $0.4 million, respectively, allocated to the participating class of securities in both basic and diluted EPS. For the nine months ended December 31, 2018 and 2017, there were undistributed earnings of $1.6 million and $1.3 million, respectively, allocated to the participating class of securities in both basic and diluted EPS. The allocated undistributed earnings and the dividends paid comprise the difference between net income presented on the condensed consolidated statements of operations and earnings for basic and diluted computations for the three and nine months ended December 31, 2018 and 2017.

11




The EPS calculation for the three months ended December 31, 2018 and 2017 excludes 0.1 million and 0.4 million options, respectively, as their impact was anti-dilutive. The EPS calculation for the nine months ended December 31, 2018 and 2017 excludes 0.2 million and 0.3 million options, respectively, as their impact was anti-dilutive.
5. ACCOUNTS RECEIVABLE, NET OF ALLOWANCE
Accounts receivable, net of allowance consisted of the following: 
 
December 31,
2018
 
March 31,
2018
Current assets
 
 
 
Accounts receivable–billed
$
543,355

 
$
395,136

Accounts receivable–unbilled
789,811

 
738,646

Allowance for doubtful accounts
(11,069
)
 
(77
)
Accounts receivable, net of allowance
1,322,097

 
1,133,705

Other long-term assets
 
 
 
Accounts receivable–unbilled
61,013

 
59,633

Total accounts receivable, net
$
1,383,110

 
$
1,193,338

Unbilled amounts represent revenues for which billings have not been presented to customers at quarter-end or year-end. These amounts are usually billed and collected within one year. Long-term unbilled receivables not anticipated to be billed and collected within one year, which are primarily related to retainage, holdbacks, and long-term rate settlements to be billed at contract closeout, are included in other long-term assets in the accompanying condensed consolidated balance sheets. The Company recognized a (benefit) provision for doubtful accounts (including certain unbilled reserves) of $0.5 million and $(0.2) million for the three months ended December 31, 2018 and 2017, respectively, and $11.2 million and $2.9 million for the nine months ended December 31, 2018 and 2017.
The primary financial instruments, other than derivatives, that potentially subject the Company to concentrations of credit risk are accounts receivable. The Company's primary customers are U.S. federal government agencies and prime contractors under contracts with the U.S. government. The Company continuously reviews its accounts receivable and records provisions for doubtful accounts as needed.
6. ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES
Accounts payable and other accrued expenses consisted of the following: 
 
December 31,
2018
 
March 31,
2018
Vendor payables
$
365,827

 
$
339,993

Accrued expenses
249,791

 
217,566

Total accounts payable and other accrued expenses
$
615,618

 
$
557,559

Accrued expenses consisted primarily of the Company’s reserve related to potential cost disallowance in conjunction with government audits. Refer to Note 18 for further discussion of this reserve.

7. ACCRUED COMPENSATION AND BENEFITS
Accrued compensation and benefits consisted of the following: 
 
December 31,
2018
 
March 31,
2018
Bonus
$
73,910

 
$
87,817

Retirement
80,793

 
35,743

Vacation
117,746

 
131,519

Other
25,336

 
27,671

Total accrued compensation and benefits
$
297,785

 
$
282,750


12




8. DEBT
Debt consisted of the following: 
  
December 31, 2018
 
March 31, 2018
  
Interest
Rate
 
Outstanding
Balance
 
Interest
Rate
 
Outstanding
Balance
Term Loan A
4.02
%
 
$
1,051,207

 
3.88
%
 
$
1,094,275

Term Loan B
4.52
%
 
392,037

 
3.88
%
 
395,000

Senior Notes
5.13
%
 
350,000

 
5.13
%
 
350,000

Less: Unamortized debt issuance costs and discount on debt
 
 
(19,953
)
 
 
 
(20,696
)
Total
 
 
1,773,291

 
 
 
1,818,579

Less: Current portion of long-term debt
 
 
(57,924
)
 
 
 
(63,100
)
Long-term debt, net of current portion
 
 
$
1,715,367

 
 
 
$
1,755,479

Term Loans and Revolving Credit Facility
On July 23, 2018 (the "Amendment Effective Date"), Booz Allen Hamilton Inc. ("Booz Allen Hamilton") and Booz Allen Hamilton Investor Corporation ("Investor"), and certain wholly-owned subsidiaries of Booz Allen Hamilton, entered into the Sixth Amendment (the "Sixth Amendment") to the Credit Agreement (as amended, the "Credit Agreement"), dated as of July 31, 2012 among Booz Allen Hamilton, Investor, certain wholly-owned subsidiaries of Booz Allen Hamilton and Bank of America, N.A., as Administrative Agent, and Collateral Agent and the other lenders and financial institutions from time to time party thereto (as previously amended by the First Amendment to the Credit Agreement, dated as of August 16, 2013, the Second Amendment to Credit Agreement, dated as of May 7, 2014, the Third Amendment to the Credit Agreement, dated as of July 13, 2016, the Fourth Amendment to the Credit Agreement, dated as of February 6, 2017, and the Fifth Amendment to the Credit Agreement, dated as of March 7, 2018). The Sixth Amendment provides for a new delayed draw (the "Delayed Draw Facility") on the tranche A term loan ("Term Loan A") facility in the amount of up to $400.0 million and extended the maturity of the Term Loan A and the revolving credit facility (the "Revolving Credit Facility") to July 2023. Additionally, the Sixth Amendment reduced the interest rate spread applicable to the Term Loan A and the Revolving Credit Facility from a range of 1.50% to 2.25% to a range of 1.25% to 2.00% based on consolidated net total leverage. The interest rate applicable to the Term Loan B ("Term Loan B" and, together with Term Loan A, the "Term Loans") remained unchanged.
Prior to the Sixth Amendment, approximately $1,079.5 million was outstanding under Term Loan A. Pursuant to the Sixth Amendment, certain lenders converted their existing Term Loan A loans into a new tranche of Term Loan A loans in an aggregate amount, along with Term Loan A loans advanced by certain new lenders, of approximately $1,479.5 million, $400.0 million of which will be available as the Delayed Draw Facility. The Delayed Draw Facility is accessible for nine months from the Amendment Effective Date (the "Delayed Draw Availability Period"). The Company is able to draw on the Delayed Draw Facility on up to two occasions during the Delayed Draw Availability Period in an amount per draw (x) of not less than $100.0 million per draw or (y) equal to the amount of unused commitments in respect of the Delayed Draw Facility remaining at the time of such borrowing. The proceeds from the new lenders were used to prepay in full all of the existing Term Loan A that was not converted into the new Term Loan A tranche. The proceeds of the Delayed Draw Facility will be used for general corporate purposes and other purposes not prohibited by the Credit Agreement.
Prior to the Sixth Amendment, $500.0 million was available under the revolving credit facility. Pursuant to the Sixth Amendment, certain lenders under the Existing Credit Agreement converted their Existing Revolving Commitments into a new tranche of revolving commitments (the "New Revolving Commitments" and the revolving credit loans made thereunder, the "New Revolving Loans") in an aggregate amount, along with New Revolving Commitments of certain new lenders, of $500.0 million.
As of December 31, 2018, the Credit Agreement provided Booz Allen Hamilton with a $1,051.2 million Term Loan A, $400.0 million Delayed Draw Facility, a $392.0 million Term Loan B, and $500.0 million in New Revolving Commitments with a sub-limit for letters of credit of $100.0 million. As of December 31, 2018, the maturity date of Term Loan A and the termination date for the Revolving Credit Facility was July 23, 2023 and the maturity date of Term Loan B was June 30, 2023. Booz Allen Hamilton’s obligations and the guarantors’ guarantees under the Credit Agreement are secured by a first priority lien on substantially all of the assets (including capital stock of subsidiaries) of Booz Allen Hamilton, Investor, and the subsidiary guarantors, subject to certain exceptions set forth in the Credit Agreement and related documentation. Subject to specified conditions, without the consent of the then-existing lenders (but subject to the receipt of commitments), the Term Loans or New

13




Revolving Credit Facility may be expanded (or a new term loan facility or revolving credit facility added to the existing facilities) by up to (i) greater of (x) $627 million and (y) 100% of consolidated EBITDA of Booz Allen Hamilton, as of the end of the most recently ended four quarter period for which financial statements have been delivered pursuant to the Credit Agreement plus (ii) the aggregate principal amount under which pro forma consolidated net secured leverage remains less than or equal to 3.50:1.00.
At Booz Allen Hamilton’s option, borrowings under the Secured Credit Facility bear interest based either on LIBOR (adjusted for maximum reserves, and subject to a floor of zero) for the applicable interest period or a base rate (equal to the highest of (x) the administrative agent’s prime corporate rate, (y) the overnight federal funds rate plus 0.50%, and (z) three-month LIBOR (adjusted for maximum reserves, and subject to a floor of zero) plus 1.00%), in each case plus an applicable margin, payable at the end of the applicable interest period and in any event at least quarterly. The applicable margin for Term Loan A and borrowings under the Revolving Credit Facility ranges from 1.25% to 2.00% for LIBOR loans and 0.25% to 1.00% for base rate loans, in each case based on Booz Allen Hamilton’s consolidated total net leverage ratio. The applicable margin for Term Loan B is 2.00% for LIBOR loans and 1.00% for base rate loans. Unused commitments under the Revolving Credit Facility are subject to a quarterly fee ranging from 0.20% to 0.35% based on Booz Allen Hamilton’s consolidated total net leverage ratio.
Booz Allen Hamilton occasionally borrows under the Revolving Credit Facility in anticipation of cash demands. During the first and second quarters of fiscal 2019, Booz Allen Hamilton accessed a total of $70.0 million of the $500.0 million New Revolving Commitments. As of December 31, 2018 and March 31, 2018, there were no amounts outstanding under the Revolving Credit Facility. On January 30, 2019, Booz Allen Hamilton, Inc. accessed an additional $40.0 million from the Revolving Credit Facility.
The Credit Agreement requires quarterly principal payments of 1.25% of the stated principal amount of Term Loan A until maturity, and quarterly principal payments of 0.25% of the stated principal amount of Term Loan B until maturity.
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include limitations on the following, in each case subject to certain exceptions: (i) indebtedness and liens, (ii) mergers, consolidations or amalgamations, liquidations, wind-ups or dissolutions, and disposition of all or substantially all assets; (iii) dispositions of property; (iv) restricted payments; (v) investments; (vi) transactions with affiliates; (vii) change in fiscal periods; (viii) negative pledges; (ix) restrictive agreements; (x) line of business; and (xi) speculative hedging. The events of default include the following, in each case subject to certain exceptions: (a) failure to make required payments under the Secured Credit Facility; (b) material breaches of representations or warranties under the Secured Credit Facility; (c) failure to observe covenants or agreements under the Secured Credit Facility; (d) failure to pay or default under certain other material indebtedness; (e) bankruptcy or insolvency; (f) certain Employee Retirement Income Security Act, or ERISA events; (g) certain material judgments; (h) actual or asserted invalidity of the Guarantee and Collateral Agreements or the other security documents or failure of the guarantees or perfected liens thereunder; and (i) a change of control. In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely Consolidated Net Total Leverage and Consolidated Net Interest Coverage Ratios. As of December 31, 2018 and March 31, 2018, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt and debt-like instruments.
Senior Notes
On April 25, 2017, Booz Allen Hamilton issued $350 million aggregate principal amount of its 5.125% Senior Notes (the "Senior Notes"), under an Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, certain subsidiaries of Booz Allen Hamilton, as guarantors (the "Subsidiary Guarantors"), and Wilmington Trust, National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, the Subsidiary Guarantors and the Trustee. Each of Booz Allen Hamilton's existing and future domestic restricted subsidiaries that guarantee its obligations under the Secured Credit Facility and certain other indebtedness will guarantee the Senior Notes on a senior unsecured basis. Interest is payable semi-annually on May 1 and November 1 of each year, beginning on November 1, 2017, and principal is due at maturity on May 1, 2025. In connection with the Senior Notes, the Company recognized $6.7 million of issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the Senior Notes. During fiscal 2019, interest payments of $17.9 million were made for the Senior Notes.

14




Borrowings under the Term Loans and, if used, the Revolving Credit Facility, incur interest at a variable rate. In accordance with Booz Allen Hamilton’s risk management strategy, Booz Allen Hamilton executed a series of interest rate swaps. As of December 31, 2018, Booz Allen Hamilton had interest rate swaps with an aggregate notional amount of $600 million. These instruments hedge the variability of cash outflows for interest payments on the floating portion of the term loan debt. The Company's objectives in using cash flow hedges are to reduce volatility due to interest rate movements and to add stability to interest expense (See Note 9 in our condensed consolidated financial statements).
Interest on debt and debt-like instruments consisted of the following:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
 
(In thousands)
Term Loan A Interest Expense
$
10,336

 
$
9,198

 
$
31,523

 
$
27,369

Term Loan B Interest Expense
4,318

 
3,493

 
12,350

 
10,284

Interest on Revolving Credit Facility

 
43

 
61

 
242

Senior Notes Interest Expense
4,484

 
4,485

 
13,453

 
12,258

Deferred Payment Obligation Interest (1)
2,000

 
2,000

 
6,015

 
6,022

Amortization of Debt Issuance Cost (DIC) and Original Issue Discount (OID) (2)
1,230

 
1,370

 
3,848

 
4,003

Other
(332
)
 
15

 
107

 
131

Total Interest Expense
$
22,036

 
$
20,604

 
$
67,357

 
$
60,309

(1) Interest payments on the deferred payment obligation are made twice a year in January and July.
(2) DIC and OID on the Term Loans and Senior Notes are recorded as a reduction of long-term debt in the condensed consolidated balance sheet and are amortized ratably over the life of the related debt using the effective rate method. DIC on the Revolving Credit Facility is recorded as a long-term asset on the condensed consolidated balance sheet and amortized ratably over the term of the Revolving Credit Facility.

9. DERIVATIVES
The Company utilizes derivative financial instruments to manage interest rate risk related to its variable rate debt. The Company’s objectives in using these interest rate derivatives, which were designated as cash flow hedges, are to manage its exposure to interest rate movements and reduce volatility of interest expense. During the third quarter of fiscal 2019, the Company entered into three forward starting floating-to-fixed interest rate swap agreements with three financial institutions with a start date of April 30, 2019 with an aggregate notional amount of $150 million. The aggregate notional amount of all interest rate swap agreements increased to $600 million as of December 31, 2018. The swaps have staggered maturities, ranging from June 30, 2021 to June 30, 2023. These swaps mature within the last tranche of the Company's floating rate debt (July 23, 2023).
The floating-to-fixed interest rate swaps involve the exchange of variable interest amounts from a counterparty for the Company making fixed-rate interest payments over the life of the agreements without exchange of the underlying notional amount and effectively converting a portion of the variable rate debt into fixed interest rate debt.
Derivative instruments are recorded in the condensed consolidated balance sheet on a gross basis at estimated fair value. As of December 31, 2018, $2.5 million, $3.3 million, $0.5 million, and $2.9 million were classified as other current assets, other long-term assets, other current liabilities, and other long-term liabilities, respectively, on the condensed consolidated balance sheet. As of March 31, 2018$0.7 million and $7.2 million were classified as other current assets and other long-term assets, respectively, on the condensed consolidated balance sheet.
For interest rate swaps designated as cash flow hedges, the changes in the fair value of derivatives is recorded in Accumulated Other Comprehensive Income, or AOCI, net of taxes, and is subsequently reclassified into interest expense in the period that the hedged forecasted interest payments are made on the Company's variable-rate debt. For the three and nine months ended December 31, 2018, a $6.7 million and $3.7 million loss, respectively, was recognized in AOCI and $0.4 million was reclassified as interest expense for both periods. For the three and nine months ended December 31, 2017, a $2.1 million and $1.4 million gain, respectively, was recognized in AOCI, and there were no amounts reclassified as interest expense. The

15




ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. As of December 31, 2018, there was no ineffectiveness recognized in earnings.
Over the next 12 months, the Company estimates that $2.0 million will be reclassified as a decrease to interest expense. Cash flows associated with periodic settlements of interest rate swaps will be classified as operating activities in the condensed consolidated statement of cash flows.
The Company is subject to counterparty risk in connection with its interest rate swap derivative contracts. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The Company mitigates this credit risk by entering into agreements with credit-worthy counterparties and regularly reviews its credit exposure and the creditworthiness of the counterparties.

10. INCOME TAXES

The 2017 Tax Act was enacted on December 22, 2017. It reduced the U.S. federal corporate tax rate from 35.0% to 21.0% effective January 1, 2018. During the three months ended December 31, 2018, the Company completed its assessment for the income tax effects of the 2017 Tax Act, including true up to all provisional amounts previously recorded, within the allowed one-year measurement period provided for under SAB 118. For the adjustments to previously recorded provisional estimates, such as the acceleration of depreciation and the limitation on the deductibility of certain executive compensation, the Company has determined the amounts recognized of such items to be immaterial. Other than the matters discussed below, the Company has not made any additional adjustments to fiscal 2018 provisional amounts during the nine months ended December 31, 2018.
On October 19, 2018, the Company received written consent from the IRS in response to its application for a change in accounting method filed on March 29, 2018. This method change was a non-automatic change related to the Company’s recognition of revenue for income tax purposes associated with its unbilled receivables for which the tax impact could not be recorded until IRS approval had been granted. Because the change in method relates back to March 31, 2018, the Company recognized a discrete measurement-period reduction to deferred income tax expense of $29.0 million during the third quarter of fiscal 2019. The Company has incorporated this method change in its fiscal 2018 federal and state income tax returns. The Company also remeasured certain other immaterial deferred tax assets and liabilities based on the U.S. federal corporate tax rates at which they are expected to reverse in the future, which is generally 21%. During the third quarter of fiscal 2019, the Company finalized adjustments to provisional estimates as a reduction in the provision for income taxes of approximately $29.0 million, that is primarily due to the measurement-period adjustment associated with the unbilled receivables method change. Finally, during the third quarter of fiscal 2019, the Company filed an automatic tax accounting method change in connection with its filing of the March 31, 2018 tax return associated with internally developed software on December 20, 2018. In regard to this, the Company recognized a corresponding measurement-period reduction to income tax expense of $1.3 million during the quarter.
The Company’s effective income tax rates were 5.9% and 29.6% for the three months ended December 31, 2018 and 2017, respectively, and 17.2% and 32.3% for the nine months ended December 31, 2018 and 2017, respectively. The decrease in the effective tax rate as compared to the same period last fiscal year was primarily due to the 2017 Tax Act's reduction of the U.S. federal corporate tax rate. Additionally, the rate for the quarter and nine months ended December 31, 2018 benefited primarily from the change in tax accounting method associated with unbilled receivables recorded discretely in this quarter. The effective tax rates of 5.9% and 17.2% for the three and nine months ended December 31, 2018 differ from the federal statutory rate of 21.0% primarily due to the inclusion of state income taxes and permanent rate differences, which are predominantly related to meals and entertainment and certain executive compensation, offset in the current three months by discrete tax items.
The Company is currently contesting tax assessments from the District of Columbia Office of Tax and Revenue for fiscal years 2013 through 2015 at various stages of applicable administrative and judicial processes, with a combined amount at issue of approximately $11.4 million, net of associated tax benefits as of December 31, 2018. The Company has taken similar tax positions with respect to subsequent fiscal years, totaling in aggregate $27.4 million. As of December 31, 2018, the Company does not maintain reserves for any uncertain tax positions related to the contested tax benefits or the similar tax positions taken in the subsequent fiscal years, given the recoverable nature of the state tax expense, it does not believe that the resolution of these matters will have a material adverse effect on its results of operations, cash flows or financial condition.
The Company continues to carry a reserve of $10.2 million for income tax uncertainties created with the business acquisition of eGov Holdings, Inc. (d/b/a Aquilent) in the fourth quarter of fiscal 2017 resulting from uncertainty in the sustainability of the acquiree's prior tax-return positions under examination with the relevant tax authorities.



16




11. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following: 
 
December 31,
2018
 
March 31,
2018
Deferred rent
$
74,559

 
$
79,913

Postretirement benefit obligations
136,711

 
131,526

Other (1)
91,662

 
48,443

Total other long-term liabilities
$
302,932

 
$
259,882


(1) Balances at December 31, 2018 and March 31, 2018 include the Company's long-term disability obligation of $11.6 million and $22.8 million respectively, and contingent consideration related to the Company's business acquisition of an acquiree in the fourth quarter of fiscal 2017 of $2.0 million and $3.6 million, respectively. During the third quarter of fiscal 2019, the long-term disability plan was amended to make Medicare the first payer of eligible medical benefits, with any excess benefits becoming the obligation of the Company. The amendment caused a re-measurement of the plan liability during the period resulting in a reduction of $11.2 million recorded in general and administrative expenses.

12. EMPLOYEE BENEFIT PLANS
Defined Contribution Plan
The Company sponsors the Employees’ Capital Accumulation Plan, or ECAP, which is a qualified defined contribution plan that covers eligible U.S. and international employees. ECAP provides for distributions, subject to certain vesting provisions, to participants by reason of retirement, death, disability, or termination of employment. Effective April 1, 2014, the Company transitioned from a discretionary employer contribution to an annual matching contribution of up to 6% of eligible annual income as determined by the Internal Revenue Code for the ECAP.  Total expense recognized under ECAP was $32.3 million and $30.8 million for the three months ended December 31, 2018 and 2017, respectively, and $98.5 million and $92.7 million for the nine months ended December 31, 2018 and 2017, respectively. The Company-paid contributions were $17.3 million and $15.4 million for the three months ended December 31, 2018 and 2017, respectively, and $51.7 million and $46.5 million for the nine months ended December 31, 2018 and 2017, respectively.
Defined Benefit Plan and Other Postretirement Benefit Plans
The Company provides postretirement healthcare benefits to former officers under a medical indemnity insurance plan, with premiums paid by the Company. This plan is referred to as the Officer Medical Plan. The Company also established a non-qualified defined benefit plan for all officers in May 1995, or the Retired Officers' Bonus Plan, which pays a lump-sum amount of $10,000 per year of service as an officer, provided the officer meets retirement vesting requirements. In addition, the Company provides a fixed annual allowance after retirement to cover financial counseling and other expenses. The Retired Officers' Bonus Plan is not salary related, but rather is based primarily on years of service. During fiscal 2017, the Company adopted a new plan which will provide for a one-time, lump sum retirement payment of one month’s salary when a vice-president retires from the Company, effective April 1, 2017. This is referred to as the Retired Vice-President Bonus Plan. Additionally, the Company offers medical and dental benefits to inactive employees (and their eligible dependents) on long-term disability.
The components of net postretirement medical expense for the Officer Medical Plan were as follows: 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Service cost
$
1,488

 
$
1,116

 
$
4,464

 
$
3,348

Interest cost
1,283

 
1,252

 
3,847

 
3,756

Net actuarial loss
527

 
568

 
1,581

 
1,703

Total postretirement medical expense
$
3,298

 
$
2,936

 
$
9,892

 
$
8,807

The service cost component of net periodic benefit cost is included in cost of revenue and general and administrative expenses, and the non-service cost components of net periodic benefit cost (interest cost and net actuarial loss) is included as part of other income (expense), net in the accompanying condensed consolidated statements of operations.

17




As of December 31, 2018 and March 31, 2018, the unfunded status of the post-retirement medical plan was $132.3 million and $126.9 million, respectively, which is included in other long-term liabilities in the accompanying condensed consolidated balance sheets.    
Deferred Compensation Plan
The Company established a non-qualified deferred compensation plan (the "Plan") for certain executives and other highly compensated employees that became effective in the current period. Pursuant to the Plan, participants are eligible to defer up to 100% of their incentive cash compensation on a tax deferred basis in excess of the IRS limits imposed on 401(k) plans. The assets of the plan are held in a consolidated trust and are subject to the claims of the Company's general creditors under federal and state laws in the event of insolvency. Consequently, the trust qualifies as a Rabbi trust for income tax purposes.
As of December 31, 2018, $2.9 million of plan investments and obligations were recorded in other long term assets and in other long term liabilities, respectively, in the condensed consolidated balance sheets, representing the fair value related to the deferred compensation plan. Adjustments to the fair value of the plan investments and obligations are recorded in operating expenses.

13. ACCUMULATED OTHER COMPREHENSIVE LOSS
All amounts recorded in other comprehensive loss are related to the Company's post-retirement plans and interest rate swaps designated as cash flow hedges. The following table shows the changes in accumulated other comprehensive income (loss), net of tax:
 
Three Months Ended December 31, 2018
Nine Months Ended December 31, 2018
 
Post-retirement plans
Derivatives designated as cash flow hedges
Totals
Post-retirement plans
Derivatives designated as cash flow hedges
Totals
Beginning of period
$
(20,124
)
$
8,807

$
(11,317
)
$
(20,955
)
$
5,849

$
(15,106
)
Other comprehensive income (loss) before reclassifications (1)

(6,699
)
(6,699
)

(3,658
)
(3,658
)
Amounts reclassified from accumulated other comprehensive loss
447

(359
)
88

1,278

(442
)
836

Net current-period other comprehensive income (loss)
447

(7,058
)
(6,611
)
1,278

(4,100
)
(2,822
)
End of period
$
(19,677
)
$
1,749

$
(17,928
)
$
(19,677
)
$
1,749

$
(17,928
)
(1) Changes in other comprehensive income (loss) before reclassification for derivatives designated as cash flow hedges are recorded net of tax benefits of $2.5 million and $1.5 million for the three and nine months ended December 31, 2018, respectively.

18




 
Three Months Ended December 31, 2017
Nine Months Ended December 31, 2017
 
Post-retirement plans
Derivatives designated as cash flow hedges
Totals
Post-retirement plans
Derivatives designated as cash flow hedges
Totals
Beginning of period
$
(16,353
)
$
(634
)
$
(16,987
)
$
(17,077
)
$

$
(17,077
)
Other comprehensive income (loss) before reclassifications (2)

2,052

2,052


1,418

1,418

Amounts reclassified from accumulated other comprehensive loss
363


363

1,087


1,087

Net current-period other comprehensive income (loss)
363

2,052

2,415

1,087

1,418

2,505

End of period
$
(15,990
)
$
1,418

$
(14,572
)
$
(15,990
)
$
1,418

$
(14,572
)
(2) Changes in other comprehensive income (loss) before reclassification for derivatives designated as cash flow hedges are recorded net of tax expenses of $1.3 million and $0.9 million for the three and nine months ended December 31, 2017, respectively.
The following table presents the reclassifications out of accumulated other comprehensive loss to net income:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Amounts reclassified from accumulated other comprehensive loss:
 
 
 
 
 
 
 
Post-retirement plans (Note 12):
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic benefit cost
$
551

 
$
597

 
$
1,652

 
$
1,790

Tax benefit (expense)
(104
)
 
(234
)
 
(374
)
 
(703
)
Net of tax
$
447

 
$
363

 
$
1,278

 
$
1,087


14. STOCKHOLDERS’ EQUITY
Common Stock
The common stock shares activity consisted of the following:
 
Class A
Common Stock
 
Treasury
Stock
Balance at March 31, 2017
155,901,485

 
7,013,777

Issuance of common stock
866,099

 

Stock options exercised
1,261,089

 

Repurchase of common stock (1)

 
7,568,357

Balance at March 31, 2018
158,028,673

 
14,582,134

Issuance of common stock
489,385

 

Stock options exercised
755,294

 

Repurchase of common stock (2)

 
3,719,344

Balance at December 31, 2018
159,273,352

 
18,301,478

(1)
During fiscal 2018, the Company purchased 7.2 million shares of the Company’s Class A Common Stock in a series of open market transactions for $257.6 million. Additionally, the Company repurchased shares during fiscal 2018 to

19




cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2017 and March 31, 2018. The Company also repurchased shares to cover the minimum statutory withholding taxes on restricted stock for departing officers, as they are no longer subject to a substantial risk of forfeiture.
(2)
During the first three quarters of fiscal 2019, the Company purchased 3.6 million shares of the Company’s Class A Common Stock in a series of open market transactions for $168.4 million. Additionally, the Company repurchased shares during the first quarter of fiscal 2019 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2018.
Dividends
The Company declared and paid cash dividends totaling $27.1 million ($0.19 per share) and $81.8 million ($0.57 per share) for the three and nine months ended December 31, 2018, respectively. The Company declared and paid cash dividends totaling $24.9 million ($0.17 per share) and $75.7 million ($0.51 per share) for the three and nine months ended December 31, 2017, respectively.
Employee Stock Purchase Plan
For the quarterly offering period that closed on December 31, 2018, 67,225 Class A Common Stock shares were purchased by employees under the Company's Employee Stock Purchase Plan, or ESPP. Since the program's inception, 2,374,752 shares have been purchased by employees.


15. STOCK-BASED COMPENSATION
The following table summarizes stock-based compensation expense recognized in the condensed consolidated statements of operations: 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Cost of revenue
$
2,198

 
$
2,090

 
$
6,176

 
$
5,396

General and administrative expenses
7,768

 
3,112

 
17,055

 
11,401

Total
$
9,966

 
$
5,202

 
$
23,231

 
$
16,797


The following table summarizes the total stock-based compensation expense recognized in the condensed consolidated statements of operations by the following types of equity awards:
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Equity Incentive Plan Options
$
675

 
$
422

 
$
1,594

 
$
1,391

Class A Restricted Common Stock
9,291

 
4,780

 
21,637

 
15,406

Total
$
9,966

 
$
5,202

 
$
23,231

 
$
16,797


As of December 31, 2018, there was $33.6 million of total unrecognized compensation cost related to unvested stock-based compensation agreements. The unrecognized compensation cost as of December 31, 2018 is expected to be fully amortized over the next 4.25 years. Absent the effect of accelerating stock compensation cost for any departures of employees who may continue to vest in their equity awards, the following table summarizes the unrecognized compensation cost and the weighted-average period the cost is expected to be amortized.

20




 
 
December 31, 2018
 
 
Unrecognized Compensation Cost
 
Weighted Average Remaining Period to be Recognized (in years)
Equity Incentive Plan Options
 
$
3,289

 
3.70
Class A Restricted Common Stock
 
30,276

 
1.92
Total
 
$
33,565

 
 
Equity Incentive Plan
As of December 31, 2018, there were 2,306,430 Amended and Restated Equity Incentive Plan options outstanding, of which 810,637 were unvested.
Grants of Restricted Stock Units and Class A Restricted Common Stock
The following table summarizes grants of Restricted Stock Units ("RSU") and Class A Restricted Common Stock ("RSA") issued during the quarter ended December 31, 2018:
Grant Date
Award Type
Shares Awarded
Stock Price on Grant Date
Total Fair Value
October 24, 2018
RSU
10,507

$
47.24

$
496

November 1, 2018
RSU
649

48.10

31

November 1, 2018
RSA
4,794

48.10

231

November 5, 2018
RSU
3,506

48.12

169

November 13, 2018
RSU
1,486

51.82

77

November 14, 2018
RSU
5,948

51.22

305

 
 
26,890

 
$
1,309


16. FAIR VALUE MEASUREMENTS
The accounting standard for fair value measurements establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3).

21




A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The financial instruments measured at fair value in the accompanying condensed consolidated balance sheets consist of the following:
 
Recurring Fair Value Measurements
as of December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Current derivative instruments (1)
$

 
$
2,480

 
$

 
$
2,480

Long term derivative instruments (1)

 
3,326

 

 
3,326

Long term deferred compensation costs (2)
2,859

 

 

 
2,859

Total Assets
$
2,859

 
$
5,806

 
$

 
$
8,665

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability (3)
$

 
$

 
$
1,958

 
1,958

Current derivative instruments (1)

 
501

 

 
501

Long term derivative instruments (1)

 
2,934

 

 
2,934

Long term deferred compensation costs (2)
2,859

 

 

 
2,859

Total Liabilities
$
2,859

 
$
3,435

 
$
1,958

 
$
8,252

 
Recurring Fair Value Measurements
as of March 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Current derivative instruments (1)
$

 
$
700

 
$

 
$
700

Long term derivative instruments (1)

 
7,225

 

 
7,225

Total Assets
$

 
$
7,925

 
$

 
$
7,925

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability (3)
$

 
$

 
$
3,576

 
$
3,576

Total Liabilities
$

 
$

 
$
3,576

 
$
3,576


(1) The Company’s interest rate swaps are considered over-the-counter derivatives and fair value is estimated based on the present value of future cash flows using a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. See Note 9 for further discussion on the Company’s derivative instruments designated as cash flow hedges.
(2) Investments in this category consist primarily of mutual funds whose fair values are determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs. These assets represent investments held in a consolidated trust to fund the Company's non-qualified deferred compensation plan and are recorded in other long-term assets and other long-term liabilities on our condensed consolidated balance sheets.
(3) The Company recognized a contingent consideration liability of $3.6 million in connection with its acquisition of Aquilent in fiscal 2017. As of December 31, 2018 and March 31, 2018, the estimated fair value of the contingent consideration liability was $2.0 million and $3.6 million, respectively, and was valued using probability-weighted cash flows, which is based on the use of Level 3 fair value measurement inputs. The fair value of the contingent consideration decreased by $1.6 million as the Company finalized the indemnification payments to the selling shareholders. During the third quarter of fiscal 2019, the Company recorded the decrease of payments in other income as a result of the fair value change and the liability is recorded in other long-term liabilities in the condensed consolidated balance sheet.
The fair value of the Company's cash and cash equivalents, which are primarily Level 1 inputs, approximated its carrying values at December 31, 2018 and March 31, 2018. The fair value of the Company's debt instruments approximated its carrying value at December 31, 2018 and March 31, 2018. The fair value of debt is determined using quoted prices or other market information obtained from recent trading activity of each debt tranche in markets that are not active (Level 2 inputs). The fair value is corroborated by prices derived from the interest rate spreads of recently completed leveraged loan transactions of a

22




similar credit profile, industry, and terms to that of the Company. The fair value of the Senior Notes is determined using quoted prices or other market information obtained from recent trading activity in the high-yield bond market (Level 2 inputs).
17. RELATED-PARTY TRANSACTIONS
In March 2017, the Company supported the formation of the Booz Allen Foundation, a nonprofit corporation organized and operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Code. The Company is the sole member of the foundation, which gives it the authority to appoint two of five of the Booz Allen Foundation's directors and consent rights regarding certain extraordinary corporate actions approved by the Company's Board of Directors. The Company made a binding and irrevocable pledge of $5.0 million to the Booz Allen Foundation, payable in installments, and recorded the pledge obligation in other current liabilities on the consolidated balance sheet of the Company in March 2017. As of December 31, 2018, the Company has satisfied the pledge obligation in full, having paid the final two installments to the Booz Allen Foundation. Payments made during the three months ended December 31, 2018 totaling $3.3 million are classified as operating activities in the condensed consolidated statement of cash flows.

18. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Third-Party Guarantees
As of December 31, 2018 and March 31, 2018, the Company was contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties that totaled $9.6 million and $6.3 million, respectively. These letters of credit and bank guarantees primarily support insurance and bid and performance obligations. At December 31, 2018 and March 31, 2018, approximately $1.0 million and $1.4 million, respectively, of these instruments reduced the available borrowings under the Revolving Credit Facility. The remainder is guaranteed under a separate $15.0 million facility established in fiscal 2015 of which $6.4 million and $10.1 million were available to the Company at December 31, 2018 and March 31, 2018, respectively.
Government Contracting Matters
For both three and nine months ended December 31, 2018 and 2017, approximately 96% and 97% of the Company's revenue was generated from contracts where the end user was an agency or department of the U.S. government, including contracts where the Company performed either as a prime contractor or subcontractor, and regardless of the geographic location in which the work was performed. U.S. government contracts and subcontracts are subject to extensive legal and regulatory requirements. From time to time and in the ordinary course of business, agencies of the U.S. government audit our contract costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether the Company’s operations are conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government agencies, including the Defense Contract Audit Agency, routinely audit our contract costs, including allocated indirect costs for compliance with the Cost Accounting Standards and the Federal Acquisition Regulation. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection with our performance and business practices with respect to our government contracts and subcontracts. U.S. government audits, inquiries, or investigations of the Company, whether related to the Company's U.S. government contracts or subcontracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including withholding of payments, suspension of payments, repayments, fines, or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. government contracting. Management believes it has recorded the appropriate provision for any audit, inquiry, or investigation of which it is aware. Management believes it has recorded the appropriate provision for the estimated losses that may be experienced from any such reductions and/or penalties. As of December 31, 2018 and March 31, 2018, the Company had recorded liabilities of approximately $185.5 million and $168.6 million, respectively, for its current best estimate of amounts to be refunded to customers for potential adjustments from audits or reviews of contract costs incurred subsequent to fiscal year 2011, and for contracts not yet closed that are impacted by settlement of audits or reviews of contract costs incurred in prior fiscal years.

23




Litigation
The Company is involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes, and other business matters. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount. Although the outcome of any such matter is inherently uncertain and may be materially adverse, based on current information, management does not expect any of the currently ongoing audits, reviews, investigations, or litigation to have a material adverse effect on the Company’s financial condition and results of operations. As of December 31, 2018 and March 31, 2018, there were no material amounts accrued in the condensed consolidated financial statements related to these proceedings.
Six former officers and stockholders who had departed the Company prior to the acquisition of the Company by the Carlyle Group (the "Carlyle Acquisition") have filed a total of nine suits in various jurisdictions, with original filing dates ranging from July 3, 2008 through December 15, 2009, against us and certain of our current and former directors and officers. Three of these suits were amended on July 2, 2010 and then further amended into one consolidated complaint on September 7, 2010. Another two of the original nine suits were consolidated into one complaint on September 24, 2014. Each of the suits arises out of the Carlyle Acquisition and alleges that the former stockholders are entitled to certain payments that they would have received if they had held their stock at the time of the Carlyle Acquisition. Some of the suits also allege that the acquisition price paid to stockholders was insufficient. The various suits assert claims for breach of contract, tortious interference with contract, breach of fiduciary duty, civil Racketeer Influenced and Corrupt Organizations Act, or RICO, violations, violations of the ERISA, and/or securities and common law fraud. Three of these suits have been dismissed with all appeals exhausted. The two suits that were consolidated into one action on September 24, 2014 were settled on April 16, 2015. One of the remaining suits has been dismissed by the United States District Court for the Southern District of California and such dismissal was upheld by the United States Court of Appeals for the Ninth Circuit. The plaintiff in this suit subsequently filed a Petition for Writ of Certiorari to the United States Supreme Court, which was denied by the United States Supreme Court on January 9, 2017. The other three remaining suits that were previously consolidated on September 7, 2010 have been dismissed by the United States District Court for the Southern District of New York and were on appeal before the United States Court of Appeals for the Second Circuit. On July 13, 2017, the United States Court of Appeals for the Second Circuit affirmed the ruling of the United States District Court for the Southern District of New York, except for one plaintiff’s securities fraud claim, which was remanded to the United States District Court for the Southern District of New York to give the plaintiff, Paul Kocourek, leave to file another amended complaint to attempt to plead a securities fraud claim. On April 6, 2018, the plaintiff filed an amended complaint in which Mr. Kocourek, individually, as Trustee of the Paul Kocourek Trust and on behalf of a putative class, alleges that the Company and certain former officers and directors violated Sections 10(b), 20(a) and 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On April 25, 2018, the court entered an order postponing the deadline within which the defendants must answer or move to dismiss the amended complaint. A lead plaintiff has not been appointed. On August 2, 2018, the defendants filed a motion to dismiss the amended complaint. On September 17, 2018, the plaintiff filed an opposition to the defendants’ motion to dismiss the amended complaint. The defendants filed their reply to plaintiff's opposition on October 17, 2018.
As of December 31, 2018, the aggregate alleged damages that will be sought in the remaining suit is unknown. As of December 31, 2018, although the outcome of any of these cases is inherently uncertain and may be materially adverse, based on current information, management does not expect them to have a material adverse effect on our financial condition and results of operations.
On June 7, 2017, Booz Allen Hamilton was informed that the U.S. Department of Justice (DOJ) is conducting a civil and criminal investigation of the Company. In connection with the investigation, the DOJ has requested information from the Company relating to certain elements of the Company’s cost accounting and indirect cost charging practices with the U.S. government. Since learning of the investigation, the Company has engaged a law firm experienced in these matters to represent the Company in connection with this matter and respond to the government's requests. As is commonly the case with this type of matter, the Company has also been in contact with other regulatory agencies and bodies, including the Securities and Exchange Commission, which notified the Company that it is conducting an investigation that the Company believes relates to the matters that are also the subject of the DOJ's investigation. The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ's investigation. In accordance with the Company's practice, the Company is cooperating with all relevant government parties. The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings. At this stage, the Company is not able to reasonably estimate the expected amount or range of cost or any loss associated with these matters.
On June 19, 2017, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of Virginia styled Langley v. Booz Allen Hamilton Holding Corp., No. 17-cv-00696

24




naming the Company, its Chief Executive Officer and its Chief Financial Officer as defendants purportedly on behalf of all purchasers of the Company’s securities from May 19, 2016 through June 15, 2017. On September 5, 2017, the court named two lead plaintiffs, and on October 20, 2017, the lead plaintiffs filed a consolidated amended complaint. The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by the Company purporting to relate to matters that are the subject of the DOJ investigation described above. The plaintiffs seek to recover from the Company and the individual defendants an unspecified amount of damages. The Company believes the suit lacks merit and intends to defend against the lawsuit. Motions to dismiss were argued on January 12, 2018, and on February 8, 2018, the court dismissed the amended complaint in its entirety without prejudice. At this stage of the lawsuit, the Company is not able to reasonably estimate the expected amount or range of cost or any loss associated with the lawsuit.
On November 13, 2017, a Verified Shareholder Derivative Complaint was filed in the United States District Court for the District of Delaware styled Celine Thum v. Rozanski et. al., C.A. No. 17-cv-01638, naming the Company as a nominal defendant and numerous current and former officers and directors as defendants. The complaint asserts claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, and violations of Sections 14(a), 10(b) and 20(a) of the Exchange Act, purportedly relating to matters that are the subject of the DOJ investigation described above. The parties have stipulated to a stay of the proceedings pending the outcome of the securities litigation (described above), which the court ordered on January 24, 2018. At this stage of the lawsuit, the Company is not able to reasonably estimate the expected amount or range of cost or any loss associated with the lawsuit.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our condensed consolidated financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q, or Quarterly Report.
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the Securities and Exchange Commission on May 29, 2018, or Annual Report, and under Part II, “Item 1A. Risk Factors,” and “— Special Note Regarding Forward Looking Statements” of this Quarterly Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Our fiscal year ends March 31 and, unless otherwise noted, references to years or fiscal are for fiscal years ended March 31. See “—Results of Operations.”
Overview
We are a leading provider of management and technology consulting, engineering, analytics, digital solutions, mission operations, and cyber expertise to U.S. and international governments, major corporations, and not-for-profit organizations. Our ability to deliver value to our clients has always been, and continues to be, a product of the strong character, expertise and tremendous passion of our people. Our approximately 25,800 employees work to solve hard problems by making clients' missions their own, combining decades of consulting and domain expertise with functional expertise in areas such as analytics, digital solutions, engineering, and cyber, all fostered by a culture of innovation that extends to all reaches of the company.
    
Through our dedication to our clients' missions, and a commitment to evolving our business to address clients' needs, we have long-standing relationships with our clients, some more than 75 years. We support critical missions for a diverse base of federal government clients, including nearly all of the U.S. government's cabinet-level departments, as well as increasingly for top-tier commercial and international clients. We support our federal government clients by helping them tackle their most complex and pressing challenges such as protecting soldiers in combat and supporting their families, advancing cyber capabilities, keeping our national infrastructure secure, enabling and enhancing digital services, transforming the healthcare system, and improving government efficiency to achieve better outcomes. We serve commercial clients across industries including financial services, health and life sciences, energy, and transportation to solve the hardest and most consequential challenges, including through our cybersecurity products and services. Our international clients are primarily in the Middle East, and we have a growing presence in Southeast Asia.


25




Financial and Other Highlights
Effective April 1, 2018, the Company adopted Accounting Standard Codification (ASC) No. 606, Revenue from Contracts with Customers (Topic 606), and Accounting Standard Updates (ASU) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, using the full retrospective method. All amounts, percentages and disclosures set forth in this Form 10-Q reflect these changes. See Note 2 to our accompanying condensed consolidated financial statements for more information on the impact of the adoption of these accounting standards on revenue and operating income.
During the third quarter of fiscal 2019, the Company generated year over year revenue growth, delivered improved earnings over the prior year period, increased client staff headcount, and achieved near record backlog.
Revenue increased 13% from the three months ended December 31, 2017 to the three months ended December 31, 2018 and increased 9% from the nine months ended December 31, 2017 to the nine months ended December 31, 2018 primarily driven by continued strength in client demand, which led to increased client staff headcount and direct client staff labor over the prior year period, as well as improved contract performance. In addition, there was one extra working day in the third quarter of fiscal 2019 as compared to the prior year period, which contributed to revenue growth.
Operating income increased 26% to $161.9 million in the three months ended December 31, 2018 from $128.5 million in the three months ended December 31, 2017, while operating margin increased to 9.7% from 8.7% in the comparable period. Operating income increased 20% to $467.3 million in the nine months ended December 31, 2018 from $388.0 million in the nine months ended December 31, 2017, while operating margin increased to 9.5% from 8.6% in the comparable period. The increase in operating income was primarily driven by the same factors driving revenue as well as improved contract performance in the current quarter compared to the prior year quarter. The Company also benefited from an $11.2 million reduction in expense as a result of an amendment and associated revaluation of our long term disability plan liability. The Company also incurred incremental legal costs during the three and nine months ended December 31, 2018 in response to the U.S. Department of Justice investigation and matters which purport to relate to the investigation, a portion of which was offset by the receipt of insurance reimbursements. We expect to incur additional costs in the future. Based on the information currently available, the Company is not able to reasonably estimate the expected long-term incremental legal costs or amounts that may be reimbursed associated with this investigation and these related matters.

26




Non-GAAP Measures
We publicly disclose certain non-GAAP financial measurements, including Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, and Adjusted Diluted Earnings Per Share, or Adjusted Diluted EPS, because management uses these measures for business planning purposes, including to manage our business against internal projected results of operations and measure our performance. We view Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, and Adjusted Diluted EPS as measures of our core operating business, which exclude the impact of the items detailed below, as these items are generally not operational in nature. These non-GAAP measures also provide another basis for comparing period to period results by excluding potential differences caused by non-operational and unusual or non-recurring items. In addition, we use Revenue, Excluding Billable Expenses because it provides management useful information about the Company's operating performance by excluding the impact of costs that are not indicative of the level of productivity of our consulting staff headcount and our overall direct labor, which management believes provides useful information to our investors about our core operations. We also utilize and discuss Free Cash Flow, because management uses this measure for business planning purposes, measuring the cash generating ability of the operating business, and measuring liquidity generally. We present these supplemental measures because we believe that these measures provide investors and securities analysts with important supplemental information with which to evaluate our performance, long term earnings potential, or liquidity, as applicable, and to enable them to assess our performance on the same basis as management. These supplemental performance measurements may vary from and may not be comparable to similarly titled measures by other companies in our industry. Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow are not recognized measurements under accounting principles generally accepted in the United States, or GAAP, and when analyzing our performance or liquidity, as applicable, investors should (i) evaluate each adjustment in our reconciliation of revenue to Revenue, Excluding Billable Expenses, operating income to Adjusted Operating Income, net income to Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income and Adjusted Diluted EPS, and net cash provided by operating activities to Free Cash Flow, (ii) use Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, and Adjusted Diluted EPS in addition to, and not as an alternative to, revenue, operating income, net income or diluted EPS, as measures of operating results, each as defined under GAAP and (iii) use Free Cash Flow in addition to, and not as an alternative to, net cash provided by operating activities as a measure of liquidity, each as defined under GAAP. We have defined the aforementioned non-GAAP measures as follows:
"Revenue, Excluding Billable Expenses" represents revenue less billable expenses. We use Revenue, Excluding Billable Expenses because it provides management useful information about the Company's operating performance by excluding the impact of costs that are not indicative of the level of productivity of our consulting staff headcount and our overall direct labor, which management believes provides useful information to our investors about our core operations.
"Adjusted Operating Income" represents operating income before: (i) adjustments related to the amortization of intangible assets resulting from the acquisition of our Company by The Carlyle Group (the “Carlyle Acquisition”), 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 before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. “Adjusted EBITDA Margin on Revenue” is calculated as Adjusted EBITDA divided by revenue. "Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses" is calculated as Adjusted EBITDA divided by Revenue, Excluding Billable Expenses. The Company prepares Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 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 resulting from the Carlyle Acquisition, (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, (iv) release of income tax reserves, and (v) re-measurement of deferred tax assets and

27




liabilities as a result of the Tax Cuts and Jobs Act (the "2017 Tax Act") in each case net of the tax effect where appropriate calculated using an assumed effective tax rate. We prepare Adjusted Net Income to eliminate the impact of items, net of tax, 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. We view net income excluding the impact of the re-measurement of the Company's deferred tax assets and liabilities as a result of the 2017 Tax Act as an important indicator of performance consistent with the manner in which management measures and forecasts the Company's performance and the way in which management is incentivized to perform.
"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 condensed consolidated financial statements.
"Free Cash Flow" represents the net cash generated from operating activities less the impact of purchases of property and equipment.

28





Below is a reconciliation of Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow to the most directly comparable financial measure calculated and presented in accordance with GAAP.
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
(In thousands, except share and per share data)
2018
 
2017
 
2018
 
2017
 
(Unaudited)
 
(Unaudited)
Revenue, Excluding Billable Expenses
 
 
 
 
 
 
 
Revenue
$
1,663,112

 
$
1,470,709

 
$
4,923,957

 
$
4,536,524

Billable expenses
510,047

 
443,015

 
1,465,831

 
1,378,235

Revenue, Excluding Billable Expenses
$
1,153,065

 
$
1,027,694

 
$
3,458,126

 
$
3,158,289

Adjusted Operating Income
 
 
 
 
 
 
 
Operating Income
$
161,932

 
$
128,473

 
$
467,295

 
$
388,027

Transaction expenses (a)

 

 
3,660

 

Adjusted Operating Income
$
161,932

 
$
128,473

 
$
470,955

 
$
388,027

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted
EBITDA Margin on Revenue, Excluding Billable Expenses
Net income
$
132,037

 
$
74,927

 
$
328,954

 
$
219,186

Income tax expense
8,232

 
31,572

 
68,569

 
104,683

Interest and other, net (b)
21,663

 
21,974

 
69,772

 
64,158

Depreciation and amortization
17,780

 
16,701

 
50,359

 
48,196

EBITDA
179,712

 
145,174

 
517,654

 
436,223

Transaction expenses (a)

 

 
3,660

 

Adjusted EBITDA
$
179,712

 
$
145,174

 
$
521,314

 
$
436,223

Adjusted EBITDA Margin on Revenue
10.8
%

9.9
%

10.6
%

9.6
%
Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses
15.6
%

14.1
%

15.1
%

13.8
%
Adjusted Net Income
 
 
 
 
 
 
 
Net income
$
132,037

 
$
74,927

 
$
328,954

 
$
219,186

Transaction expenses (a)

 

 
3,660

 

Release of income tax reserves (c)
(462
)
 

 
(462
)
 

Re-measurement of deferred tax assets/liabilities (d)
(28,972
)
 

 
(27,908
)
 

Amortization or write-off of debt issuance costs and write-off of original issue discount
533

 
672

 
2,401

 
1,993

Adjustments for tax effect (e)
(139
)
 
(199
)
 
(1,576
)
 
(727
)
Adjusted Net Income
$
102,997

 
$
75,400

 
$
305,069

 
$
220,452

Adjusted Diluted Earnings Per Share
 
 
 
 
 
 
 
Weighted-average number of diluted shares outstanding
143,056,900

 
146,570,617

 
143,832,886

 
148,447,248

Adjusted Net Income Per Diluted Share (f)
$
0.72

 
$
0.51

 
$
2.12

 
$
1.49

Free Cash Flow
 
 
 
 
 
 
 
Net cash provided by operating activities
$
8,636

 
$
68,858

 
$
283,203

 
$
246,920

Less: Purchases of property and equipment
(18,404
)
 
(26,078
)
 
(58,076
)
 
(63,067
)
Free Cash Flow
$
(9,768
)
 
$
42,780

 
$
225,127

 
$
183,853

(a)
Reflects debt refinancing costs incurred in connection with the refinancing transaction consummated on July 23, 2018.

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(b)
Reflects the combination of Interest expense and Other income (expense), net from the condensed consolidated statement of operations.
(c)
Release of pre-acquisition income tax reserves assumed by the Company in connection with the Carlyle Acquisition.
(d)
Reflects primarily the adjustment made to the provisional income tax benefit associated with the re-measurement of the Company’s deferred tax assets and liabilities as a result of the 2017 Tax Act.
(e)
Fiscal 2018 reflects the tax effect of adjustments at an assumed effective tax rate of 40%. For fiscal 2019, with the enactment of the 2017 Tax Act, adjustments are reflected using an assumed effective tax rate of 26%, which approximates a blended federal and state tax rate for fiscal 2019, and consistently excludes the impact of other tax credits and incentive benefits realized.
(f)
Excludes an adjustment of approximately $0.8 million and $2.1 million of net earnings for the three and nine months ended December 31, 2018, respectively, and excludes an adjustment of approximately $0.7 million and $1.9 million of net earnings for the three and nine months ended December 31, 2017, respectively, associated with the application of the two-class method for computing diluted earnings per share.

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Factors and Trends Affecting Our Results of Operations
Our results of operations have been, and we expect them to continue to be, affected by the following factors, which may cause our future results of operations to differ from our historical results of operations discussed under “— Results of Operations.”
Business Environment and Key Trends in Our Markets
We believe that the following trends and developments in the U.S. government services industry and our markets may influence our future results of operations:
uncertainty around the timing, extent, nature and effect of Congressional and other U.S. government actions to approve funding of the U.S. government, including the impact of the partial U.S. government shutdown that ended on January 25, 2019 and any future shutdowns, including as a result of the failure of Congressional efforts to approve funding of the U.S. government beyond February 15, 2019, address budgetary constraints, including caps on the discretionary budget for defense and non-defense departments and agencies, as established by the Bipartisan Budget Control Act of 2011 and subsequently adjusted by the American Tax Payer Relief Act of 2012, the Bipartisan Budget Act of 2013 and the Bipartisan Budget Act of 2015, and address the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps;
budget deficits and the growing U.S. national debt increasing pressure on the U.S. government to reduce federal spending across all federal agencies together with associated uncertainty about the size and timing of those reductions;
cost cutting and efficiency initiatives, current and future budget restrictions, continued implementation of Congressionally mandated automatic spending cuts and other efforts to reduce U.S. government spending could cause clients to reduce or delay funding for orders for services or invest appropriated funds on a less consistent or rapid basis or not at all, particularly when considering long-term initiatives and in light of current uncertainty around Congressional efforts to approve funding of the U.S. government and to craft a long-term agreement on the U.S. government's ability to incur indebtedness in excess of its current limits and generally in the current political environment, there is a risk that clients will not issue task orders in sufficient volume to reach current contract ceilings, alter historical patterns of contract awards, including the typical increase in the award of task orders or completion of other contract actions by the U.S. government in the period before the end of the U.S. government's fiscal year on September 30, delay requests for new proposals and contract awards, rely on short-term extensions and funding of current contracts, or reduce staffing levels and hours of operation;
delays in the completion of future U.S. government’s budget processes, which have in the past and could in the future delay procurement of the products, services, and solutions we provide;
changes in the relative mix of overall U.S. government spending and areas of spending growth, with a shift towards military, intelligence, homeland defense and defense-related programs and continued increased spending on cyber-security, advanced analytics, modernization, digital solutions, artificial intelligence and technology integration;
legislative and regulatory changes to limitations on the amount of allowable executive compensation permitted under flexibly priced contracts following implementation of interim rules adopted by federal agencies pursuant to the Bipartisan Budget Act of 2013, which substantially further reduce the amount of allowable executive compensation under these contracts and extend these limitations to a larger segment of our executives and our entire contract base;
efforts by the U.S. government to address organizational conflicts of interest and related issues and the impact of those efforts on us and our competitors;
increased audit, review, investigation and general scrutiny by U.S. government agencies of government contractors' performance under U.S. government contracts and compliance with the terms of those contracts and applicable laws;
the federal focus on refining the definition of “inherently governmental” work, including proposals to limit contractor access to sensitive or classified information and work assignments, which will continue to drive pockets of insourcing in various agencies, particularly in the intelligence market;

31




negative publicity and increased scrutiny of government contractors in general, including us, relating to U.S. government expenditures for contractor services and incidents involving the mishandling of sensitive or classified information;
U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis, which could have a negative impact on our ability to win certain contracts;
increased competition from other government contractors and market entrants seeking to take advantage of certain of the trends identified above, and an industry trend towards consolidation, which may result in the emergence of companies that are better able to compete against us;
cost cutting and efficiency and effectiveness efforts by U.S. civilian agencies with a focus on increased use of performance measurement, “program integrity” efforts to reduce waste, fraud and abuse in entitlement programs, and renewed focus on improving procurement practices for and interagency use of IT services, including through the use of cloud based options and data center consolidation;
restrictions by the U.S. government on the ability of federal agencies to use lead system integrators, in response to cost, schedule and performance problems with large defense acquisition programs where contractors were performing the lead system integrator role;
increasingly complex requirements of the Department of Defense and the U.S. Intelligence Community, including cyber-security, managing federal health care cost growth and focus on reforming existing government regulation of various sectors of the economy, such as financial regulation and healthcare; and
increasing small business regulations across the Department of Defense and civilian agency clients continue to gain traction whereby agencies are required to meet high small business set aside targets, and large business prime contractors are required to subcontract in accordance with considerable small business participation goals necessary for contract award.
Sources of Revenue
Substantially all of our revenue is derived from services provided under contracts and task orders with the U.S. government, primarily by our consulting staff and, to a lesser extent, our subcontractors. Funding for our contracts and task orders is generally linked to trends in budgets and spending across various U.S. government agencies and departments. We provide services under a large portfolio of contracts and contract vehicles to a broad client base, and we believe that our diversified contract and client base lessens potential volatility in our business; however, a reduction in the amount of services that we are contracted to provide to the U.S. government or any of our significant U.S. government clients could have a material adverse effect on our business and results of operations. In particular, the Department of Defense is one of our significant clients, and the Budget Control Act (BCA) of 2011 (as amended by the American Taxpayer Relief Act of 2012, the Bipartisan Budget Act of 2013, the Bipartisan Budget Act of 2015, and the Bipartisan Budget Act of 2018), provides for automatic spending cuts (referred to as sequestration) totaling approximately $1.2 trillion between 2013 and 2021, including an estimated $500 billion in federal defense spending cuts over this time period. The Bipartisan Budget Act of 2018 raised BCA spending caps on defense spending by $80 billion for government fiscal 2018, and $85 billion for government fiscal 2019. For non-defense funding, the Bipartisan Budget Act of 2018 raised BCA spending caps by $63 billion for fiscal 2018 and $67 billion for government fiscal 2019. While the American Taxpayer Relief Act of 2012, the Bipartisan Budget Act of 2013, the Bipartisan Budget Act of 2015, and the Bipartisan Budget Act of 2018 all negated and raised budget limits put in place by the BCA for both defense and non-defense spending, those spending limits are due to return in fiscal 2020, and absent another budget deal, could result in significant cuts to the budget levels allowed by the Bipartisan Budget Act of 2018. This could result in a commensurate reduction in the amount of services that we are contracted to provide to the Department of Defense and could have a material adverse effect on our business and results of operations, and, given the uncertainty of when and how these automatic reductions required by the BCA may return and/or be applied, we are unable to predict the nature or magnitude of the potential adverse effect.
Contract Types
We generate revenue under the following three basic types of contracts:
Cost-Reimbursable Contracts. Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract, up to a ceiling based on the amount that has been funded, plus a fixed fee or award fee. As we increase or decrease our spending on allowable costs, our revenue generated on cost-reimbursable contracts will increase, up to the ceiling and funded amounts, or decrease, respectively. We generate revenue under two general types of cost-reimbursable contracts: cost-plus-fixed-fee and cost-plus-award-fee, both of which reimburse allowable costs and provide for a fee. The fee under each type of cost-reimbursable contract is

32




generally payable upon completion of services in accordance with the terms of the contract. Cost-plus-fixed-fee contracts offer no opportunity for payment beyond the fixed fee. Cost-plus-award-fee contracts also provide for an award fee that varies within specified limits based upon the client's assessment of our performance against a predetermined set of criteria, such as targets for factors like cost, quality, schedule, and performance.
Time-and-Materials Contracts. Under contracts in this category, we are paid a fixed hourly rate for each direct labor hour expended, and we are reimbursed for billable material costs and billable out-of-pocket expenses inclusive of allocable indirect costs. We assume the financial risk on time-and-materials contracts because our costs of performance may exceed negotiated hourly rates. To the extent our actual direct labor, including allocated indirect costs, and associated billable expenses decrease or increase in relation to the fixed hourly billing rates provided in the contract, we will generate more or less profit, respectively, or could incur a loss.
Fixed-Price Contracts. Under a fixed-price contract, we agree to perform the specified work for a pre-determined price. To the extent our actual direct and allocated indirect costs decrease or increase from the estimates upon which the price was negotiated, we will generate more or less profit, respectively, or could incur a loss. Some fixed-price contracts have a performance-based component, pursuant to which we can earn incentive payments or incur financial penalties based on our performance.
The amount of risk and potential reward varies under each type of contract. Under cost-reimbursable contracts, there is limited financial risk, because we are reimbursed for all allowable costs up to a ceiling. However, profit margins on this type of contract tend to be lower than on time-and-materials and fixed-price contracts. Under time-and-materials contracts, we are reimbursed for the hours worked using the predetermined hourly rates for each labor category. In addition, we are typically reimbursed for other contract direct costs and expenses at cost. We assume financial risk on time-and-materials contracts because our labor costs may exceed the negotiated billing rates. Profit margins on well-managed time-and-materials contracts tend to be higher than profit margins on cost-reimbursable contracts as long as we are able to staff those contracts with people who have an appropriate skill set. Under fixed-price contracts, we are required to deliver the objectives under the contract for a pre-determined price. Compared to time-and-materials and cost-reimbursable contracts, fixed-price contracts generally offer higher profit margin opportunities because we receive the full benefit of any cost savings but generally involve greater financial risk because we bear the impact of any cost overruns. In the aggregate, the contract type mix in our revenue for any given period will affect that period's profitability. Changes in contract type as a result of re-competes and new business could influence the percentage/mix in unanticipated ways.
The table below presents the percentage of total revenue for each type of contract:
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2018
 
2017
 
2018
 
2017
Cost-reimbursable
54%
 
50%
 
53%
 
51%
Time-and-materials
23%
 
26%
 
24%
 
25%
Fixed-price
23%
 
24%
 
23%
 
24%
 
Note: Upon the adoption of Topic 606 in the current period, the contract type descriptions noted above have been aligned to the Revenue by Contract Type descriptions found in Note 3 to our accompanying condensed consolidated financial statements.
Contract Diversity and Revenue Mix
We provide services to our clients through a large number of single award contracts, contract vehicles, and multiple award contract vehicles. Most of our revenue is generated under indefinite delivery/indefinite quantity, or IDIQ, contract vehicles, which include multiple award government wide acquisition contract vehicles, or GWACs, and General Services Administration Multiple Award Schedule Contracts, or GSA schedules, and certain single award contracts. GWACs and GSA schedules are available to all U.S. government agencies. Any number of contractors typically compete under multiple award IDIQ contract vehicles for task orders to provide particular services, and we earn revenue under these contract vehicles only to the extent that we are successful in the bidding process for task orders.

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We generate revenue under our contracts and task orders through our provision of services as both a prime contractor and subcontractor, as well as from the provision of services by subcontractors under contracts and task orders for which we act as the prime contractor. The mix of these types of revenue affects our operating margin. Substantially all of our operating margin is derived from direct consulting staff labor, as the portion of our operating margin derived from fees we earn on services provided by our subcontractors is not significant. We view growth in direct consulting staff labor as the primary driver of earnings growth. Direct consulting staff labor growth is driven by consulting staff headcount growth, after attrition, and total backlog growth.
Our People
Revenue from our contracts is derived from services delivered by consulting staff and, to a lesser extent, from our subcontractors. Our ability to hire, retain, and deploy talent with skills appropriately aligned with client needs is critical to our ability to grow our revenue. We continuously evaluate whether our talent base is properly sized and appropriately compensated, and contains an optimal mix of skills to be cost competitive and meet the rapidly evolving needs of our clients. We seek to achieve that result through recruitment and management of capacity and compensation. As of December 31, 2018 and 2017, we employed approximately 25,800 and 24,700 people, respectively, of which approximately 23,100 and 22,300, respectively, were consulting staff.
Contract Backlog
We define backlog to include the following three components:
Funded Backlog. Funded backlog represents the revenue value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.
Unfunded Backlog. Unfunded backlog represents the revenue value of orders (including optional orders) for services under existing contracts for which funding has not been appropriated or otherwise authorized.
Priced Options. Priced contract options represent 100% of the revenue value of all future contract option periods under existing contracts that may be exercised at our clients' option and for which funding has not been appropriated or otherwise authorized.
Backlog does not include any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.
The following table summarizes the value of our contract backlog at the respective dates presented: 
 
As of
December 31,
 
2018
 
2017
 
(In millions)
Backlog:
 
 
 
Funded
$
3,545

 
$
2,893

Unf