UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2019
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(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (703 ) 902-5000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 1, 2019, Booz Allen Hamilton Holding Corporation (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.
On November 1, 2019, the Company posted to the “Investor Relations” section of its website the presentation that accompanies the earnings conference call. A copy of the presentation is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Booz Allen Hamilton Holding Corporation | |
BY: | /s/ Lloyd W. Howell, Jr. |
Lloyd W. Howell, Jr. | |
Executive Vice President, Chief Financial Officer and Treasurer | |
Date: November 1, 2019
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
Booz | Allen | Hamilton® BOOZ ALLEN HAMILTON ANNOUNCES FINANCIAL SUMMARY SECOND QUARTER FISCAL 2020 RESULTS Second Quarter ended + Company Delivers Strong First Half Performance; Raises and Narrows Full-Year September 30, 2019 - A summary Top and Bottom Line Guidance of Booz Allen’s results for the second quarter of fiscal 2020 is + Quarterly Revenue Increase of 12.7 percent over Prior Year Period to $1.8 billion, below. All comparisons are to the 1 and Revenue, Excluding Billable Expenses Growth of 12.7 percent prior year period. A description of key drivers can be found in the + Quarterly Diluted Earnings Per Share of $0.80 and Adjusted Diluted Earnings Per Company’s Earnings Call Share1 of $0.81 Presentation for the second quarter + 7.2 percent Increase in Total Backlog to $22.9 billion, a record; and Book-to-Bill of posted on investors.boozallen.com. 2.68x + Headcount Increase of 6.5 Percent Over Prior Year, Reaching Highest-Ever Quarter-End Headcount + Off-Cycle Quarterly Dividend increase of Four Cents to $0.27 per Share “We’ve had an outstanding first half, thanks to the continued strong performance of SECOND QUARTER FY20 our people. Our focus has been to capture rising demand for technology adoption as (changes are compared to prior year period) federal agencies look for the best ways to advance mission in the digital age. We are very pleased that another quarter of excellent operational and financial performance REVENUE: allows us to raise guidance for this fiscal year and keeps us on track to meet our multi-year goals.” $1.82B +12.7% EX. BILLABLE EXPENSES1: — HORACIO ROZANSKI President and Chief Executive Officer $1.28B +12.7% McLean, Virginia; November 1, 2019 - Booz Allen Hamilton Holding Corporation (NYSE: OPERATING INCOME: BAH), the parent company of management and technology consulting and engineering services firm Booz Allen Hamilton Inc., today announced preliminary results for the $172.0M +19.7% second quarter of fiscal 2020. ADJ. OPERATING INCOME1: The Company delivered strong second quarter and first half performance against $172.0M +16.7% objectives set for the fiscal year. Financial performance included substantial revenue growth and strong margins and bottom line performance, and improved backlog and NET INCOME: book-to-bill, resulting from solid execution and continued headcount growth. As of $114.3M +23.3% September 30, 2019, the firm had 26,984 employees, a new quarter-end record high. ADJUSTED NET INCOME1: As a result of performance, the Company raised and narrowed full-year guidance for $114.8M +17.9% revenue growth to the 9 to 11 percent range, and for Adjusted Diluted Earnings Per Share1 to $3.00 to $3.10. EBITDA: The Company reported quarterly revenue growth of 12.7 percent and a 12.7 percent $191.7M +19.7% 1 increase in Revenue, Excluding Billable Expenses . The strong top-line growth 1 contributed to a 23.3 percent increase in Net Income to $114.3 million and 17.0 ADJUSTED EBITDA : percent increase in Adjusted EBITDA1 to $191.7 million. Adjusted EBITDA Margin on $191.7M +17.0% Revenue1 was 10.5 percent. Diluted Earnings per Share for the quarter was $0.80, up 1 $0.16 or 25.0 percent and Adjusted Diluted EPS for the quarter was $0.81, up $0.13 or DILUTED EPS: 19.1 percent. $0.80 up from $0.64 Total backlog increased by 7.2 percent over the prior year period to $22.9 billion, a ADJUSTED DILUTED EPS1: new record, and the quarterly book-to-bill ratio was 2.68x. As of September 30, 2019, headcount was 1,640 higher than at the end of the prior year period, an increase of $0.81 up from $0.68 6.5 percent, and increased by 600 since the end of the prior quarter. 1
Net cash provided by operating activities for the second quarter of fiscal 2020 was ABOUT BOOZ ALLEN HAMILTON $215.7 million as compared to $301.6 million in the prior year period, and $266.7 million for the first half, compared to $274.6 million in the prior year period. Free For more than 100 years, military cash flow1 for the second quarter was $183.1 million compared to $282.4 million government and business leaders for the prior year period, and for the first half was $206.7 million, compared with have turned to Booz Allen Hamilton to solve their most complex problems. As a $234.9 million in the prior year period. consulting firm with experts in analytics, digital, engineering and cyber, we help The Company declared a regular quarterly dividend of $0.27 per share, organizations transform. We are a key representing an off-cycle increase of four cents, or 17 percent, which is payable on partner on some of the most innovative December 2, 2019, to stockholders of record on November 14, 2019. programs for governments worldwide and trusted by its most sensitive agencies. We work shoulder to shoulder with clients, using FINANCIAL OUTLOOK a mission-first approach to choose the right strategy and technology to help them realize For fiscal 2020, the Company is updating guidance issued May 28, 2019 for Revenue, their vision. Adjusted Diluted EPS1 and Cash from Operating Activities: With global headquarters + Revenue: Growth in the 9 to 11 percent range in McLean, Virginia, our firm employs + Adjusted EBITDA Margin on Revenue1: In the low 10 percent range nearly 27,000 people globally, 1 and had revenue of $6.7 billion for + Adjusted Diluted EPS : $3.00 - $3.10 the 12 months ended March 31, 2019. + Cash from Operating Activities: Between $450 million and $500 million To learn more, visit www.boozallen.com. (NYSE: BAH) This Adjusted Diluted EPS1 estimate is based on fiscal 2020 estimated average diluted shares outstanding in the range of 137 million to 141 million shares, and assumes an effective tax rate in the range of 23 percent to 25 percent. FIRST HALF FY20 (changes are compared to prior year period) 3 YEAR INVESTMENT THESIS REVENUE: The Company in May 2019 updated its goals for financial performance through Fiscal $3.64B +11.8% Year 2021 related to ADEPS1 growth and Margin. For the three-year period from EX. BILLABLE EXPENSES1: Fiscal Year 2018 through Fiscal Year 2021, the Investment Thesis is as follows: $2.55B +10.8% OPERATING INCOME: $351.1M +15.0% ADJ. OPERATING INCOME1: Strong Financial Returns Unique Market Position Option Value $351.1M +13.6% = From FY 18 through FY 21 + *Investments in innovation, 66% ADEPS Growth Continued investment in new talent, and capabilities position + business lines and solutions that NET INCOME: us to help clients adopt current ~2% Dividend Yield will drive future growth and new technologies $231.7M +17.7% ADJUSTED NET INCOME1: *First mover advantage Supported by: enhanced by our ability to 6 - 9% Annual Revenue Growth $232.5M +15.1% combine mission knowledge, Low 10% Range Adj. EBITDA Margin consulting heritage and ~$1.4B in Capital Deployment technical depth creating value for critical missions and top EBITDA: priorities $390.7M +15.6% ADJUSTED EBITDA1: CONFERENCE CALL INFORMATION $390.7M +14.4% Booz Allen Hamilton will host a conference call at 8 a.m. EDT on Friday November 1, 2019, to discuss the financial results for its Second Quarter of Fiscal Year 2020 (ended September 30, DILUTED EPS: 2019). $1.63 up from $1.36 1 Analysts and institutional investors may participate on the call by dialing (877) 375-9141; ADJUSTED DILUTED EPS : International: (253) 237-1151, using the passcode 1449358. The conference call will be $1.65 up from $1.40 webcast simultaneously to the public through a link on the investor relations section of the Booz Allen Hamilton web site at investors.boozallen.com. A replay of the conference call will be available online at investors.boozallen.com beginning at 11 a.m. EDT on November 1, 2019, and continuing for 30 days. 1 Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted EBITDA, Adjusted Diluted EPS, Adjusted EBITDA Margin on Revenue and Free Cash Flow are non-GAAP financial measures. See “Non-GAAP Financial Information” below for additional detail. 2
Unless otherwise specified, all references to "record" due to their inherent unusual, extraordinary or non results are with respect to the period since Booz Allen's recurring nature or because they result from an event of a initial public offering. similar nature. Booz Allen views net income excluding the impact of the re-measurement of the Company’s deferred The reference to “highest-ever quarter-end headcount” tax assets and liabilities as a result of the 2017 Tax Act as refers to the Company’s headcount as of September 30, an important indicator of performance consistent with the 2019, (which was 26,984) as compared to the Company’s manner in which management measures and forecasts the headcount as of the end of all prior fiscal quarters since Company’s performance and the way in which Booz Allen’s initial public offering. The Company’s management is incentivized to perform. headcount may have increased or decreased during any particular quarter or subsequent to September 30, 2019. “Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to net income. NON-GAAP FINANCIAL INFORMATION Additionally, Adjusted Diluted EPS does not contemplate any adjustments to net income as required under the two- “Revenue, Excluding Billable Expenses” represents class method of calculating EPS as required in accordance revenue less billable expenses. Booz Allen uses Revenue, with accounting principles generally accepted in the Excluding Billable Expenses because it provides United States, or GAAP. management useful information about the Company’s operating performance by excluding the impact of costs "Free Cash Flow" represents the net cash generated from that are not indicative of the level of productivity of its operating activities less the impact of purchases of consulting staff headcount and its overall direct labor, property, equipment and software. which management believes provides useful information to its investors about its core operations. Booz Allen utilizes and discusses in this release Revenue, Excluding Billable Expenses, Adjusted Operating Income, “Adjusted Operating Income” represents Operating Adjusted EBITDA, Adjusted EBITDA Margin on Income before: transaction costs, fees, losses, and Revenue,Adjusted EBITDA Margin on Revenue, Excluding expenses, including fees associated with debt Billable Expenses, Adjusted Net Income, and Adjusted prepayments. Booz Allen prepares Adjusted Operating Diluted EPS because management uses these measures Income to eliminate the impact of items it does not for business planning purposes, including managing its consider indicative of ongoing operating performance business against internal projected results of operations due to their inherent unusual, extraordinary or non- and measuring its performance. Management views recurring nature or because they result from an event of Adjusted Operating Income, Adjusted EBITDA, Adjusted a similar nature. EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net “Adjusted EBITDA” represents net income before income Income, and Adjusted Diluted EPS as measures of the core taxes, net interest and other expense and depreciation operating business, which exclude the impact of the items and amortization before certain other items, including detailed in the supplemental exhibits, as these items are transaction costs, fees, losses, and expenses, including generally not operational in nature. fees associated with debt prepayments. “Adjusted EBITDA Margin on Revenue” is calculated as Adjusted These supplemental performance measures also provide EBITDA divided by revenue. “Adjusted EBITDA Margin on another basis for comparing period to period results by Revenue, Excluding Billable Expenses” is calculated as excluding potential differences caused by non-operational Adjusted EBITDA divided by Revenue, Excluding Billable and unusual or non-recurring items. Expenses. Booz Allen prepares Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted Management also utilizes Revenue, Excluding Billable EBITDA Margin on Revenue, Excluding Billable Expenses Expenses because it provides management useful to eliminate the impact of items it does not consider information about the Company’s operating performance indicative of ongoing operating performance due to their by excluding the impact of costs that are not indicative of inherent unusual, extraordinary or non-recurring nature the level of productivity of its consulting staff headcount or because they result from an event of a similar nature. and its overall direct labor, which management believes provides useful information to its investors about its core “Adjusted Net Income” represents net income before: (i) operations. Booz Allen also utilizes and discusses Free transaction costs, fees, losses, and expenses, including Cash Flow in this release because management uses this fees associated with debt prepayments, (ii) amortization measure for business planning purposes, measuring the or write-off of debt issuance costs and write-off of cash generating ability of the operating business and original issue discount, (iii) release of income tax measuring liquidity generally. Booz Allen presents these reserves, and (iv) re-measurement of deferred tax assets supplemental measures because it believes that these and liabilities as a result of the Tax Cuts and Jobs Act (the measures provide investors and securities analysts with “2017 Tax Act”) in each case net of the tax effect where important supplemental information with which to appropriate calculated using an assumed effective tax evaluate Booz Allen’s performance, long term earnings rate. Booz Allen prepares Adjusted Net Income to potential, or liquidity, as applicable, and to enable them eliminate the impact of items, net of tax, it does not to assess Booz Allen’s performance on the same basis as consider indicative of ongoing operating performance management. These supplemental performance 3
measurements may vary from and may not be comparable measures. Consequently, any attempt to disclose such to similarly titled measures by other companies in Booz reconciliation would imply a degree of precision that could Allen’s industry. Revenue, Excluding Billable Expenses, be confusing or misleading to investors. Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on FORWARD LOOKING STATEMENTS Revenue, Excluding Billable Expenses, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow are Certain statements contained in this press release and in not recognized measurements under GAAP and when related comments by our management include “forward- analyzing Booz Allen’s performance or liquidity, as looking statements” within the meaning of the Private applicable, investors should (i) evaluate each adjustment Securities Litigation Reform Act of 1995. Examples of in our reconciliation of revenue to Revenue, Excluding forward-looking statements include information concerning Billable Expenses, operating income to Adjusted Operating Booz Allen’s preliminary financial results, financial outlook Income, net income to Adjusted EBITDA, Adjusted EBITDA and guidance, including forecasted revenue, Diluted EPS, Margin on Revenue, Adjusted EBITDA Margin on Revenue, and Adjusted Diluted EPS, future quarterly dividends, and Excluding Billable Expenses, Adjusted Net Income, and future improvements in operating margins, as well as any Adjusted Diluted Earnings per Share, and net cash other statement that does not directly relate to any provided by operating activities to Free Cash Flow, historical or current fact. In some cases, you can identify (ii) use Revenue, Excluding Billable Expenses, Adjusted forward-looking statements by terminology such as “may,” Operating Income, Adjusted EBITDA, Adjusted EBITDA “will,” “could,” “should,” “forecasts,” “expects,” “intends,” Margin on Revenue, Adjusted EBITDA Margin on Revenue, “plans,” “anticipates,” “projects,” “outlook,” “believes,” Excluding Billable Expenses, Adjusted Net Income, and “estimates,” “predicts,” “potential,” “continue,” Adjusted Diluted EPS in addition to, and not as an “preliminary,” or the negative of these terms or other alternative to revenue, operating income, net income comparable terminology. Although we believe that the or diluted EPS as measures of operating results, each expectations reflected in the forward-looking statements as defined under GAAP, and (iii) use Free Cash Flow, in are reasonable, we can give you no assurance these addition to, and not as an alternative to, net cash expectations will prove to have been correct. provided by operating activities as a measure of liquidity, each as defined under GAAP. Exhibit 4 includes a These forward-looking statements relate to future events reconciliation of Revenue, Excluding Billable Expenses, or our future financial performance and involve known Adjusted Operating Income, Adjusted EBITDA, Adjusted and unknown risks, uncertainties and other factors that may EBITDA Margin on Revenue, Adjusted EBITDA Margin on cause our actual results, levels of activity, performance or Revenue, Excluding Billable Expenses, Adjusted Net achievements to differ materially from any future results, Income, Adjusted Diluted EPS, and Free Cash Flow to the levels of activity, performance or achievements expressed or most directly comparable financial measure calculated implied by these forward-looking statements. and presented in accordance with GAAP. These risks and other factors include: efforts by Congress With respect to our expectations under “Financial and other U.S. government bodies to reduce U.S. Outlook” above, a reconciliation of Adjusted Diluted EPS government spending and address budgetary constraints, guidance to the closest corresponding GAAP measure is including automatic sequestration required by the Budget not available without unreasonable efforts on a forward- Control Act of 2011 (as subsequently amended) and the U.S. looking basis due to our inability to predict our stock deficit, as well as associated uncertainty around the timing, price, equity grants and dividend declarations during the extent, nature, and effect of such efforts; delayed funding of course of fiscal 2020. Projecting future stock price, equity our contracts due to uncertainty relating to funding of the grants and dividends to be declared would be necessary U.S. government and a possible failure of Congressional to accurately calculate the difference between Adjusted efforts to approve such funding and to craft a long-term Diluted EPS and GAAP EPS as a result of the effects of the agreement on the U.S. government’s ability to incur two-class method and related possible dilution used in the indebtedness in excess of its current limits, or changes in calculation of EPS. Consequently, any attempt to disclose the pattern or timing of government funding and spending such reconciliation would imply a degree of precision that (including those resulting from or related could be confusing or misleading to investors. We expect to cuts associated with sequestration); any issue that the variability of the above charges to have an compromises our relationships with the U.S. government or unpredictable, and potentially significant, impact on our damages our professional reputation, including negative future GAAP financial results. publicity concerning government contractors in general or us in particular; changes in U.S. government In addition, management may discuss its expectation for spending, including a continuation of efforts by the U.S. EBITDA margin for fiscal year 2020 from time to time. A government to decrease spending for management support reconciliation of EBITDA margin guidance to the closest service contracts, and mission priorities that shift corresponding GAAP measure is not available without expenditures away from agencies or programs that we unreasonable efforts on a forward-looking basis due to support; U.S. government shutdowns as a result of the our inability to predict specific quantifications of the failure by elected officials to fund the government beyond amounts that would be required to reconcile such November 21, 2019; the size of our addressable markets 4
and the amount of U.S. government spending on private service offerings in our U.S. and international businesses; contractors; failure to comply with numerous laws and failure to comply with special U.S. government laws and regulations, including, but not limited to, the Federal regulations relating to our international operations; risks Acquisition Regulation (“FAR”), the False Claims Act, the related to our indebtedness and credit facilities which Defense Federal Acquisition Regulation Supplement and contain financial and operating covenants; the adoption FAR Cost Accounting Standards and Cost Principles; our by the U.S. government of new laws, rules, and ability to compete effectively in the competitive bidding regulations, such as those relating to organizational process and delays or losses of contract awards caused by conflicts of interest issues or limits; risks related to competitors’ protests of major contract awards received completed and future acquisitions, including our ability to by us; the loss of General Services Administration Multiple realize the expected benefits from such acquisitions; an Award schedule contracts, or GSA schedules, or our inability to utilize existing or future tax benefits for any position as prime contractor on government-wide reason, including as a result of a change in laws or acquisition contract vehicles, or GWACs; changes in the regulations; variable purchasing patterns under U.S. mix of our contracts and our ability to accurately estimate government GSA schedules, blanket purchase agreements or otherwise recover expenses, time, and resources for and indefinite delivery, indefinite quantity, or IDIQ, our contracts; continued efforts to change how the U.S. contracts; and the impact of changes in accounting rules government reimburses compensation related costs and and regulations, or interpretations thereof, that may other expenses or otherwise limit such reimbursements affect the way we recognize and report our financial and an increased risk of compensation being deemed results, including changes in accounting rules governing unallowable or payments being withheld as a result of recognition of revenue. Additional information concerning U.S. government audit, review, or investigation; our ability these and other factors can be found in our filings with the to realize the full value of and replenish our backlog, Securities and Exchange Commission (SEC), including our generate revenue under certain of our contracts and the Annual Report on Form 10-K, filed with the SEC on May 28, timing of our receipt of revenue under contracts included 2019. All forward-looking statements attributable to us or in backlog; changes in estimates used in recognizing persons acting on our behalf are expressly qualified in revenue; an inability to attract, train, or retain employees their entirety by the foregoing cautionary statements. with the requisite skills and experience; an inability to All such statements speak only as of the date made and, timely hire, assimilate and effectively utilize our except as required by law, we undertake no obligation to employees, ensure that employees obtain and maintain update or revise publicly any forward-looking statements, necessary security clearances and/or effectively manage whether as a result of new information, future events or our cost structure; the loss of members of senior otherwise. management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors, including the improper use or release of our clients’ sensitive or classified information; increased insourcing by various U.S. government agencies due to changes in the definition of “inherently governmental” work, including proposals to limit contractor access to sensitive or classified information and work assignments; increased competition from other companies in our industry; failure to maintain strong relationships with other contractors or the failure of contractors with which we have entered into a sub- or prime- contractor relationship to meet their obligations to us or our clients; inherent uncertainties and potential adverse developments in legal or regulatory proceedings, including litigation, audits, reviews, and investigations, which may result in materially adverse judgments, settlements, withheld payments, penalties, or other unfavorable outcomes including debarment, as well as disputes over the availability of insurance or indemnification; internal system or service failures and security breaches, including, but not limited to, those resulting from external or internal cyber attacks on our network and internal systems; risks related to the potential implementation and operation of new financial management systems; risks inherent in the government contracting environment; risks related to changes to our operating structure, capabilities, or strategy intended to address client needs, grow our business or respond to market developments; risks associated with increased competition, new relationships, clients, capabilities, and 5 5
Exhibit 1 Booz Allen Hamilton Holding Corporation Condensed Consolidated Statements of Operations Three Months Ended Six Months Ended September 30, September 30, (Amounts in thousands, except per share data) 2019 2018 2019 2018 (Unaudited) (Unaudited) Revenue $ 1,819,577 $ 1,613,997 $ 3,644,753 $ 3,260,845 Operating costs and expenses: Cost of revenue 843,942 748,570 1,684,596 1,534,382 Billable expenses 539,846 478,349 1,091,021 955,784 General and administrative expenses 244,122 226,901 478,402 432,737 Depreciation and amortization 19,632 16,426 39,653 32,579 Total operating costs and expenses 1,647,542 1,470,246 3,293,672 2,955,482 Operating income 172,035 143,751 351,081 305,363 Interest expense (25,863) (22,247) (51,050) (45,321) Other income (expense), net 2,005 (1,617) 3,976 (2,788) Income before income taxes 148,177 119,887 304,007 257,254 Income tax expense 33,852 27,174 72,296 60,337 Net income $ 114,325 $ 92,713 $ 231,711 $ 196,917 Earnings per common share: Basic $ 0.81 $ 0.65 $ 1.64 $ 1.37 Diluted $ 0.80 $ 0.64 $ 1.63 $ 1.36 6 6
Exhibit 2 Booz Allen Hamilton Holding Corporation Condensed Consolidated Balance Sheets September 30, March 31, (Amounts in thousands, except share and per share data) 2019 2019 (Unaudited) Assets Current assets: Cash and cash equivalents $ 781,546 $ 283,990 Accounts receivable, net of allowance 1,321,111 1,330,364 Prepaid expenses and other current assets 60,746 84,986 Total current assets 2,163,403 1,699,340 Property and equipment, net of accumulated depreciation 187,475 172,453 Operating lease right-of-use assets 250,810 — Intangible assets, net of accumulated amortization 294,300 287,051 Goodwill 1,581,160 1,581,160 Other long-term assets 91,710 91,837 Total assets $ 4,568,858 $ 3,831,841 Liabilities and stockholders' equity Current liabilities: Current portion of long-term debt $ 77,924 $57,924 Accounts payable and other accrued expenses 684,374 664,948 Accrued compensation and benefits 290,751 325,553 Operating lease liabilities 32,994 — Other current liabilities 124,526 130,814 Total current liabilities 1,210,569 1,179,239 Long-term debt, net of current portion 2,044,821 1,701,837 Operating lease liabilities, net of current portion 282,718 — Other long-term liabilities 190,567 275,399 Total liabilities 3,728,675 3,156,475 Stockholders’ equity: Common stock, Class A — $0.01 par value — authorized, 600,000,000 shares; issued, 160,400,357 shares at September 30, 2019 and 159,924,825 shares at March 31, 2019; outstanding, 140,373,450 shares at September 30, 2019 and 140,027,853 shares at March 31, 2019 1,604 1,599 Treasury stock, at cost — 20,026,907 shares at September 30, 2019 and 19,896,972 shares at March 31, 2019 (719,793) (711,450) Additional paid-in capital 427,817 401,596 Retained earnings 1,161,674 994,811 Accumulated other comprehensive loss (31,119) (11,190) Total stockholders’ equity 840,183 675,366 Total liabilities and stockholders’ equity $ 4,568,858 $ 3,831,841 7 7
Exhibit 3 Booz Allen Hamilton Holding Corporation Condensed Consolidated Statements of Cash Flows Six Months Ended September 30, (Amounts in thousands) 2019 2018 (Unaudited) Cash flows from operating activities Net income $ 231,711 $ 196,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 39,653 32,579 Noncash lease expense 27,711 — Stock-based compensation expense 15,808 13,265 Amortization of debt issuance costs and loss on extinguishment 2,459 6,920 Losses on dispositions 581 408 Changes in assets and liabilities: Accounts receivable, net of allowance 9,253 (31,621) Deferred income taxes and income taxes receivable / payable (30,322) (14,677) Prepaid expenses and other current assets (16,696) (17,633) Other long-term assets (95) (6,217) Accrued compensation and benefits (28,805) (3,154) Accounts payable and other accrued expenses 34,623 80,703 Other current liabilities 2,311 13,803 Operating lease liabilities (24,529) — Other long-term liabilities 3,016 3,274 Net cash provided by operating activities 266,679 274,567 Cash flows from investing activities Purchases of property, equipment, and software (59,978) (39,672) Payments for businesses acquisitions, net of cash acquired — (20) Net cash used in investing activities (59,978) (39,692) Cash flows from financing activities Proceeds from issuance of common stock 7,049 5,227 Stock option exercises 3,687 8,541 Repurchases of common stock (14,658) (98,377) Cash dividends paid (64,848) (54,659) Repayment of debt (38,962) (101,550) Proceeds from debt issuance 400,000 62,072 Other financing activities (1,413) (501) Net cash provided by (used in) financing activities 290,855 (179,247) Net increase in cash and cash equivalents 497,556 55,628 Cash and cash equivalents — beginning of period 283,990 286,958 Cash and cash equivalents — end of period $ 781,546 $ 342,586 Supplemental disclosures of cash flow information Net cash paid during the period for: Interest $ 44,965 $ 38,140 Income taxes $ 102,151 $ 74,275 Supplemental disclosures of non-cash investing and financing activities Noncash financing activities $ 2,110 $ 2,658 8 8
Exhibit 4 Booz Allen Hamilton Holding Corporation Non-GAAP Financial Information Three Months Ended Six Months Ended September 30, September 30, (In thousands, except share and per share data) 2019 2018 2019 2018 (Unaudited) (Unaudited) Revenue, Excluding Billable Expenses Revenue $ 1,819,577 $ 1,613,997 $ 3,644,753 $ 3,260,845 Billable expenses 539,846 478,349 1,091,021 955,784 Revenue, Excluding Billable Expenses $ 1,279,731 $ 1,135,648 $ 2,553,732 $ 2,305,061 Adjusted Operating Income Operating Income $ 172,035 $ 143,751 $ 351,081 $ 305,363 Transaction expenses (a) — 3,660 — 3,660 Adjusted Operating Income $ 172,035 $ 147,411 $ 351,081 $ 309,023 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses Net income $ 114,325 $ 92,713 $ 231,711 $ 196,917 Income tax expense 33,852 27,174 72,296 60,337 Interest and other, net (b) 23,858 23,864 47,074 48,109 Depreciation and amortization 19,632 16,426 39,653 32,579 EBITDA 191,667 160,177 $ 390,734 $ 337,942 Transaction expenses (a) — 3,660 — 3,660 Adjusted EBITDA $ 191,667 $ 163,837 $ 390,734 $ 341,602 Adjusted EBITDA Margin on Revenue 10.5% 10.2% 10.7% 10.5% Adjusted EBITDA Margin on Revenue, Excluding Billable % % % % Expenses 15.0 14.4 15.3 14.8 Adjusted Net Income Net income $ 114,325 $ 92,713 $ 231,711 $ 196,917 Transaction expenses (a) — 3,660 — 3,660 Re-measurement of deferred tax assets/liabilities (c) — 1,064 — 1,064 Amortization or write-off of debt issuance costs and write-off of original issue discount 602 1,205 1,059 1,868 Adjustments for tax effect (d) (156) (1,265) (275) (1,437) Adjusted Net Income $ 114,771 $ 97,377 $ 232,495 $ 202,072 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 141,362,136 143,708,909 141,252,917 144,215,073 Adjusted Net Income Per Diluted Share (e) $ 0.81 $ 0.68 $ 1.65 $ 1.40 Free Cash Flow Net cash provided by (used in) operating activities $ 215,696 $ 301,604 $ 266,679 $ 274,567 Less: Purchases of property, equipment and software (32,642) (19,207) (59,978) (39,672) Free Cash Flow $ 183,054 $ 282,397 $ 206,701 $ 234,895 (a) Reflects debt refinancing costs incurred in connection with the refinancing transaction consummated on July 23, 2018. (b) Reflects the combination of Interest expense and Other income (expense), net from the condensed consolidated statement of operations. (c) Reflects the adjustments 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. (d) Reflects the tax effect of adjustments at an assumed effective tax rate of 26%, which approximates the blended federal and state tax rates and consistently excludes the impact of other tax credits and incentive benefits realized. (e) Excludes adjustments of approximately $0.6 million and $1.2 million of net earnings for the three and six months ended September 30, 2019 and 2018, respectively, associated with the application of the two-class method for computing diluted earnings per share. 9 9
Exhibit 5 Booz Allen Hamilton Holding Corporation Operating Data As of September 30, (Amounts in millions) 2019 2018 Backlog Funded $ 4,383 $ 4,183 Unfunded 5,365 4,777 Priced Options 13,163 12,412 Total Backlog $ 22,911 $ 21,372 Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Book-to-Bill * 2.68 3.66 1.98 2.64 * Book-to-bill is calculated as the change in total backlog during the relevant fiscal period plus the relevant fiscal period revenue, all divided by the relevant fiscal period revenue. As of September 30, 2019 2018 Headcount Total Headcount 26,984 25,344 Consulting Staff Headcount 24,124 22,759 Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Percentage of Total Revenue by Contract Type Cost-Reimbursable 57% 53% 56% 53% Time-and-Materials 23% 24% 23% 24% Fixed-Price 20% 23% 21% 23% 101 0
EARNINGS CALL PRESENTATION Fiscal Year 2020, Second Quarter November 1, 2019
HORACIO ROZANSKI CALL President and Chief Executive Officer PARTICIPANTS LLOYD HOWELL, JR. Chief Financial Officer and Treasurer NICHOLAS VEASEY Vice President of Investor Relations 2
DISCLAIMER Forward Looking Safe Harbor Statement Certain statements contained in this presentation and in related comments by our management include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s preliminary financial results, financial outlook and guidance, including forecasted revenue, Diluted EPS, Adjusted Diluted EPS, free cash flow, future quarterly dividends, and future improvements in operating margins, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including those factors discussed in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, which can be found at the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Note Regarding Non-GAAP Financial Data Information Booz Allen discloses in the following information 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 which are not recognized measurements under GAAP, and when analyzing Booz Allen’s performance or liquidity as applicable, investors should (i) evaluate each adjustment in our reconciliation of 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 Earnings Per Share, and net cash provided by operating activities to Free Cash Flow, and the explanatory footnotes regarding those adjustments, each as defined under GAAP, (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, 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. The Financial Appendix includes 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. Booz Allen presents these supplemental performance measures because it believes that these measures provide investors and securities analysts with important supplemental information with which to evaluate Booz Allen’s performance, long term earnings potential, or liquidity, as applicable and to enable them to assess Booz Allen’s performance on the same basis as management. These supplemental performance and liquidity measurements may vary from and may not be comparable to similarly titled measures by other companies in Booz Allen’s industry. With respect to our expectations under “Fiscal 2020 Full Year Outlook,” reconciliation of Adjusted Diluted EPS guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to our inability to predict our stock price, equity grants and dividend declarations during the course of fiscal 2020. Projecting future stock price, equity grants and dividends to be declared would be necessary to accurately calculate the difference between Adjusted Diluted EPS and GAAP EPS as a result of the effects of the two-class method and related possible dilution used in the calculation of EPS. Consequently, any attempt to disclose such reconciliation would imply a degree of precision that could be confusing or misleading to investors. We expect the variability of the above charges to have an unpredictable, and potentially significant, impact on our future GAAP financial results. For the same reason, a reconciliation of Adjusted EBITDA Margin on Revenue guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to our inability to predict specific quantifications of the amounts that would be required to reconcile such measures. All quarterly financial information for the fiscal year ended March 31, 2017 presented herein is as previously reported under ASC 605 while the annual financial information for the fiscal year ended March 31, 2017 was retroactively recast for the effects of ASC 606 and ASU 2017-07, as required. Unless otherwise specified, all references to "record" results are with respect to the period since Booz Allen's initial public offering. 3
KEY FINANCIAL RESULTS SECOND QUARTER FISCAL YEAR 2020 RESULTS SECOND QUARTER (1) FIRST HALF (1) Revenue $1.8 billion 12.7% Increase $3.6 billion 11.8% Increase Revenue, Excluding Billable Expenses $1.3 billion 12.7% Increase $2.6 billion 10.8% Increase Adjusted EBITDA $192 million 17.0% Increase $391 million 14.4% Increase Adjusted EBITDA Margin on Revenue 10.5% 3.7% Increase 10.7% 2.3% Increase Net Income $114 million 23.3% Increase $232 million 17.7% Increase Adjusted Net Income $115 million 17.9% Increase $232 million 15.1% Increase Diluted EPS $0.80 25.0% Increase $1.63 19.9% Increase Adjusted Diluted EPS $0.81 19.1% Increase $1.65 17.9% Increase Net Cash Provided by Operating Activities $216 million (28.5)% Decrease $267 million (2.9)% Decrease (1) Comparisons are to prior fiscal year period 4
Q2 FY'20 PERFORMANCE: ALIGNED WITH INVESTMENT THESIS UPDATED INVESTMENT THESIS Unique Market Position = Strong Financial Returns + Option Value – Investments in innovation, talent, FY'18 - FY'21 – Continued investment in and capabilities position us to help new business lines and clients adopt current and new 66% ADEPS GROWTH BY FY'21 solutions that will drive technologies future growth – First mover advantage enhanced by + ~2% DIVIDEND YIELD our ability to combine mission knowledge, consulting heritage and 6 - 9% Low 10% Range ~$1.4B technical depth creating value for critical missions and top priorities Annual Revenue Adj. EBITDA Capital Growth Margins Deployment – Organic growth in revenue ex-billables of 12.7% year-over-year driven by strong client demand INDUSTRY LEADING ORGANIC – 6.5% year-over-year headcount growth positions firm to continue to execute against record backlog REVENUE GROWTH – Increased and narrowed full fiscal year revenue guidance to 9% - 11% from 6% - 9% – Adj. EBITDA Margin on Revenue of 10.5%; Adj. EBITDA of $191.7 million (~17.0% growth year-over-year) CONTRACT PERFORMANCE – Organic growth and strong contract-level execution continue to drive profitability DRIVES MARGIN EXPANSION – Reaffirming fiscal year 2020 guidance of Adj. EBITDA Margin on Revenue in the low 10% range PRUDENT CAPITAL – Deployed ~$33 million in the second quarter; announced off-cycle $0.04 increase to quarterly dividend DEPLOYMENT – Reaffirming three-year goal to deploy ~$1.4 billion through fiscal year 2021 5
Page 4 intentionally repeated KEY FINANCIAL RESULTS SECOND QUARTER FISCAL YEAR 2020 RESULTS SECOND QUARTER (1) FIRST HALF (1) Revenue $1.8 billion 12.7% Increase $3.6 billion 11.8% Increase Revenue, Excluding Billable Expenses $1.3 billion 12.7% Increase $2.6 billion 10.8% Increase Adjusted EBITDA $192 million 17.0% Increase $391 million 14.4% Increase Adjusted EBITDA Margin on Revenue 10.5% 3.7% Increase 10.7% 2.3% Increase Net Income $114 million 23.3% Increase $232 million 17.7% Increase Adjusted Net Income $115 million 17.9% Increase $232 million 15.1% Increase Diluted EPS $0.80 25.0% Increase $1.63 19.9% Increase Adjusted Diluted EPS $0.81 19.1% Increase $1.65 17.9% Increase Net Cash Provided by Operating Activities $216 million (28.5)% Decrease $267 million (2.9)% Decrease (1) Comparisons are to prior fiscal year period 6
HISTORICAL BACKLOG & BOOK-TO-BILL BACKLOG (1) (5) $22.9$23.0 $21.4 $20.5$20.4 $22.0 $19.3 $19.9 $16.7 $16.7 $16.1 $17.0 s $13.2 $16.5 $13.5 $13.6 $14.0 $12.4 n $12.4 o $12.2 $12.3 i l $9.2 $9.6 $10.1 l $9.2 i $11.0 $7.5 $7.7 $8.3 b $5.4 n $4.8 i $4.5 $5.5 $3.9 $4.2 $4.2 $4.1 $3.7 $4.4 $3.2 $3.1 $3.2 $4.4 $3.6 $4.2 $3.5 $3.4 $3.2 $0.0 $2.8 $2.8 $2.5 $2.9 $2.7 $2.8 (2) (2) (3) (3) (3) (3) (4) (4) (4) (4) (4) (4) Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Funded Unfunded Priced Options BOOK-TO-BILL TRENDS 4.0x 3.66x 3.0x 2.70x 2.68x 2.0x 1.64x 1.31x 1.29x 0.92x 1.04x 0.99x 0.60x 1.0x 0.45x 0.36x 0.0x (4) Q3'17 (2) Q4'17 (2) Q1'18 (3) Q2'18 (3) Q3'18 (3) Q4'18 (3) Q1'19 (4) Q2'19 (4) Q3'19 (4) Q4'19 (4) Q1'20 (4) Q2'20 Quarterly Book-to-Bill LTM Book-to-Bill 1) For more information on the components of backlog, and the differences between backlog 2) Revenue as reported under ASC 605 and remaining performance obligations, please see the Company's Form 10-K for the fiscal 3) Revenue as adjusted from previously reported to reflect ASC 606 and ASU 2017-07 year ended 3/31/19 4) Revenue as reported, reflecting ASC 606 and ASU 2017-07 7 5) Total rounds to $22.9 billion vs. $23.0 billion
CAPITAL ALLOCATION DELIVERING STRONG CAPITAL RETURNS THROUGH EFFICIENT CAPITAL DEPLOYMENT STRATEGY – Multi-year capital deployment plan remains on track, subject to market conditions – Deployed ~$33 million during the quarter – Reaffirming three-year goal to deploy ~$1.4 billion through fiscal year 2021 – $652 million of share repurchase authorization remained as of September 30, 2019 – The Board authorized a regular dividend of 27 cents per share, representing a $0.04 off-cycle increase, payable on December 2nd to stockholders of record on November 14th – The off-cycle increase reinforces our commitment to quarterly dividend growth as a component of our Investment Thesis – Our normal annual dividend assessment occurs each January, and we expect to do that assessment as usual this fiscal year QUARTERLY CAPITAL DEPLOYMENT ($ IN MILLIONS) HISTORICAL CAPITAL DEPLOYMENT ($ IN MILLIONS) $110.1 $110.1 $396.9 $392.1 $19.1 $364.2 $68.3 $293.4 $83.0 $77.7 $247.6 $194.3 $269.6 $250.0 $41.1 $40.7 (1) $169.0 $8.3 $32.5 $51.1 $63.2 $56.4 $32.4 $32.4 $32.4 $27.2 $27.1 $80.0 $92.9 $103.4 $114.2 $124.4 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 FY'16 FY'17 FY'18 FY'19 LTM Quarterly Dividends Share Repurchases Quarterly Dividends Share Repurchases M&A (2) Special Dividends M&A (2) Special Dividends (1) Includes ~$0.1M of withhold to cover shares (2) Represents Payments for Business Acquisitions, Net of Cash Acquired 8
FINANCIAL OUTLOOK FULL YEAR FY'20 GUIDANCE OPERATING PERFORMANCE CURRENT PRIOR (Q1'20) Revenue Growth 9.0 - 11.0% 6.0 - 9.0% Adjusted EBITDA Margin on Revenue Low 10% range Low 10% range Adjusted Diluted EPS $3.00 - $3.10 $2.90 - $3.05 Net Cash Provided by Operating Activities $450 - $500 million $400 - $450 million ASSUMPTIONS FOR ADEPS GUIDANCE CURRENT PRIOR (Q1'20) Tax Rate 23 - 25% 23 - 25% Share Count 137 - 141 million 137 - 141 million 9
APPENDIX 10
NON-GAAP FINANCIAL INFORMATION "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 transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. We prepare Adjusted Operating Income to eliminate the impact of items we do not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary, or non-recurring nature or because they result from an event of a similar nature. "Adjusted EBITDA" represents net income before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. “Adjusted EBITDA Margin 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) transaction costs, fees, losses, and expenses, including fees associated with debt prepayments, (ii) amortization or write-off of debt issuance costs and write-off of original issue discount, (iii) release of income tax reserves, and (iv) re-measurement of deferred tax assets and liabilities as a result of 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, equipment, and software. 11
NON-GAAP FINANCIAL INFORMATION Three Months Ended Six Months Ended September 30, September 30, (a) Reflects debt refinancing costs incurred in connection with the refinancing transaction (In thousands, except share and per share data) 2019 2018 2019 2018 consummated on July 23, 2018. (Unaudited) (Unaudited) Revenue, Excluding Billable Expenses (b) Reflects the combination of Interest expense Revenue $ 1,819,577 $ 1,613,997 $ 3,644,753 $ 3,260,845 and Other income (expense), net from the condensed consolidated statement of operations. Billable expenses 539,846 478,349 1,091,021 955,784 Revenue, Excluding Billable Expenses $ 1,279,731 $ 1,135,648 $ 2,553,732 $ 2,305,061 (c) Reflects the adjustments made to the Adjusted Operating Income provisional income tax benefit associated with the Operating Income $ 172,035 $ 143,751 $ 351,081 $ 305,363 re-measurement of the Company’s deferred tax Transaction expenses (a) — 3,660 — 3,660 assets and liabilities as a result of the 2017 Tax Act. Adjusted Operating Income $ 172,035 $ 147,411 $ 351,081 $ 309,023 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted (d) Reflects the tax effect of adjustments at an EBITDA Margin on Revenue, Excluding Billable Expenses assumed effective tax rate of 26%, which Net income $ 114,325 $ 92,713 $ 231,711 $ 196,917 approximates the blended federal and state tax Income tax expense 33,852 27,174 72,296 60,337 rates and consistently excludes the impact of other Interest and other, net (b) 23,858 23,864 47,074 48,109 tax credits and incentive benefits realized. Depreciation and amortization 19,632 16,426 39,653 32,579 (e) Excludes adjustments of approximately $0.6 EBITDA 191,667 160,177 $ 390,734 $ 337,942 million and $1.2 million of net earnings for Transaction expenses (a) — 3,660 — 3,660 the three and six months ended September 30, Adjusted EBITDA $ 191,667 $ 163,837 $ 390,734 $ 341,602 2019 and 2018, respectively, associated with the Adjusted EBITDA Margin on Revenue 10.5% 10.2% 10.7% 10.5% application of the two-class method for computing Adjusted EBITDA Margin on Revenue, Excluding Billable diluted earnings per share. Expenses 15.0% 14.4% 15.3% 14.8% Adjusted Net Income Net income $ 114,325 $ 92,713 $ 231,711 $ 196,917 Transaction expenses (a) — 3,660 — 3,660 Re-measurement of deferred tax assets/liabilities (c) — 1,064 — 1,064 Amortization or write-off of debt issuance costs and write-off of original issue discount 602 1,205 1,059 1,868 Adjustments for tax effect (d) (156) (1,265) (275) (1,437) Adjusted Net Income $ 114,771 $ 97,377 $ 232,495 $ 202,072 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 141,362,136 143,708,909 141,252,917 144,215,073 Adjusted Net Income Per Diluted Share (e) $ 0.81 $ 0.68 $ 1.65 $ 1.40 Free Cash Flow Net cash provided by operating activities $ 215,696 $ 301,604 $ 266,679 $ 274,567 Less: Purchases of property, equipment, and software (32,642) (19,207) (59,978) (39,672) Free Cash Flow $ 183,054 $ 282,397 $ 206,701 $ 234,895 12
FINANCIAL RESULTS – KEY DRIVERS Second Quarter Fiscal 2020 – Below is a summary of the key factors driving results for the fiscal 2020 second quarter ended September 30, 2019 as compared to the prior year period: • Revenue increased by 12.7% to $1.8 billion driven primarily by sustained strength in client demand, headcount growth, and an extra workday compared to the prior year period. • Revenue, Excluding Billable Expenses increased 12.7% to $1.3 billion due to sustained strength in client demand, headcount growth, and an extra workday compared to the prior year period. • Operating Income increased 19.7% to $172.0 million and Adjusted Operating Income increased 16.7% to $172.0 million. Increases in both were primarily driven by the same factors driving revenue growth, as well as strong contract performance. • Net income increased 23.3% to $114.3 million and Adjusted Net Income increased 17.9% to $114.8 million. These increases were primarily driven by the same factors as Operating Income and Adjusted Operating Income. • EBITDA increased 19.7% to $191.7 million and Adjusted EBITDA increased 17.0% to $191.7 million . These increases were due to the same factors as Operating Income and Adjusted Operating Income. • Diluted EPS increased to $0.80 from $0.64 and Adjusted Diluted EPS increased to $0.81 from $0.68. The increases were primarily driven by the same factors as Net Income and Adjusted Net Income, as well as a lower share count in the second quarter of fiscal 2020. • As of September 30, 2019, total backlog was $22.9 billion, an increase of 7.2%. Funded backlog was $4.4 billion, an increase of 4.8%. 13
FINANCIAL RESULTS – KEY DRIVERS Six Months Ended September 30, 2019 – Below is a summary of the key factors driving results for the fiscal 2020 six months ended September 30, 2019 as compared to the prior year period: • Net cash provided by operating activities was $266.7 million for the six months ended September 30, 2019 as compared to $274.6 million for the six months ended September 30, 2018. The decrease in operating cash flows was primarily due to a decrease in accounts payable associated with the timing of vendor payments and increased tax payments, partially offset by collection of our revenue and net income growth. Free Cash Flow was $206.7 million for the six months ended September 30, 2019 as compared to $234.9 million for the six months ended September 30, 2018. Free Cash Flow was affected by the same factors affecting cash provided by operating activities, partially offset by an increase in capital expenditures over the prior year period primarily related to investments in our facilities, infrastructure and information technology. 14