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): January 27, 2023
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(Exact name of Registrant as specified in its charter)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| 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 January 27, 2023 , Booz Allen Hamilton Holding Corporation (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
On January 27, 2023 , 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.
The information in this Item 2.02 and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. | |||||||
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/ Matthew A. Calderone | ||||
| Matthew A. Calderone | |||||
| Executive Vice President and Chief Financial Officer | |||||
Date: January 27, 2023
Booz | Allen | Hamilton® BOOZ ALLEN HAMILTON ANNOUNCES THIRD QUARTER FISCAL 2023 RESULTS + Exceptional Third Quarter Operational Performance Delivers Continued Momentum Supported by Industry-Leading Organic Growth1 + Company Raises Midpoint of Full-Year Guidance + Quarterly Revenue Increase of 12.1 percent over the Prior Year Period to $2.3 billion, and Revenue, Excluding Billable Expenses Growth of 11.2 percent + Quarterly Diluted Earnings Per Share of $0.23 and Adjusted Diluted Earnings Per Share2 of $1.07 + 7.5 percent Year-Over-Year Client Staff Headcount Growth and 5.7 percent Year-Over-Year Total Headcount Growth + 8.2 percent Increase in Quarterly Backlog to $30.0 billion; Quarterly Book-to- Bill of 0.09x + Quarterly Dividend of $0.47 per Share "I'm proud of this quarter's exceptional hiring, industry-leading organic revenue growth, and high demand, which provide the business with strong momentum. As we continue to execute our VoLT growth strategy, we are bringing differentiated technology solutions to critical missions faster than ever and are well-positioned for continued growth aligned with our Investment Thesis." — HORACIO ROZANSKI President and Chief Executive Officer McLean, Virginia; January 27, 2023 - Booz Allen Hamilton Holding Corporation (NYSE: BAH), the parent company of management and technology consulting and engineering services firm Booz Allen Hamilton Inc., today announced preliminary results for the third quarter of fiscal year 2023. The Company delivered exceptional overall performance, reporting double-digit revenue growth across all federal markets, excellent Adjusted EBITDA growth and quarterly backlog growth, and outstanding headcount growth, positioning the Company for successful delivery of its three-year Investment Thesis. The Company updated its full-fiscal year guidance announced in May 2022. The Company reported the following third quarter fiscal year 2023 results as compared to third quarter fiscal year 2022: quarterly revenue growth of 12.1 percent and an 11.2 percent quarterly increase in Revenue, Excluding Billable Expenses; Net Income decreased by 76.2 percent to $30.7 million, net income attributable to common stockholders decreased by 76.0 percent to $31.0 million, and Adjusted Net Income increased by 4.0 percent to $142.5 million. Operating income decreased 66.9 percent to $58.6 million; Adjusted EBITDA increased 9.8 percent to $244.1 million; Adjusted EBITDA Margin on Revenue was 10.7 percent; and Diluted EPS was $0.23, down $0.72 or 75.8 percent, while Adjusted Diluted EPS was $1.07, up by $0.05 or 4.9 percent.2 During the third quarter of fiscal year 2023, the Company recorded a $124.0 million reserve related to the U.S. Department of Justice’s investigation of the Company, previously disclosed in June 2017. See Note 15 to the Company's 1 Organic revenue as of December 31, 2022 is calculated as consolidated revenue adjusted for revenue attributable to acquisitions and divestitures. 2 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. 1 THIRD QUARTER FY232 (changes are compared to prior year period) REVENUE: $2.28B +12.1 % EX. BILLABLE EXPENSES: $1.57B +11.2 % OPERATING INCOME: $58.6M (66.9) % ADJ. OPERATING INCOME: $215.8M +11.0 % NET INCOME: $30.7M (76.2) % NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS: $31.0M (76.0) % ADJUSTED NET INCOME: $142.5M +4.0 % EBITDA: $101.0M (53.4) % ADJUSTED EBITDA: $244.1M +9.8 % DILUTED EPS: $0.23 down from $0.95 ADJUSTED DILUTED EPS $1.07 up from $1.02 FINANCIAL SUMMARY Third quarter ended December 31, 2022 - A summary of Booz Allen’s results for the third quarter of fiscal 2023 is below. All comparisons are to the prior year period. A description of key drivers can be found in the Company’s Earnings Call Presentation for the third quarter posted on investors.boozallen.com.
FINANCIAL OUTLOOK The Company is updating its fiscal year 2023 guidance3, as noted in the table below: CONFERENCE CALL INFORMATION Booz Allen Hamilton will host a conference call at 8 a.m. EST on Friday, January 27, 2023, to discuss the financial results for its third quarter fiscal year 2023. Analysts and institutional investors may participate on the call by registering online at investors.boozallen.com. Participants are requested to register a minimum 15 minutes before the start of the call. The conference call will be webcast simultaneously to the public through a link on the investor relations section of the Booz Allen Hamilton website at investors.boozallen.com. A replay of the conference call will be available online at investors.boozallen.com beginning at 11 a.m. EST on January 27, 2023 and continuing for 30 days. 3 Reconciliations omitted in reliance on Item 10(e)(1)(i)(B) of Regulation S-K. See "Non-GAAP Financial Information. 4 Updated Fiscal 2023 Guidance includes approximately 2% of the targeted growth in revenue includes Liberty, Tracepoint and EverWatch, partially offset by the MENA and MTS divestitures. 5 Updated Fiscal 2023 Guidance assumes an effective tax rate of 23–25%; average diluted shares outstanding of 131–133 million, and interest expense of $117-122 million. 6 Excludes approximately $315 million of net cash taxes we expect to pay in fiscal year 2023, which includes approximately $140 million associated with our interpretation of the current Section 174 legislation. Inclusive of cash to be paid for income taxes, we anticipate our total Operating Cash Flow for fiscal year 2023 will be between $560 million to $635 million. 2 Condensed Consolidated Financial Statements as of and for the three and nine months ended December 31, 2022 for additional information regarding this matter. Compared to the third quarter fiscal 2022, the third quarter fiscal 2023 total backlog increased by 8.2 percent to $30.0 billion and the quarterly book-to-bill ratio was 0.09x. As of December 31, 2022, client staff headcount was 1,975 higher than at the end of the prior year period, an increase of 7.5 percent and 1,061 higher than the end of the prior quarter. Total headcount was 1,677 higher than at the end of the prior year period, an increase of 5.7 percent, and 1,118 higher than the end of the prior quarter. For the nine months ended December 31, 2022, net cash provided by operating activities was $365.7 million, as compared to $481.2 million in the prior year period. Free cash flow for the nine months ended December 31, 2022 was $314.3 million, as compared to $429.5 million in the prior year period. The Company declared a regular quarterly dividend of $0.47 per share, which is payable on March 1, 2023 to stockholders of record on February 10, 2023. Additionally, in November 2022, the Company released its Environmental, Social, Governance (ESG) Impact Report demonstrating continued alignment among ESG management, VoLT growth strategy, and sustainable value creation for stakeholders. ABOUT BOOZ ALLEN HAMILTON For more than 100 years, military, government, and business leaders have turned to Booz Allen Hamilton to solve their most complex problems. As a consulting firm with experts in analytics, digital solutions, engineering, and cyber, we help organizations transform. We are a key partner on some of the most innovative programs for governments worldwide and trusted by their most sensitive agencies. We work shoulder-to-shoulder with clients, using a mission-first approach to choose the right strategy and technology to help them realize their vision. With global headquarters in McLean, Virginia, our firm employs approximately 31,100 people globally as of December 31, 2022, and had revenue of $8.4 billion for the 12 months ended March 31, 2022. To learn more, visit www.boozallen.com. (NYSE: BAH) OPERATING PERFORMANCE UPDATED FISCAL 2023 GUIDANCE PRIOR FISCAL 2023 GUIDANCE Revenue Growth4 9.5 – 10.5% 8.0 – 10.0% Adjusted EBITDA $995 – $1,015 million $975 – $1,015 million Adjusted EBITDA Margin on Revenue High 10% to Low 11% High 10% to Low 11% Adjusted Diluted EPS5 $4.35 – $4.50 $4.25 – $4.50 Net Cash Provided by Operating Activities6 $875 – $950 million $875 – $950 million YEAR-TO-DATE FY232 (changes are compared to prior year period) REVENUE: $6.83B +11.4 % EX. BILLABLE EXPENSES: $4.76B +10.4 % OPERATING INCOME: $489.8M (8.8) % ADJ. OPERATING INCOME: $697.0M +7.0 % NET INCOME: $339.6M (9.6) % NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS: $340.2M (9.5) % ADJUSTED NET INCOME: $471.1M +4.0 % EBITDA: $611.6M (4.7) % ADJUSTED EBITDA: $782.6M +7.2 % DILUTED EPS: $2.54 down from $2.76 ADJUSTED DILUTED EPS: $3.55 up from $3.35
NON-GAAP FINANCIAL INFORMATION “Revenue, Excluding Billable Expenses” represents revenue less billable expenses. Booz Allen uses 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 its client staff headcount and its overall direct labor, which management believes provides useful information to its investors about its core operations. “Adjusted Operating Income” represents operating income before acquisition and divestiture costs, financing transaction costs, significant acquisition amortization, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to the Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022. Booz Allen prepares Adjusted Operating Income 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 EBITDA” represents net income attributable to common stockholders before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including acquisition and divestiture costs, financing transaction costs, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to our Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022. “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. Booz Allen 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 attributable to common stockholders before: (i) acquisition and divestiture costs, (ii) financing transaction costs, (iii) significant acquisition amortization, (iv) the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to our Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022, (v) gain associated with equity method investment activity, (vi) gain associated with divestitures or deconsolidation, and (vii) amortization and write-off of debt issuance costs and debt discount, in each case net of the tax effect where appropriate calculated using an assumed effective tax rate. Booz Allen prepares Adjusted Net Income to eliminate the impact of items, net of tax, 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. Booz Allen views Adjusted Net Income 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 consolidated financial statements of the Company's Form 10-K for the fiscal year ended March 31, 2022. "Free Cash Flow" represents the net cash generated from operating activities less the impact of purchases of property, equipment and software. "Free Cash Flow Conversion" is calculated as Free Cash Flow divided by Adjusted Net Income. "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months. "Organic Revenue Growth" represents growth in consolidated revenue adjusted for revenue from acquisitions and divestitures. Booz Allen utilizes and discusses in this release 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 because management uses these measures for business planning purposes, including managing its business against internal projected results of operations and measuring its performance. Management views 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 the core operating business, which exclude the impact of the items detailed in the supplemental exhibits, 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. Management also utilizes 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 its client staff headcount and its overall direct labor, which management believes provides useful information to its investors about its core operations. Booz Allen also utilizes and discusses Free Cash Flow in this release because management uses this measure for business planning purposes, measuring the cash generating ability of the operating business and measuring liquidity generally. Booz Allen presents these supplemental 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 non-GAAP measurements may vary from and may not be comparable to similarly titled measures by other companies in Booz Allen’s 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, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio are not recognized measurements under accounting principles generally accepted in the United States, or 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 attributable to common stockholders 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, net cash used in operating activities to Free Cash Flow and Free Cash Flow Conversion, and net debt to Net Leverage Ratio, (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 attributable to common stockholders or diluted EPS as measures of operating results, each as defined under GAAP, (iii) use Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio, in addition to, and not as an alternative to, net cash used in operating activities as a measure of liquidity, each as defined under GAAP, and (iv) use Net Leverage Ratio in addition to, and not as an alternative to, net debt as a measure of Booz Allen's debt leverage. Exhibit 4 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, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio to the most directly comparable financial measure calculated and presented in accordance with GAAP. With respect to our expectations under “Financial Outlook” above, a 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 2023. Projecting future stock price, equity grants and the 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. Accordingly, Booz Allen is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude the reconciliation. In addition, our expectations for Adjusted EBITDA and Adjusted EBITDA Margin on Revenue for fiscal 2023 is presented under "Financial Outlook" above and management may discuss its expectation for Adjusted EBITDA and Adjusted EBITDA Margin on Revenue for fiscal 2025 from time to time. A reconciliation of Adjusted EBITDA and 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 quantification of the amounts that would be required to reconcile such measures. Consequently, any attempt to disclose such reconciliation would imply a degree of precision that could be confusing or misleading to investors. Accordingly, Booz Allen is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude the reconciliation. 3
FORWARD LOOKING STATEMENTS Certain statements contained in this press release and in related comments by our management include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s preliminary financial results, financial outlook and guidance, including forecasted revenue, Diluted EPS, and Adjusted Diluted EPS, future quarterly dividends, and future improvements in operating margins, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include: • any issue that compromises our relationships with the U.S. government or damages our professional reputation, including negative publicity concerning government contractors in general or us in particular; • changes in U.S. government spending, including a continuation of efforts by the U.S. government to decrease spending for management support service contracts, and mission priorities that shift expenditures away from agencies or programs that we support or as a result of the U.S. administration transition; • efforts by Congress and other U.S. government bodies to reduce U.S. government spending and address budgetary constraints, and the U.S. deficit, as well as associated uncertainty around the timing, extent, nature, and effect of such efforts; • delayed long-term funding of our contracts due to uncertainty relating to funding of the U.S. government and a possible failure of Congressional efforts to craft a long-term agreement on the U.S. government’s ability to incur indebtedness in excess of its current limits, or changes in the pattern or timing of government funding and spending; • U.S. government shutdowns as a result of the failure by elected officials to fund the government; • failure to comply with numerous laws and regulations, including, but not limited to, the Federal Acquisition Regulation (FAR), the False Claims Act, the Defense Federal Acquisition Regulation Supplement and FAR Cost Accounting Standards and Cost Principles; • the effects of COVID-19, and other pandemics or widespread health epidemics, including disruptions to our workforce and the impact on government spending and demand for our solutions, as well as the impact of our Company policy requiring full COVID-19 vaccinations of all employees, except for employees who qualify for medical or religious exemptions; • our ability to compete effectively in the competitive bidding process and delays or losses of contract awards caused by competitors’ protests of major contract awards received by us; • variable purchasing patterns under U.S. government General Services Administration Multiple Award schedule contracts, or GSA, schedules, blanket purchase agreements and indefinite delivery/indefinite quantity, or IDIQ, contracts; • the loss of GSA schedules, or our position as prime contractor on government-wide acquisition contract vehicles, or GWACs; • changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time, and resources for our contracts; • changes in estimates used in recognizing revenue; • our ability to realize the full value of and replenish our backlog, generate revenue under certain of our contracts and the timing of our receipt of revenue under contracts included in backlog; • 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 operation of financial management systems; • an inability to attract, train, or retain employees with the requisite skills and experience; • an inability to timely hire, assimilate and effectively utilize our employees, ensure that employees obtain and maintain necessary security clearances and/or effectively manage our cost structure; • risks related to inflation that could impact the cost of doing business and/or reduce customer buying power; • the loss of members of senior 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 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; • failure to comply with special U.S. government laws and regulations relating to our international operations; • risks associated with increased competition, new relationships, clients, capabilities, and service offerings in our U.S. and international businesses; • risks related to changes to our operating structure, capabilities, or strategy intended to address client needs, grow our business or respond to market developments; • the adoption by the U.S. government of new laws, rules, and regulations, such as those relating to organizational conflicts of interest issues or limits; • risks related to pending, completed and future acquisitions and dispositions, including the ability to satisfy specified closing conditions for pending transactions, such as those related to receipt of regulatory approval or lack of regulatory intervention, and to realize the expected benefits from completed acquisitions and dispositions; • the size of our addressable markets and the amount of U.S. government spending on private contractors; • the incurrence of additional tax liabilities, including as a result of changes in tax laws or management judgments involving complex tax matters; • risks inherent in the government contracting environment; • continued efforts to change how the U.S. government reimburses compensation-related costs and other expenses or otherwise limits such reimbursements and an increased risk of compensation being deemed unreasonable and unallowable or payments being withheld as a result of U.S. government audit, review, or investigation; • 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; • risks related to our indebtedness and credit facilities which contain financial and operating covenants; • the impact of changes in accounting rules; and regulations, or interpretations thereof, that may affect the way we recognize and report our financial results, including changes in accounting rules governing recognition of revenue; and • the impact of ESG-related risks and climate change generally on our and our clients' businesses and operations. Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K filed with the SEC on May 20, 2022. 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. 4
Exhibit 1 Booz Allen Hamilton Holding Corporation Condensed Consolidated Statements of Operations (UNAUDITED) 5 Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands, except per share data) 2022 2021 2022 2021 Revenue $ 2,277,074 $ 2,030,520 $ 6,825,650 $ 6,125,624 Operating costs and expenses: Cost of revenue 1,043,474 929,568 3,175,897 2,840,044 Billable expenses 710,526 621,550 2,069,733 1,817,215 General and administrative expenses 422,388 262,614 969,064 826,606 Depreciation and amortization 42,046 39,576 121,200 104,923 Total operating costs and expenses 2,218,434 1,853,308 6,335,894 5,588,788 Operating income 58,640 177,212 489,756 536,836 Interest expense (32,031) (23,677) (85,028) (69,201) Other income, net 14,619 5,401 38,121 11,716 Income before income taxes 41,228 158,936 442,849 479,351 Income tax expense 10,539 30,090 103,286 103,569 Net income $ 30,689 $ 128,846 $ 339,563 $ 375,782 Net loss attributable to non-controlling interest 308 85 650 85 Net income attributable to common stockholders 30,997 128,931 340,213 375,867 Earnings per common share: Basic $ 0.23 $ 0.96 $ 2.55 $ 2.77 Diluted $ 0.23 $ 0.95 $ 2.54 $ 2.76 5
Exhibit 2 Booz Allen Hamilton Holding Corporation Condensed Consolidated Balance Sheets (Amounts in thousands, except share and per share data) December 31, 2022 March 31, 2022 (Unaudited) Assets Current assets: Cash and cash equivalents $ 370,939 $ 695,910 Accounts receivable, net 1,807,776 1,622,989 Prepaid expenses and other current assets 106,651 126,777 Total current assets 2,285,366 2,445,676 Property and equipment, net of accumulated depreciation 192,306 202,229 Operating lease right-of-use assets 191,040 227,231 Intangible assets, net of accumulated amortization 714,861 646,682 Goodwill 2,337,584 2,021,931 Deferred tax assets 343,939 32,328 Other long-term assets 280,633 449,498 Total assets $ 6,345,729 $ 6,025,575 Liabilities and stockholders' equity Current liabilities: Current portion of long-term debt $ 41,250 $ 68,379 Accounts payable and other accrued expenses 986,580 902,616 Accrued compensation and benefits 430,135 438,634 Operating lease liabilities 55,317 52,334 Other current liabilities 69,437 71,991 Total current liabilities 1,582,719 1,533,954 Long-term debt, net of current portion 2,780,461 2,731,693 Operating lease liabilities, net of current portion 199,439 247,070 Income tax reserves 425,603 79,176 Deferred tax liabilities — 239,602 Other long-term liabilities 151,828 147,359 Total liabilities 5,140,050 4,978,854 Stockholders’ equity: Common stock, Class A — $0.01 par value — authorized, 600,000,000 shares; issued, 165,262,848 shares at December 31, 2022 and 164,372,545 shares at March 31, 2022; outstanding, 132,355,835 shares at December 31, 2022 and 132,584,348 shares at March 31, 2022 1,653 1,646 Treasury stock, at cost — 32,907,013 shares at December 31, 2022 and 31,788,197 shares at March 31, 2022 (1,733,690) (1,635,454) Additional paid-in capital 733,022 656,222 Retained earnings 2,182,615 2,015,071 Accumulated other comprehensive loss 22,079 8,585 Total Booz Allen stockholders' equity 1,205,679 1,046,070 Non-controlling interest — 651 Total stockholders’ equity 1,205,679 1,046,721 Total liabilities and stockholders’ equity $ 6,345,729 $ 6,025,575 66
Exhibit 3 Booz Allen Hamilton Holding Corporation Condensed Consolidated Statements of Cash Flows (UNAUDITED) 7 Nine Months Ended December 31, (Amounts in thousands) 2022 2021 Cash flows from operating activities Net income $ 339,563 $ 375,782 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 121,200 104,923 Noncash lease expense 41,632 41,718 Stock-based compensation expense 50,992 45,187 Amortization of debt issuance costs 3,329 3,463 Loss on debt extinguishment 10,251 2,515 Gain on dispositions, and other (45,711) (3,564) Gain associated with equity method investment activities — (12,761) Changes in assets and liabilities: Accounts receivable, net (169,375) (150,156) Deferred income taxes and income taxes receivable / payable (206,065) 38,453 Prepaid expenses and other current and long-term assets 178,383 (19,953) Accrued compensation and benefits 2,815 (5,371) Accounts payable and other accrued expenses 79,550 88,529 Other current and long-term liabilities (40,890) (27,614) Net cash provided by operating activities 365,674 481,151 Cash flows from investing activities Purchases of property, equipment, and software (51,398) (51,608) Payments for business acquisitions, net of cash acquired (440,069) (780,213) Payments for cost method investments (2,000) (3,000) Proceeds from sale of businesses 53,409 — Other investing activities — (427) Net cash used in investing activities (440,058) (835,248) Cash flows from financing activities Proceeds from issuance of common stock 18,003 17,240 Stock option exercises 10,705 3,558 Repurchases of common stock (114,075) (315,148) Cash dividends paid (173,216) (151,664) Repayments on revolving credit facility, term loans, and Senior Notes (406,755) (95,162) Net proceeds from debt issuance 414,751 487,027 Proceeds from revolving credit facility — 60,000 Net cash (used in) provided by financing activities (250,587) 5,851 Net decrease in cash and cash equivalents (324,971) (348,246) Cash and cash equivalents––beginning of period 695,910 990,955 Cash and cash equivalents––end of period $ 370,939 $ 642,709 Supplemental disclosures of cash flow information Net cash paid during the period for: Interest $ 67,782 $ 34,185 Income taxes $ 123,214 $ 62,142 7
Exhibit 4 - Booz Allen Hamilton Holding Corporation Non-GAAP Financial Information (UNAUDITED) 8 Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except share and per share data) 2022 2021 2022 2021 Revenue, Excluding Billable Expenses Revenue $ 2,277,074 $ 2,030,520 $ 6,825,650 $ 6,125,624 Less: Billable expenses 710,526 621,550 2,069,733 1,817,215 Revenue, Excluding Billable Expenses $ 1,566,548 $ 1,408,970 $ 4,755,917 $ 4,308,409 Adjusted Operating Income Operating income $ 58,640 $ 177,212 $ 489,756 $ 536,836 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Significant acquisition amortization (c) 14,101 11,884 36,275 26,410 Legal matter reserve (d) 124,000 — 124,000 — Adjusted Operating Income $ 215,837 $ 194,442 $ 697,040 $ 651,409 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses Net income attributable to common stockholders $ 30,997 $ 128,931 $ 340,213 $ 375,867 Income tax expense 10,539 30,090 103,286 103,569 Interest and other, net (e) 17,412 18,276 46,907 57,485 Depreciation and amortization 42,046 39,576 121,200 104,923 EBITDA $ 100,994 $ 216,873 $ 611,606 $ 641,844 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Legal matter reserve (d) 124,000 — 124,000 — Adjusted EBITDA $ 244,090 $ 222,219 $ 782,615 $ 730,007 Net income margin attributable to common stockholders 1.4 % 6.3 % 5.0 % 6.1 % Adjusted EBITDA Margin on Revenue 10.7 % 10.9 % 11.5 % 11.9 % Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 15.6 % 15.8 % 16.5 % 16.9 % Adjusted Net Income Net income attributable to common stockholders $ 30,997 $ 128,931 $ 340,213 $ 375,867 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Significant acquisition amortization (c) 14,101 11,884 36,275 26,410 Legal matter reserve (d) 124,000 — 124,000 — Gain associated with equity method investment activity (f) — (7,095) — (12,761) Gains associated with divestitures or deconsolidation (g) (13,472) — (44,632) — Amortization and write-off of debt issuance costs and debt discount 780 821 5,780 2,524 Adjustments for tax effect (h) (33,020) (2,848) (37,518) (27,127) Adjusted Net Income $ 142,482 $ 137,039 $ 471,127 $ 453,076 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 132,759,877 134,262,250 132,831,569 135,314,226 Diluted earnings per share $ 0.23 $ 0.95 $ 2.54 $ 2.76 Adjusted Net Income Per Diluted Share (i) $ 1.07 $ 1.02 $ 3.55 $ 3.35 Free Cash Flow Net cash provided by operating activities $ 138,582 $ 21,405 $ 365,674 $ 481,151 Less: Purchases of property, equipment and software (21,664) (21,933) (51,398) (51,608) Free cash flow $ 116,918 $ (528) $ 314,276 $ 429,543 Operating cash flow conversion 447 % 17 % 107 % 128 % Free cash flow conversion 82 % — % 67 % 95 % 8 (a) Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees primarily associated with the acquisitions of Liberty IT Solutions, LLC (“Liberty”) and Tracepoint Holdings, LLC (“Tracepoint”) in fiscal 2022, and the acquisition of EverWatch Corp. (“EverWatch”) and the divestitures of our management consulting business serving the Middle East and North Africa (“MENA”) and our Managed Threat Services business ("MTS") in fiscal 2023. (b) Reflects expenses associated with debt financing activities incurred during the first quarter of fiscal 2022 and second quarter of fiscal 2023. (c) Amortization expense associated with acquired intangibles from significant acquisitions. Significant acquisitions include acquisitions which the Company considers to be beyond the scope of our normal operations. Significant acquisition amortization includes amortization expense associated with the acquisition of Liberty in the first quarter of fiscal 2022 and the acquisition of EverWatch in the third quarter of fiscal 2023. (d) Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 15, “Commitments and Contingencies,” to the condensed consolidated financial statements for further information. (e) Reflects the combination of Interest expense and Other income, net from the condensed consolidated statement of operations. (f) Represents a gain in the second quarter of fiscal 2022 associated with the Company's remeasurement of its previously held equity method investment in Tracepoint, and a gain in the third quarter of fiscal 2022 associated with the divestiture of a controlling financial interest in SnapAttack. (g) Represents the gain recognized on the divestitures of the Company's MENA business in the second quarter of fiscal 2023, its MTS business in the third quarter of fiscal 2023, and the gain on the deconsolidation of an artificial intelligence software platform business in the third quarter of fiscal 2023. (h) 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. The tax effect of certain discrete items is calculated specifically and may vary from the general 26% rate. (i) Excludes adjustments of approximately $0.5 million and $2.6 million of net earnings for the three and nine months ended December 31, 2022, respectively, and $0.9 million and $2.4 million of net earnings for the three and nine months ended December 31, 2021, respectively, associated with the application of the two-class method for computing diluted earnings per share.
Exhibit 4 - Booz Allen Hamilton Holding Corporation Non-GAAP Financial Information (Continued) (UNAUDITED) 9 Three Months Ended December 31, 2022 Three Months Ended September 30, 2022 Three Months Ended June 30, 2022 Three Months Ended March 31, 2022 (In thousands, except share and per share data) Net income attributable to common stockholders $ 30,997 $ 170,932 $ 138,284 $ 90,795 Income tax expense 10,539 51,258 41,489 33,897 Interest and other, net (a) 17,412 1,882 27,613 23,653 Depreciation and amortization 42,046 39,052 40,102 40,824 EBITDA $ 100,994 $ 263,124 $ 247,488 $ 189,169 Acquisition and divestiture costs (b) 19,096 15,932 5,093 11,670 Financing transaction costs (c) — 6,888 — — Legal matter reserve (d) 124,000 — — — Restructuring costs (e) — — — 4,164 Adjusted EBITDA $ 244,090 $ 285,944 $ 252,581 $ 205,003 Last 12 months Adjusted EBITDA $ 987,618 Total Debt $ 2,821,711 Less: Cash 370,939 Net Debt $ 2,450,772 Net Leverage Ratio (f) 2.5 Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Three Months Ended June 30, 2021 Three Months Ended March 31, 2021 (In thousands, except share and per share data) Net income attributable to common stockholders $ 128,931 $ 154,834 $ 92,102 $ 199,179 Income tax expense (benefit) 30,090 46,127 27,352 (48,937) Interest and other, net (a) 18,276 17,406 21,803 20,765 Depreciation and amortization 39,576 37,602 27,745 21,455 EBITDA $ 216,873 $ 255,969 $ 169,002 $ 192,462 Acquisition and divestiture costs (b) 5,346 13,680 66,789 411 Financing transaction costs (c) — — 2,348 — Adjusted EBITDA $ 222,219 $ 269,649 $ 238,139 $ 192,873 Last 12 months Adjusted EBITDA $ 922,880 Total Debt $ 2,816,271 Less: Cash 642,709 Net Debt $ 2,173,562 Net Leverage Ratio (f) 2.4 9 (a) Reflects the combination of Interest expense and Other income, net from the condensed consolidated statement of operations. (b) Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees primarily associated with the acquisitions of Liberty and Tracepoint in fiscal 2022, and the acquisition of EverWatch and the divestitures of our MENA business and MTS business in fiscal 2023. (c) Reflects expenses associated with debt financing activities incurred during the first quarter of fiscal 2022 and the second quarter of fiscal 2023. (d) Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 15, "Commitments and Contingencies," to the condensed consolidated financial statements for further information. (e) Reflects restructuring charges of $8.3 million incurred during the fourth quarter of fiscal 2022, net of approximately $4.2 million of revenue recognized on recoverable expenses, associated with severance costs of a restructuring plan to reduce certain executive administrative personnel costs. (f) "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months.
1 0 Exhibit 5 Booz Allen Hamilton Holding Corporation Operating Data (UNAUDITED) As of December 31, (Amounts in millions) 2022 2021 Backlog * Funded $ 4,544 $ 4,044 Unfunded 10,131 9,415 Priced Options 15,373 14,302 Total Backlog $ 30,048 $ 27,761 Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Book-to-Bill * 0.09 0.39 1.07 1.25 * Book-to-bill is calculated as net bookings, which represents the change in total backlog during the relevant fiscal period plus the relevant fiscal period revenue, divided by the relevant fiscal period revenue. As of December 31, 2022 2021 Headcount Total Headcount 31,130 29,453 Client Staff Headcount 28,269 26,294 Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Percentage of Total Revenue by Contract Type Cost-Reimbursable 53% 53% 53% 54% Time-and-Materials 25% 24% 25% 24% Fixed-Price 22% 23% 22% 22% 10 * Backlog presented includes backlog acquired from the Company's acquisition of EverWatch Corp. made during the three months ended December 31, 2022. Total backlog acquired from EverWatch Corp. was approximately $273 million as of December 31, 2022.
Fiscal Year 2023, Third Quarter January 27, 2023 EARNINGS CALL PRESENTATION
2 HORACIO ROZANSKI President and Chief Executive Officer MATT CALDERONE Chief Financial Officer NATHAN RUTLEDGE Director & Head of Investor Relations CALL PARTICIPANTS
3 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, Adjusted EBITDA, Diluted EPS, Adjusted Diluted EPS, future quarterly dividends, and future improvements in operating margins, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including those factors discussed in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, 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 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, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio, which are not recognized measurements under accounting principles generally accepted in the United States, or 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 attributable to common stockholders 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 used in operating activities to Free Cash Flow and Free Cash Flow Conversion, and net debt to Net Leverage Ratio 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 attributable to common stockholders or diluted EPS as measures of operating results, each as defined under GAAP, (iii) use Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio, in addition to, and not as an alternative to, net cash used in operating activities as a measure of liquidity, each as defined under GAAP, and (iv) use Net Leverage Ratio in addition to, and not as an alternative to, net debt as a measure of Booz Allen's debt leverage. The 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, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio 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 “Financial Outlook”, "Fiscal Year 2023 Operating Cash Bridge" and "Fiscal Year 2023 ADEPS Bridge," reconciliation of Adjusted Diluted EPS guidance, Adjusted EBITDA, and Adjusted EBITDA Margin on Revenue 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 with respect to Adjusted Diluted EPS, and our net income, net interest and other expenses with respect to Adjusted EBITDA and Adjusted EBITDA Margin on Revenue, during the course of fiscal 2023. With respect to Adjusted Diluted EPS guidance, 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 and Adjusted EBITDA Margin on Revenue guidance for fiscal 2023 and 2025 and of Adjusted EBITDA guidance through fiscal 2025 to the closest corresponding GAAP measures are 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. Accordingly, Booz Allen is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.
4 KEY FINANCIAL RESULTS THIRD QUARTER FISCAL YEAR 2023 RESULTS (1) Comparisons are to prior fiscal year period. (2) Reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin on Revenue can be found on Slide 14. Net Income attributable to common stockholders was $31.0 million and $340.2 million for the three and nine months ended December 31, 2022. Net income margin attributable to common stockholders was 1.4% and 5.0% for the three and nine months ended December 31, 2022. THIRD QUARTER (1) FISCAL YEAR-TO-DATE (12/31/22) (1) Revenue $2.3 billion +12.1% $6.8 billion +11.4% Revenue, Excluding Billable Expenses $1.6 billion +11.2% $4.8 billion +10.4% Net Income $31 million (76.2)% $340 million (9.6)% Adjusted EBITDA2 $244 million +9.8% $783 million +7.2% Adjusted EBITDA Margin on Revenue2 10.7% (1.8)% 11.5% (3.4)% Adjusted Net Income $142 million +4.0% $471 million +4.0% Diluted EPS $0.23 (75.8)% $2.54 (8.0)% Adjusted Diluted EPS $1.07 +4.9% $3.55 +6.0% Net Cash Provided by Operating Activities $139 million +547.4% $366 million (24.0)%
5
6 KEY FINANCIAL RESULTS THIRD QUARTER FISCAL YEAR 2023 RESULTS (1) Comparisons are to prior fiscal year period. (2) Reconciliations of Adjusted EBITDA and Adjusted EBITDA margin on Revenue can be found on Slide 14. Net Income attributable to common stockholders was $31.0 million and $340.2 million for the three and nine months ended December 31, 2022. Net income margin attributable to common stockholders was 1.4% and 5.0% for the three and nine months ended December 31, 2022. THIRD QUARTER (1) FISCAL YEAR-TO-DATE (12/31/22) (1) Revenue $2.3 billion +12.1% $6.8 billion +11.4% Revenue, Excluding Billable Expenses $1.6 billion +11.2% $4.8 billion +10.4% Net Income $31 million (76.2)% $340 million (9.6)% Adjusted EBITDA2 $244 million +9.8% $783 million +7.2% Adjusted EBITDA Margin on Revenue2 10.7% (1.8)% 11.5% (3.4)% Adjusted Net Income $142 million +4.0% $471 million +4.0% Diluted EPS $0.23 (75.8)% $2.54 (8.0)% Adjusted Diluted EPS $1.07 +4.9% $3.55 +6.0% Net Cash Provided by Operating Activities $139 million +547.4% $366 million (24.0)% Page 4 intentionally repeated
7 $22.0 HISTORICAL BACKLOG & BOOK-TO-BILL (1) For more information on the components of backlog, and the differences between backlog and remaining performance obligations, please see the Company's Form 10-K for the fiscal year ended March 31, 2022; totals may not sum due to rounding. (2) Backlog presented includes backlog acquired in the Company's acquisition of EverWatch during the three months ended December 31, 2022. Backlog presented includes approximately $273 million from EverWatch as of December 31, 2022. BACKLOG ($ IN BILLIONS) (1)(2) BOOK-TO-BILL TRENDS $20.7 $23.0 $24.6 $23.3 $24.0 $26.8 $29.0 $27.8 $29.2 $28.6 $31.8 $30.0 $3.4 $3.4 $4.5 $3.6 $3.5 $3.5 $4.9 $4.0 $3.7 $4.0 $5.5 $4.5 $4.5 $4.7 $6.2 $6.0 $6.1 $9.0 $9.5 $9.4 $9.9 $10.0 $10.4 $10.1 $12.8 $14.8 $13.9 $13.7 $14.4 $14.3 $14.6 $14.3 $15.6 $14.6 $16.0 $15.4 Funded Unfunded Priced Options 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 0.38x 2.17x 1.77x 0.32x 1.38x 1.30x 2.03x 0.39x 1.66x 0.72x 2.40x 0.09x Quarterly Book-to-Bill LTM Book-to-Bill 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 0.0x 1.0x 2.0x 3.0x 4.0x
8 CAPITAL ALLOCATION DELIVERING STRONG CAPITAL RETURNS THROUGH EFFICIENT CAPITAL DEPLOYMENT STRATEGY – Our multi-year capital deployment plan is to follow a disciplined and opportunistic approach, subject to market conditions – In Q3 FY2023, we deployed approximately $510.2 million: – $57.3 million through quarterly dividends; – $10.8 million through share repurchases; and – $442.1 million through our acquisition of EverWatch. – The Board authorized a dividend of $0.47 per share payable on March 1, 2023 to stockholders of record on February 10, 2023 – Share repurchase authorization capacity is $965.2 million available as of December 31, 2022 – Our capital allocation priorities remain: operating needs, quarterly dividend, strategic M&A, share repurchases, and debt repayment HISTORICAL CAPITAL DEPLOYMENT ($ IN MILLIONS)(1)QUARTERLY CAPITAL DEPLOYMENT ($ IN MILLIONS)(1) $138.8 $180.9 $116.5 $86.9 $510.2 $49.8 $57.4 $58.9 $57.0 $57.3 $82.8 $119.6 $57.6 $29.9 $10.8 $6.2 $4.0 $— $— $442.1 Quarterly Dividends Share Repurchases M&A 3Q22 4Q22 1Q23 2Q23 3Q23 $364.2 $333.2 $571.3 $1,493.9 $894.5 $114.2 $146.6 $181.1 $209.1 $230.6 $250.0 $186.6 $318.1 $419.3 $217.8 $72.2 $865.5 $446.1 Quarterly Dividends Share Repurchases M&A FY19 FY20 FY21 FY22 LTM (3)(4) (1) Totals may not sum due to rounding. (2) Includes share repurchases transacted but not settled and paid. (3) Represents payments for strategic investments, net of cash acquired. (4) Total amount of capital deployed for fiscal 2022 does not include ~$2 million in applicable fees related to our acquisition of Tracepoint. (2) (3)(4) (2)
9 FINANCIAL OUTLOOK RAISING FULL YEAR FISCAL 2023 GUIDANCE1 OPERATING PERFORMANCE Updated Fiscal 2023 Guidance Prior Fiscal 2023 Guidance Total Revenue Growth2 9.5% – 10.5% 8.0 – 10.0% Adjusted EBITDA $995 – $1,015 million $975 – $1,015 million Adjusted EBITDA Margin on Revenue High 10%-to-Low 11% High 10%-to-Low 11% Adjusted Diluted EPS3 $4.35 – $4.50 $4.25 – $4.50 Net Cash Provided by Operating Activities4 $875 – $950 million $875 – $950 million (1) Reconciliations omitted in reliance on Item 10(e)(1)(i)(B) of Regulation S-K. See "Disclaimer". (2) Updated Fiscal 2023 Guidance includes approximately 2% of the targeted growth in revenue includes Liberty, Tracepoint and EverWatch, partially offset by the MENA and MTS divestitures. (3) Updated Fiscal 2023 Guidance assumes an effective tax rate of 23–25%; average diluted shares outstanding of 131–133 million, and interest expense of $117-122 million. (4) Excludes approximately $315 million of net cash taxes we expect to pay in fiscal 2023, as detailed on Slide 10.
10 FISCAL YEAR 2023 OPERATING CASH BRIDGE (1) Totals may not sum due to rounding. (2) Adding back fiscal year 2022 cash tax payments to show an equal comparison to fiscal year 2023 Operating Cash Flow before cash tax payments. (3) Reflects the expected impact of the midpoints of fiscal 2023 Adjusted EBITDA range of $995-1,015 million, interest expense range of $117-122 million, and effective tax rate range of 23-25 percent. (4) Guidance reflects (i) cash taxes associated with tax law changes and strategic planning of $175 million, offset by (ii) a partial tax refund of $175 million received in October 2022 associated with prior strategic tax planning initiatives. (5) Reflects the Company's refined estimate of cash to be paid in fiscal 2023 based upon current tax obligations relating to research and development expenditures. Operating Cash Bridge FY22 to FY23 Current Guidance1 Original Guidance1 FY22 Operating Cash $737 million $737 million FY22 Net Cash Paid for Income Taxes2 $(127) million $(127) million Adjusted EBITDA Growth3 ~$60 – $80 million ~$40 – $80 million Interest Expense3 ~$(26) million ~$(25) million Net Changes in Working Capital ~$(23) – $33 million ~$(4) – $31 million FY23 Operating Cash Excluding Net Cash to be Paid for Income Taxes $875 - $950 million $875 - $950 million Effective Tax Rate3 ~$(175) million ~$(175) million Tax Law Changes & Strategic Planning4 $— $— Section 1745 ~$(140) million ~$(140) million FY23 Operating Cash $560 - $635 million $560 - $635 million
11 FISCAL YEAR 2023 ADEPS BRIDGE ADEPS BRIDGE FROM FY22 TO FY23 Updated Guidance1 Original Guidance1 FY22 ADEPS $4.21 $4.21 Revenue Growth ~$0.51 – $0.56 ~$0.43 – $0.53 Adjusted EBITDA Margin ~$(0.15) – $(0.05) ~$(0.19) – $(0.05) FY23 Operational ADEPS $4.57 – $4.72 $4.45 – $4.70 Depreciation and Amortization2 ~$(0.03) ~$(0.03) Interest Expense3 ~$(0.15) ~$(0.14) Income Tax Expense4 ~$(0.06) ~$(0.06) Other Below-the-Line Items5 ~$0.02 ~$0.04 FY23 ADEPS $4.35 – $4.50 $4.25 – $4.50 (1) Totals may not sum due to rounding. (2) Reflects the incremental increase in depreciation and amortization related to investments in infrastructure and technology. (3) Reflects the midpoint of the fiscal 2023 estimated interest expense range as compared to fiscal 2022 results. (4) Reflects the midpoint of the fiscal 2023 estimated effective tax rate range as compared to fiscal 2022 results. (5) Reflects the estimated interest income and lower average diluted shares outstanding from fiscal 2022 to fiscal 2023.
12 APPENDIX
13 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 client 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 acquisition and divestiture costs, financing transaction costs, significant acquisition amortization, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to the Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022. 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 attributable to common stockholders before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including acquisition and divestiture costs, financing transaction costs, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to the Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022. “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. We prepare Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 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 Net Income" represents net income attributable to common stockholders before: (i) acquisition and divestiture costs, (ii) financing transaction costs, (iii) significant acquisition amortization, (iv) the reserve associated with the U.S. Department of Justice investigation disclosed in Note 15 to the Condensed Consolidated Financial Statements in the Company's Form 10-Q for the period ended December 31, 2022, (v) gain associated with equity method investment activity, (vi) gain associated with divestitures or deconsolidation, and (vii) amortization and write-off of debt issuance costs and debt discount, 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 Adjusted Net Income 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 our consolidated financial statements in our Form 10-K for the fiscal year ended March 31, 2022. • "Free Cash Flow" represents the net cash generated from operating activities less the impact of purchases of property, equipment and software. "Free Cash Flow Conversion" is calculated as Free Cash Flow divided by Adjusted Net Income. • "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months.
14 NON-GAAP FINANCIAL INFORMATION (Unaudited) Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except share and per share data) 2022 2021 2022 2021 Revenue, Excluding Billable Expenses Revenue $ 2,277,074 $ 2,030,520 $ 6,825,650 $ 6,125,624 Less: Billable expenses 710,526 621,550 2,069,733 1,817,215 Revenue, Excluding Billable Expenses $ 1,566,548 $ 1,408,970 $ 4,755,917 $ 4,308,409 Adjusted Operating Income Operating income $ 58,640 $ 177,212 $ 489,756 $ 536,836 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Significant acquisition amortization (c) 14,101 11,884 36,275 26,410 Legal matter reserve (d) 124,000 — 124,000 — Adjusted Operating Income $ 215,837 $ 194,442 $ 697,040 $ 651,409 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses Net income attributable to common stockholders 30,997 128,931 $ 340,213 $ 375,867 Income tax expense 10,539 30,090 103,286 103,569 Interest and other, net (e) 17,412 18,276 46,907 57,485 Depreciation and amortization 42,046 39,576 121,200 104,923 EBITDA 100,994 216,873 611,606 641,844 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Legal matter reserve (d) 124,000 — 124,000 — Adjusted EBITDA $ 244,090 $ 222,219 $ 782,615 $ 730,007 Net income margin attributable to common stockholders 1.4 % 6.3 % 5.0 % 6.1 % Adjusted EBITDA Margin on Revenue 10.7 % 10.9 % 11.5 % 11.9 % Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 15.6 % 15.8 % 16.5 % 16.9 % Adjusted Net Income Net income attributable to common stockholders $ 30,997 $ 128,931 $ 340,213 $ 375,867 Acquisition and divestiture costs (a) 19,096 5,346 40,121 85,815 Financing transaction costs (b) — — 6,888 2,348 Significant acquisition amortization (c) 14,101 11,884 36,275 26,410 Legal matter reserve (d) 124,000 — 124,000 — Gain associated with equity method investment activity (f) — (7,095) — (12,761) Gains associated with divestitures or deconsolidation (g) (13,472) — (44,632) — Amortization and write-off of debt issuance costs and debt discount 780 821 5,780 2,524 Adjustments for tax effect (h) (33,020) (2,848) (37,518) (27,127) Adjusted Net Income $ 142,482 $ 137,039 $ 471,127 $ 453,076 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 132,759,877 134,262,250 132,831,569 135,314,226 Diluted earnings per share $ 0.23 $ 0.95 $ 2.54 $ 2.76 Adjusted Net Income Per Diluted Share (i) $ 1.07 $ 1.02 $ 3.55 $ 3.35 Free Cash Flow Net cash provided by operating activities $ 138,582 $ 21,405 $ 365,674 $ 481,151 Less: Purchases of property, equipment and software (21,664) (21,933) (51,398) (51,608) Free cash flow $ 116,918 $ (528) $ 314,276 $ 429,543 Operating cash flow conversion 447 % 17 % 107 % 128 % Free cash flow conversion 82 % — % 67 % 95 % 14
15 NON-GAAP FINANCIAL INFORMATION (Unaudited) 15 (a) Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees primarily associated with the acquisitions of Liberty IT Solutions, LLC (“Liberty”) and Tracepoint Holdings, LLC (“Tracepoint”) in fiscal 2022, and the acquisition of EverWatch Corp. (“EverWatch”) and the divestitures of our management consulting business serving the Middle East and North Africa (“MENA”) and our Managed Threat Services business ("MTS") in fiscal 2023. (b) Reflects expenses associated with debt financing activities incurred during the first quarter of fiscal 2022 and second quarter of fiscal 2023. (c) Amortization expense associated with acquired intangibles from significant acquisitions. Significant acquisitions include acquisitions which the Company considers to be beyond the scope of our normal operations. Significant acquisition amortization includes amortization expense associated with the acquisition of Liberty in the first quarter of fiscal 2022 and the acquisition of EverWatch in the third quarter of fiscal 2023. (d) Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 15, “Commitments and Contingencies,” to the condensed consolidated financial statements for further information. (e) Reflects the combination of Interest expense and Other income, net from the condensed consolidated statement of operations. (f) Represents a gain in the second quarter of fiscal 2022 associated with the Company's remeasurement of its previously held equity method investment in Tracepoint, and a gain in the third quarter of fiscal 2022 associated with the divestiture of a controlling financial interest in SnapAttack. (g) Represents the gain recognized on the divestitures of the Company's MENA business in the second quarter of fiscal 2023, its MTS business in the third quarter of fiscal 2023, and the gain on the deconsolidation of an artificial intelligence software platform business in the third quarter of fiscal 2023. (h) 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. The tax effect of certain discrete items is calculated specifically and may vary from the general 26% rate. (i) Excludes adjustments of approximately $0.5 million and $2.6 million of net earnings for the three and nine months ended December 31, 2022, respectively, and $0.9 million and $2.4 million of net earnings for the three and nine months ended December 31, 2021, respectively, associated with the application of the two-class method for computing diluted earnings per share.
16 NON-GAAP FINANCIAL INFORMATION (Unaudited) (In thousands, except share and per share data) Three Months Ended December 31, 2022 Three Months Ended September 30, 2022 Three Months Ended June 30, 2022 Three Months Ended March 31, 2022 Net income attributable to common stockholders $ 30,997 $ 170,932 $ 138,284 $ 90,795 Income tax expense 10,539 51,258 41,489 33,897 Interest and other, net (a) 17,412 1,882 27,613 23,653 Depreciation and amortization 42,046 39,052 40,102 40,824 EBITDA $ 100,994 $ 263,124 $ 247,488 $ 189,169 Acquisition and divestiture costs (b) 19,096 15,932 5,093 11,670 Financing transaction costs (c) — 6,888 — — Legal matter reserve (d) 124,000 — — — Restructuring costs (e) — — — 4,164 Adjusted EBITDA $ 244,090 $ 285,944 $ 252,581 $ 205,003 Last 12 months Adjusted EBITDA $ 987,618 Total Debt $ 2,821,711 Less: Cash 370,939 Net Debt $ 2,450,772 Net Leverage Ratio (f) 2.5 Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Three Months Ended June 30, 2021 Three Months Ended March 31, 2021 Net income attributable to common stockholders $ 128,931 $ 154,834 $ 92,102 $ 199,179 Income tax expense (benefit) 30,090 46,127 27,352 (48,937) Interest and other, net (a) 18,276 17,406 21,803 20,765 Depreciation and amortization 39,576 37,602 27,745 21,455 EBITDA $ 216,873 $ 255,969 $ 169,002 $ 192,462 Acquisition and divestiture costs (b) 5,346 13,680 66,789 411 Financing transaction costs (c) — — 2,348 — Adjusted EBITDA $ 222,219 $ 269,649 $ 238,139 $ 192,873 Last 12 months Adjusted EBITDA $ 922,880 Total Debt $ 2,816,271 Less: Cash 642,709 Net Debt $ 2,173,562 Net Leverage Ratio (f) 2.4 16 (a) Reflects the combination of Interest expense and Other income, net from the condensed consolidated statement of operations. (b) Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees primarily associated with the acquisitions of Liberty and Tracepoint in fiscal 2022, and the acquisition of EverWatch and the divestitures of our MENA business and MTS business in fiscal 2023. (c) Reflects expenses associated with debt financing activities incurred during the first quarter of fiscal 2022 and the second quarter of fiscal 2023. (d) Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 15, "Commitments and Contingencies," to the condensed consolidated financial statements for further information. (e) Reflects restructuring charges of $8.3 million incurred during the fourth quarter of fiscal 2022, net of approximately $4.2 million of revenue recognized on recoverable expenses, associated with severance costs of a restructuring plan to reduce certain executive administrative personnel costs. (f) "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months.
17 FINANCIAL RESULTS – KEY DRIVERS Third Quarter Fiscal 2023 – Below is a summary of the key factors driving results for the fiscal 2023 third quarter ended December 31, 2022 as compared to the prior year period: • Revenue increased 12.1% to $2.3 billion and Revenue, Excluding Billable Expenses increased 11.2% to $1.6 billion. Revenue growth was primarily driven by a combination of headcount growth, salary increases, and strong demand for our solutions, as well as higher staff utilization as compared to the prior year period. The increase in revenue also includes approximately $28.6 million of contributions related to the Company's acquisition of EverWatch in the third quarter of fiscal 2023. • Operating income decreased 66.9% to $58.6 million and Adjusted Operating Income increased 11.0% to $215.8 million. Operating income was negatively impacted by a $124.0 million reserve associated with the U.S. Department of Justice's investigation of the Company recorded in the third quarter of fiscal 2023, as well as less favorable contract mix, higher unallowable spending, higher billable expense mix and inflationary pressures, partially offset by strong contract-level performance. The increase in Adjusted Operating Income was driven by the same factors impacting Operating Income with the exception of the aforementioned legal matter reserve, which did not impact Adjusted Operating Income. • Net income decreased 76.2% to $30.7 million, and net income attributable to common stockholders decreased 76.0% to $31.0 million. These changes were primarily driven by the same factors as operating income, as well as higher interest expense, partially offset by a net gain of $8.9 million from the de-consolidation of an artificial intelligence software platform business, and a $4.6 million pre-tax gain associated with the divestiture of the Company's Managed Threat Services business. Adjusted Net income increased 4.0% to $142.5 million. The change in Adjusted Net Income was primarily driven by the same factors as Adjusted Operating Income, as well as higher income tax expense. • EBITDA decreased 53.4% to $101.0 million and Adjusted EBITDA increased 9.8% to $244.1 million.These changes were due to the same factors as operating income and Adjusted Operating Income, respectively. • Diluted EPS decreased to $0.23 from $0.95 and Adjusted Diluted EPS increased to $1.07 from $1.02. The changes were primarily driven by the same factors as Net Income and Adjusted Net Income, respectively, as well as a lower share count in the second quarter of fiscal 2023. • Net cash provided by operating activities was $138.6 million for the quarter ended December 31, 2022, as compared to $21.4 million in the prior year period. Free Cash Flow was $116.9 million for the three months ended December 31, 2022, as compared to $(0.5) million in the prior year period. The increase in net cash provided by operating activities was primarily driven by collections from revenue growth and a net benefit from cash taxes paid during the quarter, partially offset by acquisition and divestiture related costs paid during the third quarter of fiscal 2023.