Booz Allen Hamilton Announces Second Quarter Fiscal 2013 Results

  Booz Allen Hamilton Announces Second Quarter Fiscal 2013 Results

        Second quarter revenue decreased 2.9 percent, to $1.39 billion

           Adjusted EBITDA increased 8.2 percent, to $123.8 million

  Adjusted Diluted Earnings per Share increased by 8.3 percent, to $0.39 per
                                    share

       Quarterly cash dividend declared – payable on November 30, 2012

Business Wire

MCLEAN, Va. -- October 31, 2012

Booz Allen Hamilton Holding Corporation (NYSE:BAH), the parent company of
management and technology consulting firm Booz Allen Hamilton Inc., today
announced preliminary results for the second quarter of fiscal 2013 with solid
earnings growth after adjustments for non-recurring items over the prior year
period. Booz Allen also reported total backlog of $12.45 billion as of
September 30, 2012. Booz Allen’s fiscal year runs from April 1 to March 31,
with the second quarter of fiscal 2013 ending September 30, 2012.

Revenue in the second quarter of fiscal 2013 was $1.39 billion, compared with
$1.43 billion in the prior year period, a decrease of 2.9 percent. The decline
in revenue, which was consistent with the Company’s forecast, was primarily
due to a reduction in billable expenses and a lower ratio of indirect costs to
direct labor compared with the prior year period. Reductions in billable
expenses and indirect costs have a direct correlation to the amount of revenue
recognized on cost reimbursable contracts.

In the second quarter of fiscal 2013, net income decreased to $46.1 million
from $75.3 million in the prior year period, and Adjusted Net Income increased
to $55.7 million from $50.6 million in the prior year period. Diluted earnings
per share (EPS) was $0.27 for the second quarter of fiscal 2013, compared with
$0.53 in the prior year quarter; Adjusted Diluted Earnings per Share was $0.39
for the current quarter, compared with $0.36 in the prior year period.
Earnings in the prior year period at both the aggregate and per-share level
reflected a substantial increase attributable to the release of a significant
income tax reserve and the realization of a gain from the sale of Booz Allen’s
state and local transportation business in the quarter ending September 30,
2011. Additionally, the current year’s quarter includes one-time charges
associated with the July 2012 refinancing transaction. Adjusted Net Income,
Adjusted EBITDA, and Adjusted Diluted Earnings per Share remove these one-time
and unusual items and therefore Booz Allen believes these metrics are useful
tools for investors in evaluating its financial results.

The Company authorized and declared a regular quarterly cash dividend of $0.09
per share, payable on November 30, 2012, to stockholders of record on November
13, 2012.

Ralph W. Shrader, Booz Allen’s Chairman, Chief Executive Officer, and
President, said, “We grew adjusted earnings and margins and generated
significant cash flow this quarter, and we have delivered an impressive 68
percent total return to shareholders for the 12 months ending September 30,
2012. Our backlog is over $12 billion as of September 30, 2012, with a
book-to-bill ratio of 2.6, demonstrating strong demand from our clients for
our services, despite the generally challenging market conditions for
government contractors. Our wins in the important end-of-government-fiscal
year period spanned all major markets – civil, defense, and intelligence – and
we continue to add new contracts from financial institutions and healthcare
and energy companies in the commercial arena.

“Booz Allen is leaning forward and excited about the future. We have the free
cash flow and resources to invest in growth areas of our business and
selectively pursue strategically-attractive acquisitions, such as our recently
announced definitive agreement to purchase the Defense Systems Engineering and
Support division of ARINC to be paid with available cash on hand,” Dr. Shrader
said. “This acquisition will add to our engineering capabilities and brings us
scale and specialized expertise in C4ISR, prototyping, specialized software
development, and analytics – all areas where we see growth potential and
client demand, and that complement our existing capabilities.

“We will continue to guide our business on a steady course – managing with
agility and precision, delivering excellent quality to our clients,
aggressively going after our recompetes, and pursuing strategically-important
new work. At the same time, we will build on our proven track record of strong
cash generation and capital deployment, and effective management of our
balance sheet to deliver high value to our shareholders,” Dr. Shrader said.

Financial Review

Second Quarter Fiscal 2013 – Below is a summary of Booz Allen’s results for
the fiscal 2013 second quarter and the key factors driving those results:

  *Booz Allen’s 2.9 percent decrease in revenue in the second quarter of
    fiscal 2013 compared with the prior year period was primarily due to a
    decrease in the percentage of revenue attributable to billable expenses
    and a lower ratio of indirect costs to direct labor compared with the
    prior year period. The lower indirect costs are due to the cost
    restructuring in January 2012 and a continued emphasis on cost management
    in the business, which has a direct correlation to a reduction in revenue
    recognized on cost reimbursable contracts.
  *In the second quarter of fiscal 2013, operating income increased to $102.0
    million from $93.7 million in the prior year period, and Adjusted
    Operating Income increased to $109.3 million from $100.0 million in the
    prior year period. The improvement in Adjusted Operating Income was driven
    by more effective deployment of Booz Allen’s consulting staff and
    disciplined management of the Company’s costs.
  *In the second quarter of fiscal 2013, net income decreased to $46.1
    million from $75.3 million in the prior year period, and Adjusted Net
    Income increased to $55.7 million from $50.6 million in the prior year
    period. Adjusted EBITDA increased 8.2 percent to $123.8 million in the
    second quarter of fiscal 2013, compared with $114.5 million in the prior
    year period. In the second quarter of fiscal 2013, diluted EPS decreased
    to $0.27 from $0.53 in the prior year period; Adjusted Diluted EPS
    increased to $0.39 from $0.36 in the prior year period. These metrics were
    driven by the same factors as Adjusted Operating Income as well as by an
    increase in income taxes, interest and other expenses for the quarter
    ended September 30, 2012.
  *As previously noted, earnings in the prior year period reflected a
    substantial increase attributable to the release of a significant income
    tax reserve and the realization of a gain from the sale of Booz Allen’s
    state and local transportation business in the quarter ending September
    30, 2011. In the current quarter ended September 30, 2012, the Company
    incurred one-time costs associated with the July 2012 refinancing
    transaction. Adjusted Net Income, Adjusted EBITDA, and Adjusted Diluted
    Earnings per Share remove these one-time and unusual items.

Funded backlog as of September 30, 2012 was $3.52 billion, compared with $3.44
billion as of September 30, 2011. Booz Allen’s total backlog, as of September
30, 2012, was $12.45 billion, compared with an all-time high of $12.86 billion
as of September 30, 2011. The seasonally strong total backlog and increased
funded backlog in the second quarter of fiscal 2013 are important indicators
of resilience in the Company’s business given the continuing uncertainty faced
by its clients.

First Half Fiscal 2013 – Booz Allen’s cumulative performance for the first and
second quarters of fiscal 2013, driven by the same factors discussed above,
has resulted in:

  *Revenue of $2.82 billion for the six months ended September 30, 2012,
    compared with $2.88 billion for the prior year period, a decrease of 1.9
    percent;
  *Net income for the first half of fiscal 2013 of $108.1 million, compared
    with $126.5 million for the first half of fiscal 2012;
  *Adjusted Net Income for the first half of fiscal 2013 of $121.7 million
    compared with $108.6 million in the prior year period;
  *Adjusted EBITDA for the first half of fiscal 2013 of $259.5 million
    compared with $237.4 million in the first half of fiscal 2012; and
  *Diluted EPS for the first half of fiscal 2013 of $0.69 and Adjusted
    Diluted EPS of $0.85, compared with $0.90 and $0.77 per share,
    respectively, for the first half of fiscal 2012.

Net cash provided by operating activities for the first half of fiscal 2013
was $389.7 million compared with $177.1 million in the prior year period. Free
cash flow was $375.4 million, compared with $133.5 million in the prior year
period. Booz Allen’s cash flow benefitted from exceptionally strong cash
collections, as evidenced by Days Sales Outstanding of 57 days for the most
recent quarter, compared with 68 days for the prior year quarter.

Acquisition of ARINC’s Defense Systems Engineering and Support Division (DSES)

On October 16, 2012, Booz Allen announced that it had entered into a
definitive agreement to acquire the DSES division of ARINC Incorporated for
$154 million from available cash on hand. Approximately 1,000 employees from
various locations of ARINC Incorporated, many of which align with Booz Allen’s
existing locations, are expected to join Booz Allen as a result of the
acquisition. The transaction is expected to close later this year, subject to
customary closing conditions, including the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.

Assuming a November 30, 2012 closing, DSES is expected to add approximately
$110 million - $120 million in revenue during Booz Allen’s fiscal 2013. While
accretion to earnings in the current fiscal year will be mostly offset by
transaction and integration expenses, Booz Allen expects the transaction, once
completed, to be accretive to its earnings in fiscal 2014, which begins April
1, 2013.

Financial Outlook

Based on a continuation of current macro-economic trends and no sequestration,
we expect revenue growth to remain flat for the second half of Booz Allen’s
fiscal 2013. At the bottom line, we are reaffirming our previous guidance and
are forecasting diluted EPS to be in the range of $1.40 to $1.50, and Adjusted
Diluted EPS on the order of $1.60 to $1.70 per share. Our guidance, both at
the top and bottom line, is inclusive of DSES.

These EPS estimates are based on fiscal year 2013 estimated average diluted
shares outstanding of approximately 144.5 million shares.

Conference Call Information

Booz Allen will host a conference call at 8 a.m. EDT on Wednesday, October 31,
2012, to discuss the financial results for its Second Quarter of Fiscal Year
2013 (ending September 30, 2012). Analysts and institutional investors may
participate on the call by dialing 866-272-9941 (international 617-213-8895)
and entering passcode 57851269. The conference call will be webcast
simultaneously to the public through a link on the investor relations section
of the Booz Allen Hamilton web site at www.boozallen.com. A replay of the
conference call will be available online at www.boozallen.com beginning at 10
a.m. EDT on October 31, 2012, and continuing through November 30, 2012. The
replay will also be available by telephone at 888-286-8010 (international
617-801-6888) with the passcode 81784725.

About Booz Allen Hamilton

Booz Allen Hamilton is a leading provider of management and technology
consulting services to the U.S. government in defense, intelligence, and civil
markets, and to major corporations, institutions, and not-for-profit
organizations. Booz Allen is headquartered in McLean, Virginia, employs
approximately 24,000 people, and had revenue of $5.86 billion for the 12
months ended March 31, 2012.

Non-GAAP Financial Information

“Adjusted Operating Income” represents Operating Income before (i) certain
stock option-based and other equity-based compensation expenses, (ii)
adjustments related to the amortization of intangible assets, and (iii) any
extraordinary, unusual, or non-recurring items. 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 before income taxes, net interest and
other expense and depreciation and amortization and before certain other
items, including: (i) certain stock option-based and other equity-based
compensation expenses, (ii) transaction costs, fees, losses, and expenses,
including fees associated with debt prepayments, and (iii) any extraordinary,
unusual or non-recurring items. Booz Allen prepares Adjusted EBITDA 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) certain stock
option-based and other equity-based compensation expenses, (ii) transaction
costs, fees, losses, and expenses, including fees associated with debt
prepayments, (iii) adjustments related to the amortization of intangible
assets, (iv) amortization or write-off of debt issuance costs and write-off of
original issue discount and (v) any extraordinary, unusual or non-recurring
items, in each case net of the tax effect calculated using an assumed
effective tax rate. Booz Allen prepares Adjusted Net Income to eliminate the
impact of items, net of taxes, it does not consider indicative of ongoing
operating performance due to their inherent unusual, extraordinary or
non-recurring nature or because they result from an event of a similar nature.

“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net
Income as opposed to Net Income. Additionally, Adjusted Diluted EPS does not
contemplate any adjustments to net income as required under the two-class
method of calculating EPS as required in accordance with GAAP.

“Free Cash Flow” represents the net cash generated from operating activities
less the impact of purchases of property and equipment.

Booz Allen utilizes and discusses in this release Adjusted Operating Income,
Adjusted EBITDA, 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 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 supplemental performance 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. 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 supplemental
performance measurements may vary from and may not be comparable to similarly
titled measures by other companies in Booz Allen’s industry. Adjusted
Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS,
and Free Cash Flow are not recognized measurements under GAAP and when
analyzing Booz Allen’s performance or liquidity, as applicable, investors
should (i) evaluate each adjustment in our reconciliation of Operating and Net
Income to Adjusted Operating Income, Adjusted EBITDA and Adjusted Net Income,
and cash flows to Free Cash Flows and the explanatory footnotes regarding
those adjustments, (ii) use Adjusted Operating Income, Adjusted EBITDA,
Adjusted Net Income, and Adjusted Diluted EPS in addition to, and not as an
alternative to Operating Income, Net Income or Diluted EPS as a measure of
operating results, each as defined under GAAP, and (iii) use Free Cash Flows,
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. Exhibit 4
includes a reconciliation of Adjusted Operating Income, Adjusted EBITDA,
Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow to the most
directly comparable financial measure calculated and presented in accordance
with GAAP.

No reconciliation of the forecasted range for Adjusted Diluted EPS to Diluted
EPS for fiscal 2013 is included in this release because we are unable to
quantify certain amounts that would be required to be included in the GAAP
measure without unreasonable efforts and we believe such reconciliations would
imply a degree of precision that would be confusing or misleading to
investors.

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: cost cutting and efficiency initiatives
and other efforts to reduce U.S. government spending, including automatic
sequestration required by the Budget Control Act of 2011, which could reduce
or delay funding for orders for services especially in the current political
environment; delayed funding of our contracts due to delays in the completion
of the U.S. government’s budgeting process and the use of continuing
resolutions by the U.S. government to fund its operations or related changes
in the pattern or timing of government funding and spending; any issue that
compromises our relationships with the U.S. government or damages our
professional reputation; changes in U.S. government spending and mission
priorities that shift expenditures away from agencies or programs that we
support; the size of our addressable markets and the amount of U.S. government
spending on private contractors; failure to comply with numerous laws and
regulations; our ability to compete effectively in the competitive bidding
process and delays caused by competitors’ protests of major contract awards
received by us; the loss of General Services Administration Multiple Award
Schedule Contracts, or GSA schedules, or our position as prime contractor on
Government-wide acquisition contract vehicles; changes in the mix of our
contracts and our ability to accurately estimate or otherwise recover
expenses, time and resources for our contracts; our ability to generate
revenue under certain of our contracts; our ability to realize the full value
of our backlog and the timing of our receipt of revenue under contracts
included in backlog; changes in estimates used in recognizing revenue; any
inability to attract, train or retain employees with the requisite skills,
experience and security clearances; an inability to hire, assimilate and
deploy enough employees to serve our clients under existing contracts; an
inability to timely and effectively utilize our employees; failure by us or
our employees to obtain and maintain necessary security clearances; the loss
of members of senior management or failure to develop new leaders; misconduct
or other improper activities from our employees or subcontractors; increased
competition from other companies in our industry; failure to maintain strong
relationships with other contractors; 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 cyber
attacks on our network and internal systems; 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 new relationships, clients, capabilities, and service offerings in our
U.S. and international businesses; failure to comply with special U.S.
government laws and regulations relating to our international operations;
risks related to our indebtedness and credit facilities which contain
financial and operating covenants; the adoption by the U.S. government of new
laws, rules and regulations, such as those relating to organizational
conflicts of interest issues; our ability to realize the expected benefits
from our acquisition of the DSES division of ARINC Incorporated; risks related
to future acquisitions; an inability to utilize existing or future tax
benefits, including those related to stock-based compensation expense, for any
reason, including a change in law; and variable purchasing patterns under U.S.
government GSA schedules, blanket purchase agreements and Indefinite
Delivery/Indefinite Quantity contracts. 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 30, 2012.

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.

Exhibits:
Exhibit 1: Condensed Consolidated Statements of Operations
Exhibit 2: Condensed Consolidated Balance Sheets
Exhibit 3: Condensed Consolidated Statements of Cash Flows
Exhibit 4: Non-GAAP Financial Information
Exhibit 5: Operating Data


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,       2012            2011            2012            2011
except per
share data)
                 (Unaudited)                     (Unaudited)
                                                                 
Revenue          $ 1,387,650     $ 1,429,044     $ 2,820,074     $ 2,875,880
                                                                 
Operating
costs and
expenses:
Cost of            702,066         715,642         1,429,436       1,442,473
revenue
Billable           353,444         380,911         731,904         773,101
expenses
General and
administrative     212,498         220,290         405,853         432,125
expenses
Depreciation
and                17,613          18,536          36,116          36,394
amortization
                  -             -             -             -         
Total
operating         1,285,621     1,335,379     2,603,309     2,684,093 
costs and
expenses
                                                                 
Operating          102,029         93,665          216,765         191,787
income
                                                                 
Interest           (17,811   )     (12,194   )     (29,057   )     (24,488   )
expense
Other, net         (7,343    )     4,051           (7,826    )     3,609
                                                              
Income before      76,875          85,522          179,882         170,908
income taxes
Income tax         30,759          10,190          71,821          44,440
expense
                                                              
Net income       $ 46,116       $ 75,332       $ 108,061      $ 126,468   
                                                                 
Earnings per
common share:
Basic            $ 0.29         $ 0.58         $ 0.75         $ 0.98      
Diluted          $ 0.27         $ 0.53         $ 0.69         $ 0.90      
                                                                 
                                                                 
Dividends
declared per     $ 6.59         $ -            $ 8.18         $ -         
share
                                                                             

                                                              
Exhibit 2
Booz Allen Hamilton Holding Corporation
Condensed Consolidated Balance Sheets
                                                                 
                                                 September 30,   March 31,
(Amounts in thousands, except share and per      2012            2012
share data)
                                                 (Unaudited)
                                                                 
ASSETS
Current assets:
Cash and cash equivalents                        $ 488,979       $ 484,368
Accounts receivable, net of allowance              839,647         1,077,315
Prepaid expenses and other current assets         114,036       95,980    
Total current assets                               1,442,662       1,657,663
                                                                 
Property and equipment, net of accumulated         174,640         191,079
depreciation
Intangible assets, net of accumulated              217,576         223,834
amortization
Goodwill                                           1,187,715       1,188,004
Other long-term assets                            67,485        54,211    
Total assets                                     $ 3,090,078    $ 3,314,791 
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt                $ 46,500        $ 42,500
Accounts payable and other accrued expenses        449,199         443,951
Accrued compensation and benefits                  396,407         357,872
Other current liabilities                         76,948        70,123    
Total current liabilities                          969,054         914,446
                                                                 
Long-term debt, net of current portion             1,691,088       922,925
Other long-term liabilities                       310,402       292,235   
Total liabilities                                  2,970,544       2,129,606
                                                                 
Stockholders' equity:
Common stock, Class A — $0.01 par value —
authorized, 600,000,000 shares; issued,
132,209,076 shares at September 30, 2012 and
128,726,324 shares at March 31, 2012;              1,322           1,287
outstanding, 131,819,755 shares at September
30, 2012 and 128,392,549 shares at March 31,
2012
Non-voting common stock, Class B — $0.01 par
value — authorized, 16,000,000 shares; issued
and outstanding, 2,401,854 shares at September     24              25
30, 2012 and 2,487,125 shares at March 31,
2012
Restricted common stock, Class C — $0.01 par
value — authorized, 5,000,000 shares; issued
and outstanding, 1,401,803 shares at September     14              15
30, 2012 and 1,533,020 shares at March 31,
2012
Special voting common stock, Class E — $0.003
par value — authorized, 25,000,000 shares;
issued and outstanding, 8,942,319 shares at        27              30
September 30, 2012 and 10,140,067 shares at
March 31, 2012
Treasury stock, at cost — 389,321 shares at
September 30, 2012 and 333,775 shares at March     (6,226    )     (5,377    )
31, 2012
Additional paid-in capital                         94,135          898,541
Retained earnings                                  38,473          299,379
Accumulated other comprehensive loss              (8,235    )    (8,715    )
Total stockholders' equity                         119,534         1,185,185
                                                                
Total liabilities and stockholders' equity       $ 3,090,078    $ 3,314,791 
                                                                 

                                                                
Exhibit 3
Booz Allen Hamilton Holding Corporation
Condensed Consolidated Statements of Cash Flows
                                                                   
                                                  Six Months Ended
                                                  September 30,
(Amounts in thousands)                            2012             2011
                                                  (Unaudited)
                                                                   
Cash flows from operating activities
Net income                                        $ 108,061        $ 126,468
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of state and local transportation      -                (4,082  )
business
Transaction costs on sale of state and local        -                (5,432  )
transportation business
Depreciation and amortization                       36,116           36,394
Amortization of debt issuance costs                 2,672            2,400
Amortization of original issuance discount on       646              550
debt
Loss on extinguishment                              9,879            -
Excess tax benefits from the exercise of stock      (16,305    )     (15,960 )
options
Stock-based compensation expense                    14,367           18,448
Loss on disposition of property and equipment       956              10
Change in assets and liabilities:
Accounts receivable, net                            237,668          71,045
Prepaid expenses and other current assets           (2,066     )     (6,674  )
Other long-term assets                              5,549            11,847
Accrued compensation and benefits                   (21,616    )     (49,198 )
Accounts payable and other accrued expenses         1,144            21,135
Accrued interest                                    4,075            4,694
Other current liabilities                           6,488            (6,412  )
Other long-term liabilities                        2,114          (28,116 )
Net cash provided by operating activities          389,748        177,117 
                                                                   
Cash flows from investing activities
Purchases of property and equipment                 (14,375    )     (43,640 )
Proceeds from sale of state and local              -              23,332  
transportation business
Net cash used in investing activities              (14,375    )    (20,308 )
                                                                   
Cash flows from financing activities
Net proceeds from issuance of common stock          3,359            4,695
Cash dividends paid                                 (1,097,773 )     -
Dividend equivalents to option holders              (37,731    )     -
Repayment of debt                                   (970,000   )     (15,000 )
Net proceeds from debt                              1,710,143        -
Excess tax benefits from the exercise of stock      16,305           15,960
options
Stock option exercises                              5,784            6,502
Repurchases of common stock                        (849       )    (5,377  )
Net cash (used in) / provided by financing         (370,762   )    6,780   
activities
                                                                   
Net increase in cash and cash equivalents           4,611            163,589
Cash and cash equivalents -- beginning of          484,368        192,631 
period
Cash and cash equivalents -- end of period        $ 488,979       $ 356,220 
                                                                   
Supplemental disclosures of cash flow
information
Cash paid during the period for:
Interest                                          $ 17,622        $ 17,085  
Income taxes                                      $ 65,732        $ 50,072  
                                                                   


Exhibit 4
Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
                                                                   
                   Three Months Ended                  Six Months Ended
                   September 30,                       September 30,
(Amounts in
thousands,         2012              2011              2012              2011
except share and
per share data)
                   (Unaudited)                         (Unaudited)
                                                                         
Adjusted
Operating Income
Operating Income   $ 102,029         $ 93,665          $ 216,765         $ 191,787
Certain
stock-based          1,465             2,274             3,858             9,171
compensation
expense (a)
Amortization of
intangible           3,126             4,091             6,259             8,182
assets (b)
Transaction         2,725           -               2,725           -           
expenses (c)
Adjusted           $ 109,345        $ 100,030        $ 229,607        $ 209,140     
Operating Income
                                                                         
EBITDA &
Adjusted EBITDA
Net income         $ 46,116          $ 75,332          $ 108,061         $ 126,468
Income tax           30,759            10,190            71,821            44,440
expense
Interest and         25,154            8,143             36,883            20,879
other, net
Depreciation and    17,613          18,536          36,116          36,394      
amortization
EBITDA               119,642           112,201           252,881           228,181
Certain
stock-based          1,465             2,274             3,858             9,171
compensation
expense (a)
Transaction         2,725           -               2,725           -           
expenses (c)
Adjusted EBITDA    $ 123,832        $ 114,475        $ 259,464        $ 237,352     
                                                                         
Adjusted Net
Income
Net income         $ 46,116          $ 75,332          $ 108,061         $ 126,468
Certain
stock-based          1,465             2,274             3,858             9,171
compensation
expense (a)
Transaction          2,725             -                 2,725             -
expenses (c)
Amortization of
intangible           3,126             4,091             6,259             8,182
assets (b)
Amortization or
write-off of
debt issuance
costs and            8,628             1,206             9,826             2,400
write-off of
original issue
discount
Net gain on sale
of state and
local                -                 (5,681      )     -                 (5,681      )
transportation
business (d)
Release of
income tax           -                 (23,584     )     -                 (24,048     )
reserves (e)
Adjustments for     (6,378      )    (3,028      )    (9,068      )    (7,901      )
tax effect (f)
Adjusted Net       $ 55,682         $ 50,610         $ 121,661        $ 108,591     
Income
                                                                         
Adjusted Diluted
Earnings Per
Share
Weighted-average
number of           144,249,162     141,259,964     143,648,477     140,600,986 
diluted shares
outstanding
Adjusted Net
Income Per         $ 0.39           $ 0.36           $ 0.85           $ 0.77        
Diluted Share
(g)
                                                                         
Free Cash Flow
Net cash
provided by        $ 315,705         $ 123,273         $ 389,748         $ 177,117
operating
activities
Less: Purchases
of property and     (10,406     )    (26,039     )    (14,375     )    (43,640     )
equipment
Free Cash Flow     $ 305,299        $ 97,234         $ 375,373        $ 133,477     
                                                                         
                                                                
                                                                         
(a) Reflects stock-based compensation expense for options for Class A Common Stock and
restricted shares, in each case, issued in connection with the Acquisition of our
Company by The Carlyle Group (the Acquisition) under the Officers' Rollover Stock Plan.
Also reflects stock-based compensation expense for Equity Incentive Plan Class A Common
Stock options issued in connection with the Acquisition under the Equity Incentive Plan.

(b) Reflects amortization of intangible assets resulting from the Acquisition.

(c) Reflects debt refinancing costs incurred in connection with the Recapitalization
Transaction consummated on July 31, 2012.

(d) Three and six months ended September 30, 2011 reflects the gain on sale of our state
and local transportation business, net of the associated tax benefit of $1.6 million.

(e) Reflects the release of income tax reserves.

(f) Reflects tax effect of adjustments at an assumed marginal tax rate of 40%.

(g) Excludes an adjustment of approximately $7.6 million and $8.9 million of net
earnings for the three and six months ended September 30, 2012, respectively, associated
with the application of the two-class method for computing diluted earnings per share.
                 

                                                             
Exhibit 5
Booz Allen Hamilton Holding Corporation
Operating Data
                                                                   
                             As of
                             September 30,
(Amounts in millions)        2012              2011
                                                                         
Backlog
                                                                         
Funded                       $   3,516         $  3,438
Unfunded (1)                     2,785            3,349
Priced Options (2)              6,147          6,068   
Total Backlog                $   12,448       $  12,855  
                                                                         
(1) Reflects a reduction by management to the revenue value of orders for
services under two existing single award ID/IQ contracts, based on an
established pattern of funding under these contracts by the U.S. government.
(2) Amounts shown reflect 100% of the undiscounted revenue value of all priced
options.
                                                                         
                                                                         
                             As of
                             September 30,
                             2012              2011
                                                                         
Book-to-Bill *               2.6               2.2
                                                                         
* Calculated as the change in total backlog during the relevant fiscal quarter
plus the relevant fiscal quarter revenue, all divided by the relevant fiscal
quarter revenue.
                                                                         
                                                                         
                             As of
                             September 30,
                             2012              2011
                                                                         
Headcount
                                                                         
Total Headcount              23,963            25,804
Consulting Staff             21,556            23,278
Headcount
                                                                         
                                                                         
                             Three Months Ended                 Six Months
                                                                Ended
                             September 30,                      September 30,
                             2012              2011             2012     2011
                                                                         
Percentage of Total
Revenue by Contract Type
                                                                         
Cost-Reimbursable (3)        57%               54%              57%      54%
Time-and-Materials           29%               31%              29%      31%
Fixed-Price (4)              14%               15%              14%      15%
                                                                         
(3) Includes both cost-plus-fixed-fee and cost-plus-award fee contracts.
(4) Includes fixed-price level of effort contracts.
                                                                         
                                                                         
                             Three Months      Three Months
                             Ended             Ended
                             September 30,     September 30,
                             2012              2011
                                                                         
Days Sales Outstanding       57                68
**
                                                                         
                                                                         
** Calculated as total accounts receivable divided by revenue per day during
the relevant fiscal quarter.


Contact:

Booz Allen Hamilton Holding Corporation
Media Relations:
Marie Lerch,703-902-5559
or
James Fisher, 703-377-7595
or
Investor Relations:
Curt Riggle, 703-377-5332