Booz Allen Hamilton Announces Fourth Quarter and Full Year Fiscal 2013 Results

  Booz Allen Hamilton Announces Fourth Quarter and Full Year Fiscal 2013
  Results

        Fourth quarter revenue increased 0.3 percent, to $1.55 billion

           Full year revenue decreased 1.7 percent to $5.76 billion

       Full year Adjusted EBITDA increased 8.4 percent, to $529 million

 Full year Adjusted Diluted Earnings per Share increased by 4 cents, to $1.65
                                  per share

Quarterly dividend increased to 10 cents per share – payable on June 28, 2013

Business Wire

MCLEAN, Va. -- May 22, 2013

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 fourth quarter and full year of its
fiscal 2013 with a modest decline in full-year revenue and solid improvements
in fiscal 2013 adjusted earnings. Booz Allen also reported total backlog of
$11.83 billion as of March 31, 2013. Booz Allen’s fiscal year runs from April
1 to March 31, with the fourth quarter of fiscal 2013 ending March 31, 2013.

Revenue in the fourth quarter of fiscal 2013 was $1.55 billion, compared with
$1.54 billion in the prior year period, an increase of 0.3 percent. In fiscal
year 2013, revenue was $5.76 billion, compared with $5.86 billion in the prior
year period, a decrease of 1.7 percent. In fiscal 2013, Adjusted Net Income
increased to $239.5 million from $227.2 million in fiscal 2012, while net
income decreased to $219.1 million from $240.0 million in fiscal 2012.
Adjusted Diluted Earnings per Share was $1.65 in fiscal 2013 compared with
$1.61 in fiscal 2012. Diluted earnings per share for fiscal 2013 was $1.45
compared with $1.70 in fiscal 2012.

During fiscal 2013, the Company declared and paid a total of $8.36 per share
in dividends. Today, the Company is announcing a regular cash dividend of
$0.10 per share, an 11 percent increase in the per share quarterly dividend
amount, which will be payable on June 28, 2013 to stockholders of record on
June 10, 2013.

Ralph W. Shrader, Booz Allen’s Chairman, Chief Executive Officer, and
President, said “We are proud to have maintained revenue close to last year’s
levels and to have increased our adjusted earnings, demonstrating demand for
our services from clients and our ability to manage our business well despite
a challenging market environment. In fiscal year 2013, we returned more than
eight dollars per share in total dividends to our stockholders and today are
announcing an 11 percent increase in our regular quarterly dividend to $0.10
per share – demonstrating our continued focus on delivering value to our
stockholders.

“Booz Allen is winning new work in all of our major markets – with large
contract awards in the fourth quarter of fiscal 2013 from the US Army, Air
Force, Navy and Marine Corps, NASA, the Department of Homeland Security,
Department of the Interior, and the intelligence agencies. We are effectively
managing non-billable cost which is important in today’s highly-competitive
environment, and we are investing in our Company’s future through strategic
acquisitions and continued investment in core and emerging business areas,
including the creation of our new Strategic Innovation Group to drive growth
and build capabilities in areas such as predictive intelligence, hardware and
software prototyping, and advanced analytics,” Shrader said.

Financial Review

Full Fiscal Year 2013 – Below is a summary of Booz Allen’s results for fiscal
year 2013, and the key factors driving those results:

  *Booz Allen’s 1.7 percent decrease in revenue in fiscal 2013 compared with
    the prior year resulted from a small reduction in billable expenses and
    reductions in headcount due to modestly lower demand in an uncertain
    federal budget environment. Lower headcount led to fewer billable hours in
    total; however, improved productivity of consulting staff helped minimize
    the impact.

    A shift toward more work performed at client sites has resulted in a
    slight reduction in our average billing rate. We also saw a decrease in
    revenue in fiscal 2013 compared with fiscal 2012 due to the sale of our
    state and local transportation business in July 2011; however, this was
    more than offset by an increase in revenue of $100.1 million attributable
    to our purchase of the Defense Systems & Engineering Support Division
    (DSES) of ARINC Incorporated in November 2012.

  *In fiscal 2013, operating income increased to $446.2 million from $387.4
    million in fiscal 2012, and Adjusted Operating Income increased to $467.3
    million from $429.2 million in fiscal 2012. In addition to the savings
    from decreases in senior staff compensation costs and infrastructure costs
    as a result of the January 2012 cost reduction actions, the increase in
    fiscal 2013 operating income and Adjusted Operating Income over fiscal
    2012 levels was driven by improvements in consulting staff productivity
    and more effective management of unbillable costs, and a decrease in
    stock-based compensation expenses.
  *In fiscal 2013, net income decreased to $219.1 million from $240.0 million
    in fiscal 2012. This decrease was primarily attributable to two factors:
    the higher interest expense following the refinancing transaction
    associated with the special dividend declared in July 2012, which
    accounted for an approximate $14.5 million reduction in net income; and
    the release of a significant income tax reserve in fiscal 2012 which
    substantially reduced the effective tax rate for fiscal 2012. This
    decrease was partially offset by previously mentioned improvements in
    operating income.

    Adjusted Net Income increased to $239.5 million from $227.2 million in
    fiscal 2012. This increase was primarily a result of the growth in
    Adjusted Operating Income, partially offset by the increased interest
    expense from our refinancing transaction. Adjusted EBITDA increased 8.4
    percent to $528.8 million in fiscal 2013 compared with $488.1 million in
    fiscal 2012, primarily as a result of the growth in Adjusted Operating
    Income. In fiscal 2013, diluted EPS decreased to $1.45 per share from
    $1.70 per share in fiscal 2012. In fiscal 2013, Adjusted Diluted EPS
    increased to $1.65 per share from $1.61 per share in fiscal 2012. The per
    share earnings were driven by the same factors as net income and Adjusted
    Net Income.

Net cash provided by operating activities in fiscal 2013 was $464.7 million
compared to $360.0 million in fiscal 2012. Free Cash Flow was $431.5 million
in fiscal 2013, compared to $283.1 in fiscal 2012. Free Cash Flow in fiscal
2013 benefitted from continued strong cash collections, Days Sales Outstanding
of 61 days in the fourth quarter of fiscal 2013, compared with 65 days in the
prior year quarter, and a decrease in capital spending.

Funded backlog as of March 31, 2013, was $2.51 billion, compared to $2.90
billion as of March 31, 2012. Booz Allen’s total backlog as of March 31, 2013,
was $11.83 billion, compared to $10.80 billion as of March 31, 2012.

Fourth Quarter 2013 – Below is a summary of Booz Allen’s results for the
fiscal 2013 fourth quarter, and the key factors driving those results:

  *Booz Allen’s 0.3 percent increase in revenue in the fourth quarter of
    fiscal 2013 compared with the prior year period resulted from the addition
    of $78.2 million as a result of our purchase of DSES, improved
    productivity of consulting staff, revenue associated with the recovery of
    additional incentive compensation and other allowable indirect expenses,
    and a modest increase in billable expenses over the prior year period.
  *In the fourth quarter of fiscal 2013, Adjusted Operating Income increased
    to $116.9 million from $115.4 million in the prior year period, and
    operating income increased to $112.9 million from $97.5 million in the
    prior year period. The improvement in Adjusted Operating Income and
    operating income were driven by savings from decreases in senior staff
    compensation costs and infrastructure costs as a result of the January
    2012 cost reduction actions, improved productivity of consulting staff,
    and the recovery of additional incentive compensation and other allowable
    indirect expenses.
  *In the fourth quarter of fiscal 2013, Adjusted Net Income decreased to
    $58.2 million from $62.2 million in the prior year period. The decline was
    primarily driven by the increased interest expense of approximately $5.1
    million related to the refinancing transaction associated with the special
    dividend declared in July 2012.

    Net income increased to $54.8 million from $50.6 million in the prior year
    period. This increase was primarily a result of the growth in operating
    income, partially offset by the increased interest expense from our
    refinancing transaction. Adjusted EBITDA increased 2.3 percent to $133.6
    million from $130.6 million in the prior year period. These metrics were
    impacted by the same factors as Adjusted Operating Income and operating
    income.

    In the fourth quarter of fiscal 2013, Adjusted Diluted EPS decreased to
    $0.40 per share from $0.44 per share in the prior year period; diluted EPS
    increased to $0.37 per share from $0.36 per share in the prior year
    period. The per share earnings were driven by the same factors as net
    income and Adjusted Net Income.

Financial Outlook

For fiscal 2014, we expect a low single digit decline in revenue. At the
bottom line, for the full year, we are forecasting diluted EPS to be in the
range of $1.47 to $1.57, and Adjusted Diluted EPS to be on the order of $1.55
to $1.65 per share. Our overall EPS outlook incorporates our expectations
related to the business impacts of sequestration and reflects our confidence
in our ability to generate demand for our services, while effectively managing
our costs and consulting staff capacity in line with demand.

These EPS estimates are based on fiscal year 2014 estimated average diluted
shares outstanding of approximately 149.0 million shares.

Conference Call Information

Booz Allen will host a conference call at 8 a.m. EDT on Wednesday, May 22,
2013, to discuss the financial results for its fourth quarter and full year
for Fiscal 2013 (ending March 31, 2013). Analysts and institutional investors
may participate on the call by dialing (877) 375-9141 (International:
253-237-1151). 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 investors.boozallen.com. A replay of the conference call
will be available online at investors.boozallen.com beginning at 11 a.m. EDT
on May 22, 2013, and continuing for thirty days. The replay will also be
available by telephone for seven days at (855) 859-2056 (International:
404-537-3406). The conference ID number is #34094014.

About Booz Allen Hamilton

Booz Allen Hamilton is a leading provider of management consulting,
technology, and engineering 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 more than 24,000 people, and had revenue of $5.76 billion for the 12
months ended March 31, 2013.

BAHPR-FI

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 measures 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, budget reductions, Congressionally-mandated automatic spending
cuts, and other efforts to reduce U.S. government spending, including
automatic sequestration required by the Budget Control Act of 2011 (as amended
by the American Taxpayer Relief Act of 2012), 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 (including
potential cuts associated with sequestration or other budgetary cuts made in
lieu of sequestration); current uncertainty around the timing, extent, and
nature of Congressional and other U.S. government action to address budgetary
constraints, the U.S. government’s ability to incur indebtedness in excess of
its current limit and the U.S. deficit; any issue that compromises our
relationships with the U.S. government or damages our professional reputation;
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; 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: Consolidated Statements of Operations

Exhibit 2: Consolidated Balance Sheets

Exhibit 3: Consolidated Statements of Cash Flows

Exhibit 4: Non-GAAP Financial Information

Exhibit 5: Operating Data

                                                            
Exhibit 1
Booz Allen
Hamilton
Holding
Corporation
Consolidated
Statements of
Operations
                                                                 
                 Three Months Ended              Fiscal Year Ended
                 March 31,                       March 31,
(Amounts in
thousands,       2013            2012            2013            2012
except per
share data)
                 (Unaudited)
                                                                 
Revenue          $ 1,545,290     $ 1,540,620     $ 5,758,059     $ 5,859,218
                                                                 
Operating
costs and
expenses:
Cost of            748,884         761,928         2,871,240       2,934,378
revenue
Billable           418,166         399,181         1,532,590       1,542,822
expenses
General and
administrative     245,601         247,113         833,986         903,721
expenses
Depreciation
and                19,766          19,281          74,009          75,205
amortization
Restructuring      -               15,660          -               15,660
charge
                  -             -             -             -         
Total
operating         1,432,417     1,443,163     5,311,825     5,471,786 
costs and
expenses
                                                                 
Operating          112,873         97,457          446,234         387,432
income
                                                                 
Interest           (19,496   )     (11,555   )     (70,284   )     (48,078   )
expense
Other, net         53              673             (7,639    )     4,520
                                                              
Income before      93,430          86,575          368,311         343,874
income taxes
Income tax         38,617          35,948          149,253         103,919
expense
                                                              
Net income       $ 54,813       $ 50,627       $ 219,058      $ 239,955   
                                                                 
Earnings per
common share:
Basic            $ 0.40         $ 0.38         $ 1.56         $ 1.83      
Diluted          $ 0.37         $ 0.36         $ 1.45         $ 1.70      
                                                                 
                                                                 
Dividends
declared per     $ 0.09         $ 0.09         $ 8.36         $ 0.09      
share
                                                                             

                                                               
Exhibit 2
Booz Allen Hamilton Holding Corporation
Consolidated Balance Sheets
                                                                 
                                                 March 31,       March 31,
(Amounts in thousands, except share and          2013            2012
per share data)
                                                                 
ASSETS
Current assets:
Cash and cash equivalents                        $ 350,384       $ 484,368
Accounts receivable, net of allowance              1,029,586       1,077,315
Prepaid expenses                                   29,129          32,090
Income taxes receivable                            5,689           46,794
Other current assets                              9,564         13,090    
Total current assets                               1,424,352       1,653,657
                                                                 
Property and equipment, net of                     166,570         191,079
accumulated depreciation
Deferred income taxes                              10,032          7,790
Intangible assets, net of accumulated              236,220         223,834
amortization
Goodwill                                           1,277,369       1,188,004
Other long-term assets                            62,985        50,427    
Total assets                                     $ 3,177,528    $ 3,314,791 
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt                $ 55,562        $ 42,500
Accounts payable and other accrued                 451,065         443,951
expenses
Accrued compensation and benefits                  385,433         357,872
Deferred income taxes                              10,286          59,493
Other current liabilities                         62,300        10,630    
Total current liabilities                          964,646         914,446
                                                                 
Long-term debt, net of current portion             1,659,611       922,925
Income tax reserves                                57,018          55,282
Other long-term liabilities                       269,460       236,953   
Total liabilities                                  2,950,735       2,129,606
                                                                 
Stockholders' equity:
Common stock, Class A — $0.01 par value —
authorized, 600,000,000 shares;
issued, 136,457,444 shares at March 31, 2013 and
128,726,324 shares at March 31, 2012;              1,364           1,287
outstanding, 136,051,601 shares at March 31,
2013 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,
1,451,600 shares at March 31, 2013 and 2,487,125   15              25
shares at March 31, 2012
Restricted common stock, Class C — $0.01
par value — authorized,
5,000,000 shares; issued and outstanding,
1,224,319 shares at March 31, 2013 and 1,533,020   12              15
shares at March 31, 2012
Special voting common stock, Class E —
$0.003 par value — authorized,
25,000,000 shares; issued and outstanding,
7,478,522 shares at March 31, 2013 and             22              30
10,140,067 shares at March 31, 2012
Treasury stock, at cost — 405,843 shares
at March 31, 2013 and 333,775
shares at March 31, 2012                           (6,444    )     (5,377    )
Additional paid-in capital                         120,836         898,541
Retained earnings                                  124,775         299,379
Accumulated other comprehensive loss              (13,787   )    (8,715    )
Total stockholders' equity                         226,793         1,185,185
                                                                
Total liabilities and stockholders'              $ 3,177,528    $ 3,314,791 
equity
                                                                 

                                                                
Exhibit 3
Booz Allen Hamilton Holding Corporation
Consolidated Statements of Cash Flows
                                                                   
                                                  Fiscal Year Ended
                                                  March 31,
(Amounts in thousands)                            2013             2012
                                                                   
Cash flows from operating activities
Net income                                        $ 219,058        $ 239,955
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                       74,009           75,205
Stock-based compensation expense                    24,841           31,263
Deferred income taxes                               (48,088    )     74,785
Excess tax benefits from the exercise of stock      (26,860    )     (16,461 )
options
Amortization of debt issuance costs and loss on     17,224           5,880
extinguishment
Loss on disposition of property and equipment       1,106            376
Gain on sales of businesses                         (254       )     (4,082  )
Change in assets and liabilities:
Accounts receivable                                 125,125          25,275
Income taxes receivable / payable                   104,877          (31,832 )
Prepaid expenses                                    3,038            1,407
Other current assets                                6,968            6,215
Other long-term assets                              2,723            (6,250  )
Accrued compensation and benefits                   (26,832    )     (35,287 )
Accounts payable and other accrued expenses         (23,760    )     35,390
Accrued interest                                    (3,563     )     (11,801 )
Income tax reserves                                 1,736            (35,192 )
Other current liabilities                           11,367           (2,373  )
Other long-term liabilities                        1,939          7,573   
Net cash provided by operating activities          464,654        360,046 
                                                                   
Cash flows from investing activities
Purchases of property and equipment                 (33,113    )     (76,925 )
Cash paid for business acquisitions, net of         (157,964   )     -
cash acquired
Proceeds from sales of businesses                  625            23,332  
Net cash used in investing activities              (190,452   )    (53,593 )
                                                                   
Cash flows from financing activities
Net proceeds from issuance of common stock          6,373            8,757
Stock option exercises                              14,977           7,349
Excess tax benefits from the exercise of stock      26,860           16,461
options
Repurchases of common stock                         (1,067     )     (5,377  )
Cash dividends paid                                 (1,122,457 )     (11,906 )
Dividend equivalents to option holders              (49,765    )     -
Repayment of debt                                   (993,250   )     (30,000 )
Net proceeds from debt issuance                    1,710,143      -       
Net cash used in financing activities              (408,186   )    (14,716 )
                                                                   
Net (decrease) increase in cash and cash            (133,984   )     291,737
equivalents
Cash and cash equivalents -- beginning of year     484,368        192,631 
Cash and cash equivalents -- end of year          $ 350,384       $ 484,368 
                                                                   
Supplemental disclosures of cash flow
information
Cash paid during the period for:
Interest                                          $ 58,847        $ 53,993  
Income taxes                                      $ 90,146        $ 89,314  
                                                                   

                                                                   
Exhibit 4
Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
                                                                       
                 Three Months Ended                  Fiscal Year Ended
                 March 31,                           March 31,
(Amounts in
thousands,       2013              2012              2013              2012
except share and
per share data)
                 (Unaudited)                         (Unaudited)
                                                                       
Adjusted
Operating
Income
Operating        $ 112,873         $ 97,457          $ 446,234         $ 387,432
Income
Certain
stock-based        924               2,652             5,868             14,241
compensation
expense (a)
Amortization
of intangible      3,126             4,091             12,510            16,364
assets (b)
Net
restructuring      -                 11,182            -                 11,182
charge (c)
Transaction       -               -               2,725           -           
expenses (d)
Adjusted
Operating        $ 116,923        $ 115,382        $ 467,337        $ 429,219     
Income
                                                                       
EBITDA &
Adjusted
EBITDA
Net income       $ 54,813          $ 50,627          $ 219,058         $ 239,955
Income tax         38,617            35,948            149,253           103,919
expense
Interest and       19,443            10,882            77,923            43,558
other, net
Depreciation
and               19,766          19,281          74,009          75,205      
amortization
EBITDA             132,639           116,738           520,243           462,637
Certain
stock-based        924               2,652             5,868             14,241
compensation
expense (a)
Net
restructuring      -                 11,182            -                 11,182
charge (c)
Transaction       -               -               2,725           -           
expenses (d)
Adjusted         $ 133,563        $ 130,572        $ 528,836        $ 488,060     
EBITDA
                                                                       
Adjusted Net
Income
Net income       $ 54,813          $ 50,627          $ 219,058         $ 239,955
Certain
stock-based        924               2,652             5,868             14,241
compensation
expense (a)
Net
restructuring      -                 11,182            -                 11,182
charge (c)
Transaction        -                 -                 2,725             -
expenses (d)
Amortization
of intangible      3,126             4,091             12,510            16,364
assets (b)
Amortization
or write-off
of debt
issuance costs
and write-off      1,525             1,181             13,018            4,783
of original
issue discount
Net gain on sale
of state and
local              -                 -                 -                 (5,681      )
transportation
business (e)
Release of
income tax         -                 111               -                 (35,022     )
reserves (f)
Adjustments
for tax effect    (2,230      )    (7,643      )    (13,649     )    (18,628     )
(g)
Adjusted Net     $ 58,158         $ 62,201         $ 239,530        $ 227,194     
Income
                                                                       
Adjusted
Diluted
Earnings Per
Share
Weighted-average
number of         146,144,633     141,716,480     144,854,724     140,812,012 
diluted shares
outstanding
Adjusted Net
Income Per       $ 0.40           $ 0.44           $ 1.65           $ 1.61        
Diluted Share
(h)
                                                                       
Free Cash Flow
Net cash
provided by      $ 65,720          $ 108,027         $ 464,654         $ 360,046
operating
activities
Less:
Purchases of      (12,456     )    (11,367     )    (33,113     )    (76,925     )
property and
equipment
Free Cash Flow   $ 53,264         $ 96,660         $ 431,541        $ 283,121     
                                                              
                                                                       
     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
(a)  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.
     Reflects restructuring charges of approximately $15.7 million incurred during the
(c)  three months ended March 31, 2012, net of approximately $4.5 million of revenue
     recognized on recoverable expenses, associated with the cost of a restructuring
     plan to reduce certain personnel and infrastructure costs.
(d)  Reflects debt refinancing costs incurred in connection with the Recapitalization
     Transaction consummated on July 31, 2012.
(e)  Fiscal 2012 reflects the gain on sale of our state and local transportation
     business, net of the associated tax benefit of $1.6 million.
     Reflects
     the
(f)  release
     of income
     tax
     reserves.
(g)  Reflects tax effect of adjustments at an
     assumed marginal tax rate of 40%.
     Excludes an adjustment of approximately $457,000 and $9.1 million of net earnings
(h)  for the three and twelve months ended March 31, 2013, 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
                               March 31,
(Amounts in millions)          2013            2012
                                                                        
Backlog (1)
                                                                        
Funded                         $ 2,509         $ 2,898
Unfunded (2)                   3,056           2,681
Priced Options (3)             6,265           5,225
Total Backlog                  $ 11,830        $ 10,804
                                                                        
                Backlog presented in the above table includes backlog acquired
                from the Company's acquisition of ARINC's Defense Systems
(1)             Engineering and Support (DSES) division on November 30, 2012.
                Total backlog acquired from DSES is approximately $1.4 billion
                as of March 31, 2013.
                Reflects a reduction by management to the revenue value of
                orders for services under two existing single award ID/IQ
(2)             contracts the Company has had for several years, based on an
                established pattern of funding under these contracts by the
                U.S. government.
(3)             Amounts shown reflect 100% of the undiscounted revenue value
                of all priced options.
                                                                        
                                                                        
                               As of
                               March 31,
                               2013            2012
                                                                        
Book-to-Bill *                 0.3             0.1
                                                                        
                * Book-to-bill is 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
                               March 31,
                               2013            2012
                                                                        
Headcount
                                                                        
Total Headcount                24,455          24,950
Consulting Staff               21,996          22,447
Headcount
                                                                        
                                                                        
                               Three Months Ended            Fiscal Year Ended
                               March 31,                     March 31,
                               2013            2012          2013       2012
                                                                        
Percentage of Total Revenue by Contract Type
                                                                        
Cost-Reimbursable (4)          59%             55%           57%        54%
Time-and-Materials             27%             31%           28%        31%
Fixed-Price (5)                14%             14%           15%        15%
                                                                        
(4)             Includes both cost-plus-fixed-fee and cost-plus-award fee
                contracts.
(5)             Includes fixed-price level of effort contracts.
                                                                        
                                                                        
                               Three Months    Three
                               Ended           Months
                                               Ended
                               March 31,       March 31,
                               2013            2012
                                                                        
Days Sales Outstanding **      61              65
                                                                        
                                                                        
** Calculated as total accounts receivable divided by revenue per day during
the relevant fiscal quarter.

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or
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or
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