8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 31, 2012

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35235	20-5441563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27727 Avenue Scott

Valencia, California 91355

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (661) 775-7200

(Former Name or Former Address, if Changed Since Last Report)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2012, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2012. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Following the publication of this earnings release, the Company hosted an earnings call in which its financial results for the quarter ended June 30, 2012 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

On July 31, 2012, the Company posted the materials attached as Exhibits 99.1 and 99.2 on its website (www.wescoair.com).

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber	Description
99.1	Press Release, issued by the Company on July 31, 2012
99.2	Slides for the Earnings Conference Call

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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.

Date: July 31, 2012	WESCO AIRCRAFT HOLDINGS, INC.
	By:	/s/ Gregory A. Hann
		Gregory A. Hann
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release, issued by the Company on July 31, 2012
99.2	Slides for the Earnings Conference Call

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EX-99.1

Exhibit 99.1

Wesco Aircraft Holdings Reports Results for Fiscal Third Quarter 2012

VALENCIA, CA, July 31, 2012 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced results for its fiscal third quarter ended June 30, 2012.

Highlights

·Third quarter revenue of $189.3 million, up 5.2% compared to $180.0 million in the prior year

·Year-to-date revenue of $564.0 million, up 6.5% compared to the prior year period, and up 16.3% excluding the two Charleston programs completed in 2011

·Net income of $22.3 million, with Diluted Earnings Per Share of $0.23

·Adjusted Net Income of $22.6 million, with Adjusted Diluted Earnings Per Share of $0.24

Fiscal 2012 Third Quarter Results

Revenue for the fiscal third quarter was $189.3 million, an increase of 5.2% compared to $180.0 million in the prior year period.  Wesco again demonstrated strong international growth during the quarter with revenues in the Rest of World segment increasing by 34.5% compared to the prior year.  In the third quarter, Ad hoc, JIT and LTA sales as a percentage of net sales represented 39%, 24% and 37%, respectively, compared to 40%, 28% and 32%, respectively, for the same period last year.

Net income for the third quarter of fiscal 2012 was $22.3 million, resulting in Diluted Earnings Per Share of $0.23.  This compared to $14.0 million, or $0.15 per share in the prior year period.   The increase in net income was due to a reduction in interest expense and a lower effective tax rate, partially offset by higher selling, general and administrative expenses.  Adjusted EBITDA for the third quarter was $41.1 million as compared to $43.9 million in the third quarter of 2011.  Adjusted Net Income was $22.6 million, resulting in Adjusted Diluted Earnings Per Share of $0.24, compared to $21.1 million, or $0.23 per share in the prior year period.

Randy Snyder, Wesco’s Chairman, President, and Chief Executive Officer said, “We are pleased with our performance during the past quarter as we have continued to increase the scope of our contracts with our valued customers and have also started to see the positive impact of our efforts to work through excess customer-owned inventory on some of our newer contracts. We are also very excited about our recent acquisition of Interfast, and are working closely with the Interfast team to find ways to expand key customer relationships and to bolster our efforts to serve the Airline and MRO markets.”

First Nine Months of Fiscal 2012

Revenue for the first nine months of fiscal 2012 was $564.0 million, an increase of 6.5% compared to $529.6 million in the prior year period.  On a year-to-date basis, Ad hoc, JIT and LTA sales as a percentage of net sales represented 38%, 26% and 36%, respectively, compared to 38%, 31% and 31%, respectively, for the first nine months of fiscal 2011.

Net income for the period was $65.2 million, resulting in Diluted Earnings Per Share of $0.68.  This compared to $57.6 million or Diluted Earnings Per Share of $0.62 in the prior year period.  Adjusted EBITDA on a year-to-date basis was $126.9 million as compared to $132.9 million in 2011.  Adjusted Net Income was $67.7 million, resulting in Adjusted Diluted Earnings Per Share of $0.71, compared to $67.2 million, or $0.73 per share in the prior year period.

Recent Activity

On July 3, 2012, the Company completed its previously announced acquisition of substantially all of the assets of Interfast Inc., for CDN$134 million via a combination of cash and borrowings under its existing revolving credit facility. Interfast is a value-added distributor of specialty fasteners, fastening systems and production installation tooling for the aerospace, electronics and general industrial markets.  In conjunction with the acquisition, Wesco has named Peter Oleck, the former President of Interfast, as Vice President, Airlines and MRO in order to drive the Company’s growth in those important markets.

Financial Outlook

At this time, Wesco is reiterating its previous guidance for full year fiscal 2012 revenues of between $740-760 million, representing a growth rate of approximately 4-7% over 2011 results, or 12-15% excluding the Charleston programs. Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $0.90 to $0.95, and $0.92 to $0.97, respectively. These EPS estimates are based on estimated 2012 fiscal year averages of 92.4 million basic shares and 95.6 million diluted shares.

Conference Call Information

The Company will hold a conference call to discuss its third quarter 2012 results at 5:00 p.m. EDT this afternoon. A live webcast of the call and accompanying slides may be accessed over the Internet from the Company’s website at www.wescoair.com under “Investor Relations.” Participants should follow the instructions provided on the website to download and install the necessary audio applications. The conference call also is available by dialing 800-322-2803 (domestic) or 617-614-4925 (international) and

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entering passcode 80273651.  Participants should ask for the Wesco Aircraft Holdings third quarter conference call.

A replay of the live conference call will be available approximately one hour after the call.  The replay will be available on the Company’s website or by dialing 1-888-286-8010 (domestic) or 1- 617-801-6888 (international) and entering the replay passcode 47706225.  The replay will be available on the Company’s website for one year and by telephonic replay until 11:59 p.m., August 7, 2012.

About Wesco Aircraft

Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management.  The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 500,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,200 employees across 44 locations in 12 countries.

Contact Information

Richard Zubek

Investor Relations

661-802-5078

InvestorRelations@wescoair.com

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Non-GAAP Financial Information

“Adjusted Net Income” represents Net Income before: (i) amortization of intangible assets, (ii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iii) Carlyle Acquisition related non-cash stock-based compensation expense, (iv) unusual or non-recurring items and (v) the tax effect of items (i) through (iv) above calculated using an assumed effective tax rate.

“Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income.

“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income.

“Adjusted EBITDA” represents Net Income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) Carlyle Acquisition related non-cash stock-based compensation expense and (v) unusual or non-recurring items.

Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Forward Looking Statements

Certain information in this news release contains forward-looking statements with respect to the Company’s financial condition, results of operations or business or its expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the Company’s business strategies and the Company’s expectations concerning future operations, revenues, earnings per share, margins, profitability, liquidity and capital resources. In some cases, you can identify forward-looking statements by terminology such as “guidance,” “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 the Company

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believes that such forward-looking statements are reasonable, it cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve risks, uncertainties, estimates and assumptions that may cause the Company’s actual results, performance or achievements to be materially different than those set forth in this news release. Additional information relating to factors that may cause actual results to differ from the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as supplemented by the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended December 31, 2011 and March 31, 2012. The Company undertakes no obligation to update or revise forward-looking statements after the day of the release as a result of new information, future events or developments except as required by law.

Exhibits

Exhibit 1:	Consolidated Statements of Income (Unaudited)
Exhibit 2:	Condensed Consolidated Balance Sheets (Unaudited)
Exhibit 3:	Condensed Consolidated Statements of Cash Flows (Unaudited)
Exhibit 4:	Non-GAAP Financial Information (Unaudited)

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Exhibit 1

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Nine Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Net sales	$	189,346		$	180,013		$	564,044		$	529,556
Cost of sales	122,067			111,393			359,417			326,811
Gross profit	67,279			68,620			204,627			202,745
Selling, general and administrative expenses	32,327			29,817			88,231			79,698
Income from operations	34,952			38,803			116,396			123,047
Interest expense, net	(5,836		)	(14,966		)	(18,181		)	(27,551		)
Other expense, net	1,157			45			616			(133		)
Income before provision for income taxes	30,273			23,882			98,831			95,363
Provision for income taxes	(7,980		)	(9,921		)	(33,637		)	(37,794		)
Net income	$	22,293		$	13,961		$	65,194		$	57,569
Net income per share:
Basic	$	0.24		$	0.15		$	0.71		$	0.64
Diluted	$	0.23		$	0.15		$	0.68		$	0.62
Weighted average shares outstanding:
Basic	92,486			90,614			91,815			90,599
Diluted	96,068			92,713			95,554			92,662

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Exhibit 2

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

	June 30, 2012		September 30, 2011
Assets
Cash and cash equivalents	$	164,040	$	45,525
Accounts receivable, net	115,701		97,289
Inventories	505,996		483,062
Other current assets	25,085		11,740
Deferred income taxes	38,253		39,289
Total current assets	849,075		676,905
Long-term assets	618,267		624,480
Total assets	$	1,467,342	$	1,301,385
Liabilities and Stockholders’ Equity
Accounts payable	$	67,462	$	53,069
Other current liabilities	16,304		18,664
Income taxes payable	2,528		1,144
Capital lease obligations—current portion	1,009		2,069
Total current liabilities	87,303		74,946
Long-term debt	626,000		556,000
Capital lease obligations	213		712
Deferred income taxes	51,963		41,256
Long-term liabilities	678,176		597,968
Total liabilities	765,479		672,914
Total stockholders’ equity	701,863		628,471
Total liabilities and stockholders’ equity	$	1,467,342	$	1,301,385

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Exhibit 3

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

	Nine Months Ended
	June 30, 2012			June 30, 2011
Cash flows from operating activities
Net income	$	65,194		$	57,569
Adjustments to reconcile net income to net cash provided by operating activities
Non-cash items	18,382			20,482
Changes in assets and liabilities
Accounts receivable	(18,467		)	(10,628		)
Income taxes receivable	(8,745		)	(3,275		)
Inventories	(23,148		)	2,447
Prepaid expenses and other assets	(2,789		)	1,969
Accounts payable	14,758			(13,602		)
Accrued expenses and other liabilities	(570		)	(222		)
Income taxes payable	1,401			(3,722		)
Net cash provided by operating activities	46,016			51,018
Cash flows from investing activities
Purchases of property and equipment	(6,074		)	(3,991		)
Proceeds from sale of equipment	2,737			—
Net cash used in investing activities	(3,337		)	(3,991		)
Cash flows from financing activities
Proceeds from issuance of long-term debt	95,000			615,000
Repayments of long-term debt, net	(25,000		)	(651,243		)
Financing fees	—			(13,144		)
Repayment of capital lease obligations	(1,559		)	(1,448		)
Excess tax benefit related to stock options exercised	1,778			—
Proceeds from exercise of stock options	5,661			—
Net cash provided by (used in) financing activities	75,880			(50,835		)
Effect of foreign currency exchange rates on cash and cash equivalents	(44		)	284
Net increase (decrease) in cash and cash equivalents	118,515			(3,524		)
Cash and cash equivalents, beginning of period	45,525			39,463
Cash and cash equivalents, end of period	$	164,040		$	35,939

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Exhibit 4

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Nine Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
EBITDA & Adjusted EBITDA
Net income	$	22,293		$	13,961		$	65,194		$	57,569
Provision for income taxes	7,980			9,921			33,637			37,794
Interest and other, net	5,836			14,966			18,181			27,551
Depreciation and amortization	2,269			2,331			6,901			6,960
EBITDA	38,378			41,179			123,913			129,874
Carlyle Acquisition related non-cash stock-based compensation expense	—			176			—			527
Unusual or non-recurring items	2,747			2,504			2,952			2,504
Adjusted EBITDA	$	41,125		$	43,859		$	126,865		$	132,905
Adjusted Net Income
Net income	$	22,293		$	13,961		$	65,194		$	57,569
Amortization of intangible assets	923			926			2,769			2,774
Amortization of deferred financing costs	601			8,355			2,201			10,280
Carlyle Acquisition related non-cash stock-based compensation expense	—			176			—			527
Unusual or non-recurring items	472			2,504			678			2,504
Adjustments for tax effect (assumed rate of 40%)	(1,708		)	(4,784		)	(3,169		)	(6,434		)
Adjusted Net Income	$	22,581		$	21,138		$	67,673		$	67,220
Adjusted Basic Earnings Per Share
Weighted-average number of basic shares outstanding	92,486			90,614			91,815			90,599
Adjusted Net Income Per Basic Shares	$	0.24		$	0.23		$	0.74		$	0.74
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding	96,068			92,713			95,554			92,662
Adjusted Net Income Per Diluted Shares	$	0.24		$	0.23		$	0.71		$	0.73

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EX-99.2

Exhibit 99.2

Third Quarter 2012 Conference Call July 31, 2012

2 Agenda Introduction Company Highlights Business Update Financial Overview Questions & Answers Richard Zubek Investor Relations Randy Snyder Chairman, Chief Executive Officer and President Hal Weinstein Executive Vice President, Sales and Marketing Shawn Trogdon Global Controller

3 Disclaimer Safe Harbor Statement The following information contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). Most forward-looking statements contain words that identify them as forward-looking, such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “project”, “opportunity”, “target”, “goal”, “growing” and “continue” or other words that relate to future events, as opposed to past or current events. By their nature, forward-looking statements are not statements of historical facts and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These statements give Wesco Aircraft’s current expectation of future events or its future performance and do not relate directly to historical or current events or Wesco Aircraft’s historical or future performance. As such, Wesco Aircraft’s future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. Wesco Aircraft cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak only as of the date made, and Wesco Aircraft undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. In particular, Wesco Aircraft cautions you not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities, long-term financial projections or goals, future growth or the value we currently ascribe to certain attributes set forth herein. Actual results may vary significantly from these statements. Wesco Aircraft’s business is subject to numerous risks and uncertainties, which may cause future results of operations to vary significantly from those presented herein, including those highlighted in the section entitled “Risk Factors” in Wesco Aircraft’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011. Wesco Aircraft discloses Adjusted EBITDA and Adjusted Net Income, which are non-GAAP measures its management uses to evaluate its business, because it believes they assist investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that Wesco Aircraft does not believe are indicative of its core operating performance. Wesco Aircraft believes these metrics are used in the financial community, and it presents these metrics to enhance investors’ understanding of its operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to net income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of Wesco Aircraft’s cash flow. See the Appendix for reconciliations of Adjusted EBITDA and Adjusted Net Income to GAAP net income.

4 Third Quarter and Year to Date 2012 Highlights Third quarter revenues of $189.3 million, up 5.2% compared to Q3 2011 Rest of World segment revenues up by 34.5% year-over-year Year to date revenues of $564.0 million, up 6.5% compared to the prior year period Excluding the two completed Charleston programs, revenue growth would have been 16.3% Third quarter and year to date 2012 Adjusted EBITDA of $41.1 million and $126.9 million, respectively Adjusted Net Income for the third quarter and year to date 2012 of $22.6 million and $67.7 million, respectively Third quarter and year to date 2012 Adjusted diluted EPS of $0.24 and $0.71, respectively The acquisition of Interfast Inc. was completed on July 3, 2012

5 Third Quarter and Year to Date 2012 Financial Results Third quarter revenue of $189.3 million, up 5.2% year over year Rest of World increased 34.5% compared to the prior year period LTA revenues increased from 32% to 37% of total sales YTD revenue of $564.0 million, up 6.5% year over year Rest of World increased 28.9% compared to prior year period LTA revenues increased from 31% to 36% of total sales +5.2% Revenue Revenue Mix +6.5% 28% 24% 32% 37% 40% 39% Q3 2011 Q3 2012 JIT LTA Adhoc $180.0 $189.3 Q3 2011 Q3 2012 31% 26% 31% 36% 38% 38% YTD 2011 YTD 2012 JIT LTA Adhoc YTD 2011 YTD 2012 $529.6 $564.0

6 Third Quarter and Year to Date 2012 Financial Results Adjusted EBITDA for Q3 2012 of $41.1 million, compared to $43.9 million in Q3 2011 Adjusted EBITDA for YTD 2012 of $126.9 million, compared to $132.9 million in YTD 2011 Adjusted Net Income for Q3 and YTD 2012 of $22.6 million and $67.7 million, respectively Adjusted Diluted EPS for Q3 and YTD 2012 of $0.24 and $0.71, respectively Adjusted EBITDA Adjusted Diluted EPS $43.9 $41.1 Q3 2011 Q3 2012 $0.23 $0.24 Q3 2011 Q3 2012 $132.9 $126.9 YTD 2011 YTD 2012 $0.73 $0.71

7 Full Year 2012 Outlook We are reiterating our previous full year 2012 outlook Revenue forecast (in millions): $740 - $760 Diluted EPS forecast: $0.90 - $0.95 Adjusted Diluted EPS forecast: $0.92 - $0.97 Full Year 2012 Outlook Guidance Range

Appendix 8

9 Non-GAAP Financial Information “Adjusted Net Income” represents Net Income before: (i) amortization of intangible assets, (ii) amortization of inventory step-up, (iii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iv) Carlyle Acquisition related non-cash stock-based compensation expense, (v) unusual or non-recurring items and (vi) the tax effect of items (i) through (v) above calculated using an assumed effective tax rate. “Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income. “Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income. “Adjusted EBITDA” represents net income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) amortization of inventory step-up, (v) Carlyle Acquisition related non-cash stock-based compensation expense and (vi) unusual or non-recurring items. Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of our cash flow. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

10 Non-GAAP Financial Information June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011 EBITDA & Adjusted EBITDA Net income $22,293 $13,961 $65,194 $57,569 Provision for income taxes 7,980 9,921 33,637 37,794 Interest and other, net 5,836 14,966 18,181 27,551 Depreciation and amortization 2,269 2,331 6,901 6,960 EBITDA 38,378 41,179 123,913 129,874 Carlyle Acquisition related non-cash stock-based compensation expense - 176 - 527 Unusual or non-recurring items 2,747 2,504 2,952 2,504 Adjusted EBITDA $41,125 $43,859 $126,865 $132,905 Adjusted Net Income Net income $22,293 $13,961 $65,194 $57,569 Amortization of intangible assets 923 926 2,769 2,774 Amortization of deferred financing costs 601 8,355 2,201 10,280 Carlyle Acquisition related non-cash stock-based compensation expense - 176 - 527 Unusual or non-recurring items 472 2,504 678 2,504 Adjustments for tax effect (assumed rate of 40%) (1,708) (4,784) (3,169) (6,434) Adjusted Net Income $22,581 $21,138 $67,673 $67,220 Adjusted Basic Earnings Per Share Weighted-average number of basic shares outstanding 92,486 90,614 91,815 90,599 Adjusted Net Income Per Basic Shares $0.24 $0.23 $0.74 $0.74 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 96,068 92,713 95,554 92,662 Adjusted Net Income Per Diluted Shares $0.24 $0.23 $0.71 $0.73 Three Months Ended Nine Months Ended