EX-99.2 3 q4fy24bahexhibit992.htm EX-99.2 q4fy24bahexhibit992
Fiscal Year 2024, Fourth Quarter May 24, 2024 EARNINGS CALL PRESENTATION


 
2 HORACIO ROZANSKI President and Chief Executive Officer MATT CALDERONE Chief Financial Officer NATHAN RUTLEDGE Director & Head of Investor Relations CALL PARTICIPANTS


 
3 DISCLAIMER Forward Looking Safe Harbor Statement Certain statements contained in this presentation and in related comments by our management include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s preliminary financial results, financial outlook and guidance, including forecasted revenue, Adjusted EBITDA, Diluted EPS, Adjusted Diluted EPS, future quarterly dividends, and future improvements in operating margins, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including those factors discussed in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, which can be found at the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise. Note Regarding Non-GAAP Financial Data Information Booz Allen discloses Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio, which are not recognized measurements under accounting principles generally accepted in the United States, or GAAP, and when analyzing Booz Allen’s performance or liquidity, as applicable, investors should (i) evaluate each adjustment in our reconciliation of revenue to Revenue, Excluding Billable Expenses, operating income to Adjusted Operating Income, net income attributable to common stockholders to Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income and Adjusted Diluted EPS, and net cash provided by operating activities to Free Cash Flow and Free Cash Flow Conversion, and net debt to Net Leverage Ratio and the explanatory footnotes regarding those adjustments, each as defined under GAAP, (ii) use Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, and Adjusted Diluted EPS in addition to, and not as an alternative to, revenue, operating income, net income attributable to common stockholders or diluted EPS, as measures of operating results, each as defined under GAAP, (iii) use Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio, in addition to, and not as an alternative to, net cash provided by operating activities as a measure of liquidity, each as defined under GAAP, and (iv) use Net Leverage Ratio in addition to, and not as an alternative to, net debt as a measure of Booz Allen's debt leverage. The Appendix includes a reconciliation of Revenue, Excluding Billable Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage Ratio to the most directly comparable financial measure calculated and presented in accordance with GAAP. Booz Allen presents these supplemental performance measures because it believes that these measures provide investors and securities analysts with important supplemental information with which to evaluate Booz Allen’s performance, long term earnings potential, or liquidity, as applicable, and to enable them to assess Booz Allen’s performance on the same basis as management. These supplemental performance and liquidity measurements may vary from and may not be comparable to similarly titled measures by other companies in Booz Allen’s industry. With respect to our expectations under “Financial Outlook”, reconciliation of Adjusted Diluted EPS guidance, Adjusted EBITDA, and Adjusted EBITDA Margin on Revenue to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to our inability to predict our stock price, equity grants and dividend declarations with respect to Adjusted Diluted EPS, and our net income, net interest and other expenses with respect to Adjusted EBITDA and Adjusted EBITDA Margin on Revenue, during the course of fiscal 2025. With respect to Adjusted Diluted EPS guidance, projecting future stock price, equity grants and dividends to be declared would be necessary to accurately calculate the difference between Adjusted Diluted EPS and GAAP EPS as a result of the effects of the two-class method and related possible dilution used in the calculation of EPS. Consequently, any attempt to disclose such reconciliation would imply a degree of precision that could be confusing or misleading to investors. We expect the variability of the above charges to have an unpredictable, and potentially significant, impact on our future GAAP financial results. For the same reason, a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin on Revenue guidance for fiscal 2025 and of Adjusted EBITDA guidance through fiscal 2025 to the closest corresponding GAAP measures are not available without unreasonable efforts on a forward-looking basis due to our inability to predict specific quantifications of the amounts that would be required to reconcile such measures. Accordingly, Booz Allen is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.


 
4 KEY FINANCIAL RESULTS FISCAL YEAR 2024 RESULTS (1) Comparisons are to prior fiscal year period. (2) Reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin on Revenue can be found on Slide 12. Net income attributable to common stockholders was $128.0 million and $605.7 million for the three and twelve months ended March 31, 2024, respectively. Net income margin attributable to common stockholders was 4.6% and 5.7% for the three and twelve months ended March 31, 2024, respectively. FOURTH QUARTER (1) FISCAL YEAR 2024 (1) Revenue $2.8 billion +13.9% $10.7 billion +15.2% Revenue, Excluding Billable Expenses $1.9 billion +13.7% $7.4 billion +14.4% Net Income $128 million +287.2% $606 million +123.3% Adjusted EBITDA2 $287 million +23.9% $1,175 million +15.9% Adjusted EBITDA Margin on Revenue2 10.3% +8.4% 11.0% —% Adjusted Net Income $172 million +28.8% $719 million +18.8% Diluted EPS $0.98 +288.5% $4.59 +126.1% Adjusted Diluted EPS $1.33 +31.7% $5.50 +20.6% Net Cash Provided by Operating Activities $144 million (39.4)% $259 million (57.1)%


 
INVESTMENT THESIS EXCEPTIONAL SHAREHOLDER VALUE CREATION FY2023–FY2025 GOALS Competitive Edge at the Mission- Innovation Intersection ADJUSTED EBITDA GROWTH TO $1.2–1.3B Disciplined Capital Deployment $2.0–3.5B Organic Revenue 5–8% Strategic Acquisitions & Investments Strong Mid 10% Adjusted EBITDA Margin + +


 
6 KEY FINANCIAL RESULTS FISCAL YEAR 2024 RESULTS FOURTH QUARTER (1) FISCAL YEAR 2024 (1) Revenue $2.8 billion +13.9% $10.7 billion +15.2% Revenue, Excluding Billable Expenses $1.9 billion +13.7% $7.4 billion +14.4% Net Income $128 million +287.2% $606 million +123.3% Adjusted EBITDA2 $287 million +23.9% $1,175 million +15.9% Adjusted EBITDA Margin on Revenue2 10.3% +8.4% 11.0% —% Adjusted Net Income $172 million +28.8% $719 million +18.8% Diluted EPS $0.98 +288.5% $4.59 +126.1% Adjusted Diluted EPS $1.33 +31.7% $5.50 +20.6% Net Cash Provided by Operating Activities $144 million (39.4)% $259 million (57.1)% Page 4 intentionally repeated (1) Comparisons are to prior fiscal year period. (2) Reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin on Revenue can be found on Slide 12. Net income attributable to common stockholders was $128.0 million and $605.7 million for the three and twelve months ended March 31, 2024, respectively. Net income margin attributable to common stockholders was 4.6% and 5.7% for the three and twelve months ended March 31, 2024, respectively.


 
7 $22.0 HISTORICAL BACKLOG & BOOK-TO-BILL (1) For more information on the components of backlog, and the differences between backlog and remaining performance obligations, please see the Company's Form 10-K for the fiscal year ended March 31, 2024; totals may not sum due to rounding. BACKLOG ($ IN BILLIONS) (1) BOOK-TO-BILL TRENDS $26.8 $29.0 $27.8 $29.2 $28.6 $31.8 $30.0 $31.2 $31.3 $35.0 $34.3 $33.8 $3.5 $4.9 $4.0 $3.7 $4.0 $5.5 $4.5 $4.6 $4.9 $6.3 $5.2 $4.8 $9.0 $9.5 $9.4 $9.9 $10.0 $10.4 $10.1 $9.5 $9.0 $10.1 $9.2 $9.5 $14.3 $14.6 $14.3 $15.6 $14.6 $16.0 $15.4 $17.1 $17.3 $18.6 $19.9 $19.5 Funded Unfunded Priced Options 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1.30x 2.03x 0.39x 1.66x 0.72x 2.40x 0.09x 1.47x 1.03x 2.41x 0.72x 0.82x 1.20x 1.28x 1.28x 1.36x 1.21x 1.32x 1.22x 1.18x 1.24x 1.29x 1.41x 1.25x Quarterly Book-to-Bill LTM Book-to-Bill 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 0.0x 1.0x 2.0x 3.0x


 
8 CAPITAL ALLOCATION DELIVERING STRONG CAPITAL RETURNS THROUGH EFFICIENT CAPITAL DEPLOYMENT STRATEGY – Our multi-year capital deployment plan follows a disciplined and opportunistic approach, subject to market conditions – In fiscal 2024, we deployed approximately $691.7 million: – $253.4 million through quarterly dividends; – $415.0 million through share repurchases; and – $23.3 million through strategic investments – The Board authorized a dividend of $0.51 per share payable on June 28, 2024 to stockholders of record on June 13, 2024 – Increased total share repurchase authorization capacity by $525 million to ~$3 billion; ~$1 billion available – Our capital allocation priorities remain: operating needs, quarterly dividend, strategic M&A, share repurchases, and debt repayment HISTORICAL CAPITAL DEPLOYMENT ($ IN MILLIONS)(1)QUARTERLY CAPITAL DEPLOYMENT ($ IN MILLIONS)(1) $191.5 $179.5 $147.9 $164.2 $200.2 $62.5 $63.0 $62.1 $61.7 $66.6 $125.7 $112.4 $80.8 $94.5 $127.3 $3.2 $4.0 $5.0 $8.1 $6.2 Quarterly Dividends Share Repurchases M&A 4Q23 1Q24 2Q24 3Q24 4Q24 $571.3 $1,493.9 $905.0 $691.7 $181.1 $209.1 $235.7 $253.4 $318.1 $419.3 $224.0 $415.0 $72.2 $865.5 $445.3 $23.3 Quarterly Dividends Share Repurchases M&A FY21 FY22 FY23 FY24 (3) (1) Totals may not sum due to rounding. (2) Includes share repurchases transacted but not settled and paid. (3) Represents payments for strategic investments, net of cash acquired. (2) (3) (2)


 
9 FINANCIAL OUTLOOK FULL YEAR FISCAL 2025 GUIDANCE(1) OPERATING PERFORMANCE Fiscal Year 2025 Revenue Growth 8.0% – 11.0% Adjusted EBITDA $1,260 – $1,300 million Adjusted EBITDA Margin on Revenue ~11% Adjusted Diluted EPS $5.80 – $6.05 Net Cash Provided by Operating Activities $825 – $925 million (1) Reconciliations omitted in reliance on Item 10(e)(1)(i)(B) of Regulation S-K. See "Disclaimer." KEY ASSUMPTIONS Fiscal Year 2025 Adjusted Effective Tax Rate 23% – 25% Average Diluted Shares Outstanding 129 – 131 million Interest Expense $180 – $190 million Depreciation and Amortization ~$160 million Cash Taxes Related to Section 174 ~$100 million Capital Expenditures ~$100 million


 
10 APPENDIX


 
11 NON-GAAP FINANCIAL INFORMATION • “Revenue, Excluding Billable Expenses” represents revenue less billable expenses. Booz Allen uses Revenue, Excluding Billable Expenses because it provides management useful information about the Company’s operating performance by excluding the impact of costs that are not indicative of the level of productivity of its client staff headcount and its overall direct labor, which management believes provides useful information to its investors about its core operations. • “Adjusted Operating Income” represents operating income before the change in provision for claimed indirect costs, acquisition and divestiture costs, financing transaction costs, significant acquisition amortization, DC tax assessment adjustment, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 20 to the Consolidated Financial Statements in the Company's Form 10-K for the fiscal year ended March 31, 2024. 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 (loss) attributable to common stockholders before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including the change in provision for claimed indirect costs, acquisition and divestiture costs, financing transaction costs, DC tax assessment adjustment, and the reserve associated with the U.S. Department of Justice investigation disclosed in Note 20 to the Consolidated Financial Statements in the Company's Form 10-K for the fiscal year ended March 31, 2024. “Adjusted EBITDA Margin on Revenue” is calculated as Adjusted EBITDA divided by revenue. “Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses” is calculated as Adjusted EBITDA divided by Revenue, Excluding Billable Expenses. Booz Allen prepares Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature. • “Adjusted Net Income” represents net income (loss) attributable to common stockholders before: (i) the change in provision for claimed indirect costs, (ii) acquisition and divestiture costs, (iii) financing transaction costs, (iv) significant acquisition amortization, (v) DC tax assessment adjustment, (vi) the reserve associated with the U.S. Department of Justice investigation disclosed in Note 20 to the Consolidated Financial Statements in the Company's Form 10-K for the fiscal year ended March 31, 2024, (vii) valuation adjustments to cost method investments, (viii) gains associated with divestitures or deconsolidation, and (iv) amortization and write-off of debt issuance costs and debt discount, in each case net of the tax effect where appropriate calculated using an assumed effective tax rate. Booz Allen prepares Adjusted Net Income to eliminate the impact of items, net of tax, it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature. Booz Allen views Adjusted Net Income as an important indicator of performance consistent with the manner in which management measures and forecasts the Company's performance and the way in which management is incentivized to perform. • “Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to net income. Additionally, Adjusted Diluted EPS does not contemplate any adjustments to net income as required under the two-class method as disclosed in the footnotes to the consolidated financial statements of the Company's Form 10-K for the fiscal year ended March 31, 2024. • "Free Cash Flow" represents the net cash generated from operating activities less the impact of purchases of property, equipment and software. "Free Cash Flow Conversion" is calculated as Free Cash Flow divided by Adjusted Net Income. • "Adjusted Effective Tax Rate" represents income tax expense (benefit) excluding the income tax effects of adjustments to net income, divided by adjusted earnings before income tax expense. • "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months.


 
12 NON-GAAP FINANCIAL INFORMATION (Unaudited) Three Months Ended March 31, Fiscal Year Ended March 31, (In thousands, except share and per share data) 2024 2023 2024 2023 Revenue, Excluding Billable Expenses Revenue $ 2,771,327 $ 2,433,261 $ 10,661,896 $ 9,258,911 Less: Billable expenses 844,788 739,124 3,281,776 2,808,857 Revenue, Excluding Billable Expenses* $ 1,926,539 $ 1,694,137 $ 7,380,120 $ 6,450,054 Adjusted Operating Income Operating Income (loss) $ 264,439 $ (42,908) $ 1,013,403 $ 446,848 Change in provision for claimed indirect costs (a) — — (18,345) — Acquisition and divestiture costs (b) 2,100 4,148 7,580 44,269 Financing transaction costs (c) — — 820 6,888 Significant acquisition amortization (d) 13,596 15,278 53,897 51,553 DC tax assessment adjustment (e) (20,050) — (20,050) — Legal matter reserve (f) — 226,000 27,453 350,000 Adjusted Operating Income $ 260,085 $ 202,518 $ 1,064,758 $ 899,558 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin on Revenue & Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses Net income (loss) attributable to common stockholders $ 127,955 $ (68,422) $ 605,706 $ 271,791 Income tax expense (benefit) 91,323 (6,552) 247,614 96,734 Interest and other, net (g) 45,161 31,992 160,083 78,899 Depreciation and amortization 40,335 44,284 164,203 165,484 EBITDA 304,774 1,302 1,177,606 612,908 Change in provision for claimed indirect costs (a) — — (18,345) — Acquisition and divestiture costs (b) 2,100 4,148 7,580 44,269 Financing transaction costs (c) — — 820 6,888 DC tax assessment adjustment (e) (20,050) — (20,050) — Legal matter reserve (f) — 226,000 27,453 350,000 Adjusted EBITDA $ 286,824 $ 231,450 $ 1,175,064 $ 1,014,065 Net income margin attributable to common stockholders 4.6 % (2.8) % 5.7 % 2.9 % Adjusted EBITDA Margin on Revenue 10.3 % 9.5 % 11.0 % 11.0 % Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses 14.9 % 13.7 % 15.9 % 15.7 % 12 *Revenue, Excluding Billable Expenses includes $18.3 million of revenue resulting from the reduction to our provision for claimed indirect costs (see note a below), and $20.0 million of revenue resulting from the impact of the Company's unfavorable ruling from the District of Columbia Court of Appeals (see note e below).


 
13 NON-GAAP FINANCIAL INFORMATION (Unaudited) Three Months Ended March 31, Fiscal Year Ended March 31, Adjusted Net Income Net income attributable to common stockholders $ 127,955 $ (68,422) $ 605,706 $ 271,791 Change in provision for claimed indirect costs (a) — — (18,345) — Acquisition and divestiture costs (b) 2,100 4,148 7,580 44,269 Financing transaction costs (c) — — 820 6,888 Significant acquisition amortization (d) 13,596 15,278 53,897 51,553 DC tax assessment adjustment (e) (20,050) — (20,050) — Legal matter reserve (f) — 226,000 27,453 350,000 Valuation adjustment to cost method investments (h) 5,669 — 5,669 — Gains associated with divestitures or deconsolidation (i) — — — (44,632) Amortization or write-off of debt issuance costs and debt discount 1,067 774 4,017 6,554 Adjustments for tax effect (j) 42,124 (43,871) 52,218 (81,389) Adjusted Net Income $ 172,461 $ 133,907 $ 718,965 $ 605,034 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding $ 130,040,939 $ 132,364,339 $ 130,815,903 $ 132,716,436 Diluted earnings per share $ 0.98 $ (0.52) $ 4.59 $ 2.03 Adjusted Net Income Per Diluted Share (k) $ 1.33 $ 1.01 $ 5.50 $ 4.56 Free Cash Flow Net cash provided by operating activities 143,770 237,148 258,838 602,822 Less: Purchases of property, equipment and software (16,167) (24,732) (66,699) (76,130) Free Cash Flow $ 127,603 $ 212,416 $ 192,139 $ 526,692 Operating cash flow conversion 112 % (347) % 43 % 222 % Free cash flow conversion 74 % 159 % 27 % 87 % 13


 
14 NON-GAAP FINANCIAL INFORMATION (Unaudited) (a) Represents the reduction to our provision for claimed indirect costs recorded during the second quarter of fiscal 2024, which resulted in a corresponding increase to revenue, as a result of the Defense Contract Audit Agency's findings related to its audit of our claimed indirect costs for fiscal 2022. See Note 20, “Commitments and Contingencies,” to the consolidated financial statements in the Company's Form 10-K for the fiscal year ended March 31, 2024 for further information. (b)Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees, primarily associated with the acquisitions of Liberty IT Solutions, LLC (“Liberty”) and Tracepoint Holdings, LLC (“Tracepoint”) in fiscal 2022, and the acquisition of EverWatch Corp. (“EverWatch”) and the divestitures of our management consulting business serving the Middle East and North Africa (“MENA”) and our Managed Threat Services business (“MTS”) in fiscal 2023. See Note 5, “Acquisition and Divestitures,” to the consolidated financial statements in the Company's Form 10-K for the fiscal year ended March 31, 2024 for further information. (c) Reflects expenses associated with debt financing activities incurred during the second quarters of fiscal 2024 and 2023. (d) Amortization expense associated with acquired intangibles from significant acquisitions. Significant acquisitions include acquisitions which the Company considers to be beyond the scope of our normal operations. Significant acquisition amortization includes amortization expense associated with the acquisition of Liberty in the second quarter of fiscal 2022 and EverWatch in the third quarter of fiscal 2023. (e) Reflects the impact (specifically the revenue from recoverable expenses) of the Company's unfavorable ruling from the District of Columbia Court of Appeals related to contested tax assessments from the District of Columbia Office of Tax and Revenue (“DC OTR”). See Note 13, “Income Taxes,”to the consolidated financial statements in the Company's Form 10-K for the fiscal year ended March 31, 2024 for further information. (f) Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 20, “Commitments and Contingencies,”to the consolidated financial statements in the Company's Form 10-K for the fiscal year ended March 31, 2024 for further information. (g) Reflects the combination of Interest expense and Other income, net from the consolidated statement of operations. (h) Represents non-recurring valuation adjustments to the Company's cost method investments, primarily the write-off of one of its investments. (i) Represents the gain recognized on the divestitures of the Company's MENA business in the second quarter of fiscal 2023, its MTS business in the third quarter of fiscal 2023, and the gain on the deconsolidation of an artificial intelligence software platform business in the third quarter of fiscal 2023. (j) Reflects the tax effect of adjustments at an assumed effective tax rate of 26%, which approximates the blended federal and state tax rates, and consistently excludes the impact of other tax credits and incentive benefits realized. The tax effect of certain discrete items is calculated specifically and may vary from the general 26% rate. The tax effect also includes the indirect effects of uncertainty around the application of Section 174 of the Tax Cuts and Jobs Act of 2017 ($(22.0) million for fiscal 2024, and $22.0 million for fiscal 2023), and the impact of the Company's unfavorable ruling from the District of Columbia Court of Appeals related to contested tax assessments from the DC OTR ($42.7 million for the three and twelve months ended March 31, 2024, respectively). See Note 13, “Income Taxes,” (k) Excludes adjustments of approximately $1.1 million and $5.0 million of net earnings for the three and twelve months ended March 31, 2024, respectively, and approximately $0.5 million and $2.1 million of net earnings for the three and twelve months ended March 31, 2023, respectively, associated with the application of the two-class method for computing diluted earnings per share. 14


 
15 NON-GAAP FINANCIAL INFORMATION (Unaudited) (In thousands, except share and per share data) Three Months Ended March 31, 2024 Three Months Ended December 31, 2023 Three Months Ended September 30, 2023 Three Months Ended June 30, 2023 Net income attributable to common stockholders $ 127,955 $ 145,644 $ 170,718 $ 161,388 Income tax expense 91,323 61,740 55,071 39,480 Interest and other, net (a) 45,161 40,174 41,200 33,550 Depreciation and amortization 40,335 41,113 40,907 41,847 EBITDA $ 304,774 $ 288,671 $ 307,896 $ 276,265 Change in provision for claimed indirect costs (b) — — (18,345) — Acquisition and divestiture costs (c) 2,100 1,952 260 3,268 Financing transaction costs (d) — — 820 — DC tax assessment adjustment (e) (20,050) — — — Legal matter reserve (f) — — — 27,453 Adjusted EBITDA $ 286,824 $ 290,623 $ 290,631 $ 306,986 Last 12 months Adjusted EBITDA $ 1,175,064 Total Debt $ 3,411,816 Less: Cash 554,257 Net Debt $ 2,857,559 Net Leverage Ratio (g) 2.4 Three Months Ended March 31, 2023 Three Months Ended December 31, 2022 Three Months Ended September 30, 2022 Three Months Ended June 30, 2022 Net income (loss) attributable to common stockholders $ (68,422) $ 30,997 $ 170,932 $ 138,284 Income tax (benefit) expense (6,552) 10,539 51,258 41,489 Interest and other, net (a) 31,992 17,412 1,882 27,613 Depreciation and amortization 44,284 42,046 39,052 40,102 EBITDA $ 1,302 $ 100,994 $ 263,124 $ 247,488 Acquisition and divestiture costs (c) 4,148 19,096 15,932 5,093 Financing transaction costs (d) — — 6,888 — Legal matter reserve (e) 226,000 — — — Adjusted EBITDA $ 231,450 $ 244,090 $ 285,944 $ 252,581 Last 12 months Adjusted EBITDA $ 1,014,065 Total Debt $ 2,812,145 Less: Cash 404,862 Net Debt $ 2,407,283 Net Leverage Ratio (g) 2.4 15 (a) Reflects the combination of Interest expense and Other income, net from the consolidated statement of operations. (b) Represents the reduction to our provision for claimed indirect costs recorded during the second quarter of fiscal 2024, which resulted in a corresponding increase to revenue, as a result of the Defense Contract Audit Agency's findings related to its audit of our claimed indirect costs for fiscal 2022. See Note 20, “Commitments and Contingencies,” to the consolidated financial statements in the Company's Form 10-K for the fiscal year ended March 31, 2024 for further information. (c) Represents costs associated with the acquisition efforts of the Company related to transactions for which the Company has entered into a letter of intent to acquire a controlling financial interest in the target entity, as well as the divestiture costs incurred in divesting a portion of our business. Acquisition and divestiture costs primarily include costs associated with (i) buy-side and sell-side due diligence activities, (ii) compensation expenses associated with employee retention, and (iii) legal and advisory fees, primarily associated with the acquisitions of Liberty IT Solutions, LLC (“Liberty”) and Tracepoint Holdings, LLC (“Tracepoint”) in fiscal 2022, and the acquisition of EverWatch Corp. (“EverWatch”) and the divestitures of our management consulting business serving the Middle East and North Africa (“MENA”) and our Managed Threat Services business (“MTS”) in fiscal 2023. See Note 5, “Acquisition and Divestitures,” to the consolidated financial statements in the Company's From 10-K for the fiscal year ended March 31, 2024 for further information. (d) Reflects expenses associated with debt financing activities incurred during the second quarters of fiscal 2024 and 2023. (e) Reflects the impact (specifically the revenue from recoverable expenses) of the Company's unfavorable ruling from the District of Columbia Court of Appeals related to contested tax assessments from the District of Columbia Office of Tax and Revenue (“DC OTR”). See Note 13, “Income Taxes,”to the consolidated financial statements in the Company's From 10-K for the fiscal year ended March 31, 2024 for further information. (f)Reserve associated with the U.S. Department of Justice's investigation of the Company. See Note 20, “Commitments and Contingencies,” (g) "Net Leverage Ratio" is calculated as net debt (total debt less cash) divided by Adjusted EBITDA over the prior twelve months.


 
16 FINANCIAL RESULTS – KEY DRIVERS Fourth Quarter Fiscal 2024 – Below is a summary of the key factors driving results for the fiscal 2024 fourth quarter ended March 31, 2024 as compared to the prior year period: • Revenue increased 13.9% to $2.8 billion and Revenue, Excluding Billable Expenses increased 13.7% to $1.9 billion. Revenue growth was primarily driven by strong demand for our services and solutions as well as an increase in headcount to meet that demand. • Operating income (loss) increased to $264.4 million from $(42.9) million, and Adjusted Operating Income increased to $260.1 million from $202.5 million. The increase was primarily driven by the same drivers benefiting revenue growth as well as strong contract-level performance coupled with ongoing cost management efforts. In addition, fiscal 2023 operating income (loss) was negatively impacted by a $226.0 million reserve associated with the U.S. Department of Justice's investigation of the Company recorded in the fourth quarter. The increase in Adjusted Operating Income was driven by the same factors impacting operating income (loss) with the exception of the aforementioned legal matter reserve, which did not impact Adjusted Operating Income. • Net income (loss) and net income (loss) attributable to common stockholders both increased to $128.0 million from $(68.3) million and $(68.4) million, respectively. Adjusted Net Income increased to $172.5 million from $133.9 million . These changes were primarily driven by the same factors as operating income and Adjusted Operating Income. An increase in income tax expense, primarily as a result of increases in state taxes related to an unfavorable ruling received from the District of Columbia Court of Appeals related to contested tax assessments from the District of Columbia Office of Tax and Revenue (“DC OTR”), also had an unfavorable impact on net income. Net income (loss) and Adjusted Net Income were also affected by higher interest expense. • EBITDA increased to $304.8 million from $1.3 million and Adjusted EBITDA increased to $286.8 million from $231.5 million.These changes were due to the same factors as operating income and Adjusted Operating Income, respectively. • Diluted EPS increased to $0.98 from $(0.52) and Adjusted Diluted EPS increased to $1.33 from $1.01. The changes were primarily driven by the same factors as net income and Adjusted Net Income, respectively, as well as a lower share count in the fourth quarter of fiscal 2024.


 
17 FINANCIAL RESULTS – KEY DRIVERS Fiscal year ended March 31, 2024 – Below is a summary of the key factors driving results for the fiscal year 2024 ended March 31, 2024 as compared to the prior year: • Revenue increased 15.2% to $10.7 billion and Revenue, Excluding Billable Expenses increased 14.4% to $7.4 billion. Revenue growth was primarily driven by strong demand for our services and solutions as well as an increase in headcount to meet that demand. • Operating income increased to $1,013.4 million from $446.8 million, and Adjusted Operating Income increased to $1,064.8 million from $899.6 million. The increase was primarily driven by the same drivers benefiting revenue growth as well as strong contract-level performance coupled with ongoing cost management efforts. In addition, fiscal 2023 operating income was negatively impacted by a $350.0 million reserve associated with the U.S. Department of Justice's investigation of the Company. The increase in Adjusted Operating Income was driven by the same factors impacting Operating Income with the exception of the aforementioned legal matter reserve, which did not impact Adjusted Operating Income. • Net income and net income attributable to common stockholders both increased to $605.7 million from $271.2 million and $271.8 million, respectively. Adjusted Net income increased to $719.0 million from $605.0 million. These changes were primarily driven by the same factors as operating income and Adjusted Operating Income. Net income in the prior year was affected by a $31.2 million pre- tax gain from the divestiture of the Company's MENA business, an $8.9 million pre-tax gain from the de-consolidation of an artificial intelligence software platform business, and a $4.6 million pre-tax gain associated with the divestiture of the Company's Managed Threat Services business. In addition, an increase in the provision for income taxes associated with the reversal of an uncertain tax position related to Section 174 of the Tax Cuts and Jobs Act of 2017 had a negative impact on net income, as well as increases in state taxes related to an unfavorable ruling received from the District of Columbia Court of Appeals related to contested tax assessments from the DC OTR. Net income and Adjusted Net Income were also affected by higher interest expense. • EBITDA increased to $1,177.6 million from $612.9 million and Adjusted EBITDA increased to $1,175.1 million from $1,014.1 million These changes were due to the same factors as operating income and Adjusted Operating Income, respectively. • Diluted EPS increased to $4.59 from $2.03 and Adjusted Diluted EPS increased to 5.50 from 4.56. The changes were primarily driven by the same factors as Net Income and Adjusted Net Income, respectively, as well as a lower share count in fiscal 2024. • Net cash provided by operating activities was $258.8 million for the fiscal year ended March 31, 2024, as compared to $602.8 million in the prior year. Free Cash Flow was $192.1 million for the fiscal year ended March 31, 2024, as compared to $526.7 million in the prior year. Fiscal 2024 operating cash was aided by strong collection performance and overall revenue growth but was impacted by a $377.5 million outflow related to the U.S. Department of Justice matter noted above.