Carlyle Group May Buy Major CIA Contractor: Booz Allen Hamilton

The Carlyle Group, one of the world's largest private equity funds, may soon acquire the $2 billion government contracting business of consulting giant Booz Allen Hamilton, one of the biggest suppliers of technology and personnel to the U.S. government's spy agencies. Carlyle manages more than $75 billion in assets and has bought and sold a long string of military contractors since the early 1990s. But in recent years it has significantly reduced its investments in that industry. If it goes ahead with the widely reported plan to buy Booz Allen, it will re-emerge as the owner of one of America's largest private intelligence armies.

Reports of a potential Carlyle acquisition of Booz Allen's government unit began circulating among U.S. military contractors in December 2007, after Booz Allen's senior partners and board members - a group of 300 vice presidents who own the privately-held firm - gathered at company headquarters in McLean, Virginia, for an extraordinary two-day meeting.

According to a December 15 letter to Booz Allen employees from CEO Ralph W. Shrader that was released by the firm, the vice presidents signed off on a "new strategic direction" that would involve separating the company's commercial and government units and operating them as separate companies. That was widely seen, both inside and outside the company, as a sign that a sale of one or both of the units was imminent. Shrader said the company hoped to come to a resolution of the issues involved by March 31, 2008.

In January 2008, major newspapers - each quoting unnamed people close to the situation - reported that discussions between Booz Allen and Carlyle about the sale of the government unit were underway. According to the Wall Street Journal, the deal will be "centered on Booz Allen's influence in defense and intelligence contracting. If an agreement is reached the sale price will likely be around $2 billion."

Christopher Ullman, Carlyle's chief spokesman, could neither confirm nor deny that a deal was in the works, and declined to comment to CorpWatch about the reports. Because of Carlyle's long experience in the defense sector, he added, such companies "would be a priority for us when the price is right and it's the right fit for us." George Farrar, a Booz Allen spokesman, said his company "has refused to discuss particulars of any ongoing discussions" and would not comment beyond what Shrader wrote in his December 15 missive to Booz Allen's workforce.

Who Is Booz Allen Hamilton?

In 2006, Booz Allen Hamilton, a privately held company based in McLean, Virginia, had a global staff of 18,000 and annual revenues of $3.7 billion. Its work for U.S. government agencies accounts for more than 50 percent of its business. Notably Booz Allen is a key adviser and prime contractor to all of the major U.S. intelligence agencies - the Central Intelligence Agency (CIA), the Defense Intelligence Agency (DIA), the National Geospatial-Intelligence Agency (NGA), the National Reconnaissance Office (NRO), the National Security Agency (NSA),  and - as well as the Department of Homeland Security (DHS), the National Counterterrorism Center, the Department of Defense and most of the Pentagon's combatant commands.

On its website, Booz Allen describes its intelligence work as part of
its broader expertise in information technology. "Whether dealing with
homeland security, peacekeeping operations, or the battlefield, success
depend on the ability to collect, safeguard, store, distribute, fuse,
and share information - on getting the right information to the right
place at the right time," it says. "Our security professionals work in
partnership with clients to develop capabilities ... for protecting
information and networks against cyber and physical threats."

That has not always been the case: Booz Allen Hamilton was founded as a management consultancy in 1914 in Chicago by three businessmen whose surnames gave the firm its name. In 1940, after more than three decades of giving advice to top ranking companies in America's manufacturing and service economy, such as Montgomery Ward, Goodyear Tire and the Illinois State Railroad, Booz Allen started working for the U.S. military, where its clients included the Army, the Navy, and, after the war, the Air Force and the Pentagon.

Its initial contracts with the Navy in 1940 set the pace for its military work: as a management consultant, Booz Allen helped the Navy restructure for World War II and permeated its ranks with contractors ("Each Navy bureau had a Booz rep," Investors Daily reported in a 2005 profile of the firm). That relationship served as a template for Booz Allen's later work in intelligence and national security where its personnel worked inside government agencies alongside public employees.

Since the late-1990s, Booz Allen has forged a particularly close relationship with the NSA, the spy agency that monitors global telephone, e-mail and Internet traffic for the U.S. military and political leaders, which hired Booz Allen as its chief outside consultant on Project Groundbreaker. This $4 billion project outsourced the NSA's internal communications and networking systems to a consortium led by Computer Sciences Corporation (CSC) and the IT subsidiary of Northrop Grumman.

Today, among the many services Booz Allen provides to intelligence agencies, according to its Website, are war-gaming - simulated drills in which military and intelligence officials test their response to potential threats like terrorist attacks - as well as data-mining and analysis of imagery and intelligence picked up by U.S. spy satellites, the design of cryptographic, or code-breaking, systems (an NSA specialty) and "outsourcing/privatization strategy and planning." The company's 2007 annual report spells out several other areas of expertise, including "all source analysis," an intelligence specialty managed by the CIA and the Office of the Director of National Intelligence (DNI) that draws on public sources of information, such as foreign newspapers and textbooks, to add texture to data gathered by spies and electronic surveillance.

According to the company's annual report, Booz Allen is also working on one of the most important spy initiatives launched in recent years: the Cryptographic Modernization Program. Air Force General John C. Koziol, the commander of the Air Force Intelligence, Surveillance and Reconnaissance Agency, described this program as an attempt to combine a variety of intelligence technologies to pick up tell-tale signs of chemicals and other substances - into a single electronic package that can be used by combat and special operations commanders to track the enemy.

Booz Allen is a full partner in the project, according to General Koziol, an idea that has been "fully endorsed" by the Director of National Intelligence Michael McConnell, the nation's spy chief  - himself a Booz Allen alumnus (see box).

Revolving Door

To carry out its tasks at the intelligence agencies, Booz Allen has hired a dazzling array of former national security officials and foot-soldiers. In 2002, Information Week reported that Booz Allen had more than 1,000 former intelligence officers on its payroll. In 2007, as this reporter was researching a chapter about Booz Allen for his forthcoming book, he asked the company if it could confirm that number or provide a more accurate one, and received an e-mail reply from spokesman George Farrar: "It is certainly possible, but as a privately held corporation we consider that information to be proprietary and do not disclose."

Buried deep on the company's Web site, however, a much larger number is
confirmed in an explanation of a Booz Allen information technology
contract with the DIA, which carries out intelligence for the Joint
Chiefs of Staff and the Office of the Secretary of Defense. It stated
that the Booz Allen team "employs more than 10,000 TS/SCI cleared
personnel." TS/SCI stands for top secret-sensitive compartmented
intelligence, one of the highest possible security ratings, which would
make Booz Allen one of the largest employers of cleared personnel in
the United States.

Many of these former intelligence officers at Booz Allen, do the same
jobs as they did for the government. For example, Keith Hall, a Booz
Allen vice president initially worked in Army intelligence and on one
of the congressional intelligence committees. In the early 1990s, he
was hired by the CIA to manage budgets and policy development for
then-Director of Central Intelligence Robert Gates. During that time,
he played an instrumental role in creating the National Imagery and
Mapping Agency, which was later renamed the National
Geospatial-Intelligence Agency. During the Clinton administration, Hall
was named Assistant Secretary of the Air Force for space programs and,
simultaneously, director of the NRO, the agency that manages the
nation's military satellite program.

Now, as a Booz Allen executive, Hall leads a "strategic intelligence
initiative" that integrates the company's extensive contracting
activities for the NRO and the NGA. Recently, one of his most important
tasks involved chairing a 2005 homeland security study group that
recommended a major expansion of information and data-sharing between
U.S. spy agencies that work outside the country and domestic law
enforcement, like the Federal Bureau of Investigation (FBI). "The
study's findings have become a road map for the government in making
decisions related to critical information sharing in support of
homeland security," Booz Allen boasts in its 2007 annual report. (See our article, Domestic Spying, Inc.)

Other key executives who came to Booz Allen from the spy agencies include R. James Woolsey, the former director of the CIA, who was hired in 2003 to run Booz Allen's "global resilience" division, which advises corporations on security issues, and Joan A. Dempsey, a career U.S. intelligence official and a former top aide to former CIA Director George Tenet, who was hired in 2005 as a Booz Allen vice president with responsibility to advise the DNI and other key intelligence agencies. (See box for list of other key corporate figures that previously worked in government intelligence agencies.)

It is these senior managers who would most likely benefit from a sale to Carlyle.

Unlike many of its competitors in the intelligence industry, Booz Allen is a privately held company whose shares are owned by its 300 vice presidents of whom "approximately 80 are in government support," Booz Allen's Farrar told CorpWatch. For these vice presidents, Carlyle's infusion of capital, and its $2 billion buyout of their shares, will make them very rich men and women indeed. After all, $2 billion divided by 80 is $25 million; even if Booz Allen's shares were divided equally, which is unlikely, that's an astounding windfall for any executive.

Booz Allen CEO Ralph Shrader

The man most responsible for Booz Allen's growth as an intelligence contractor is Ralph Shrader, who has been running the company as chairman and CEO since 1998. Shrader, an electrical engineer by training, came to Booz Allen in 1974 after serving at senior management levels of two prominent telecommunications companies - Western Union, where he was national director of advanced systems planning, and RCA, where he served in the company's government communications system division. These positions prepared him well for his later work at Booz Allen as a consultant to the telecommunications industry. According to his official biography, he "led major assignments" for the industry as a Booz Allen consultant and was deeply involved in the company's "landmark work for AT&T" when that company was broken up by the government.

In those assignments, Shrader may have been exposed to the telecommunications industry's close ties to U.S. intelligence. During the years he worked for Western Union and RCA, those companies, along with ITT World Communications, were part of a secret surveillance program known as Minaret in which telecommunication companies, with the concurrence of a handful of high-ranking executives, handed over to the NSA information on all incoming and outgoing U.S. telephone calls and telegrams - an early version of the NSA's warrantless surveillance program launched by the Bush administration after the September 11th attacks. Minaret, and the involvement of the private companies in NSA spying, was exposed by the congressional committees investigating intelligence abuse in the mid-1970s, and was the inspiration behind the 1978 Foreign Intelligence Surveillance Act (FISA), which set the rules - including the important requirement for warrants - for domestic surveillance of telephone traffic.

None of this is alluded to in Booz Allen's official literature, of course; but Shrader, upon his appointment as CEO in 1998, mentioned in a rare press interview (with the Financial Times) that the most relevant background for his new position of chief executive was his experience working for telecommunications clients and doing classified military work for the U.S. government - "something of a Booz specialty," the FT pointed out.

Booz Allen adds on its website that Shrader, as CEO, has also "led important programs for the U.S. National Communications System and the Defense Information Systems Agency," two of the most important classified intelligence networks in use by the federal government. Under Shrader, Booz Allen also became the NSA's most important outside consultant, culminating in its advisory role in Project Groundbreaker. That project, which awarded its first contracts in the summer of 2001, put Booz Allen in a prime position to capture NSA and other intelligence work in the aftermath of the September 11th attacks, when intelligence budgets, and NSA surveillance, increased substantially.

"War on Terror" Contracts

After September 11th, 2001, by Booz Allen's own account, the firm helped the government reshape its spying capabilities to match the new era of counterinsurgencies and terrorist threats. "The nature of intelligence changed dramatically in the wake of 9/11," Christopher Ling, a Booz Allen vice president, explains in the company's most recent annual report. "An entire analytic production system geared to detect large-scale cold war adversarial capabilities was suddenly required to transform." At Booz Allen, he added, "We are finding innovative ways to integrate intelligence and operations, enabled by advanced visualization and data management capabilities, which has allowed us to pioneer tactics, techniques, and procedures."

In addition to serving as a prime contractor on Admiral John Poindexter's controversial Total Information Awareness project (see box), Booz Allen was active on both the military and economic fronts on the "war on terror." For the Pentagon, it helped develop the "blue force" tracking system that allows soldiers and commanders in Iraq and other battlegrounds the ability to electronically identify friendly troops. And in the weeks leading up to the invasion of Iraq, Booz Allen sponsored and organized several conferences aimed at helping U.S. corporations secure contracts in occupied Baghdad, with former CIA director Woolsey, one of the most ardent backers of the war, as a keynote speaker.

Under Shrader's leadership, Booz Allen played an instrumental role after September 11th in proselytizing for a greater corporate role in national and homeland security. This was important, the Booz Allen CEO said at a CEO summit he organized in 2002, because "business leaders cannot opt out of geopolitics and leave the job of security solely to government and the military."

Deepening the corporate alliance with the Bush administration and its war on terror also had significant advantages for Booz Allen and its fellow corporations: on one hand, it drastically increased their contracts with military and intelligence agencies; and on the other, homeland security provided a convenient excuse for reducing government oversight and regulation. These dual interests were spelled out in unusual detail in 2004 by Richard Wilhelm, a former CIA and NSA officer who once served as national security adviser to former Vice President Al Gore and now leads Booz Allen's business with the CIA and the Office of the DNI.

Speaking to a conference on information-sharing and counterterrorism, Wilhelm explained that the "right mix of policies" for business should include a wide range of "incentives" and "cooperative arrangements," including "appropriate protections from Freedom of Information Act requirements and other unintended consequences of more open information sharing." Government, he argued, should "help make the business case, and then sweeten it - because industry will share information when there is a business case to do so." In other words, corporations were happy to participate in the exchange of information about terrorism and other security threats, but only if there were enough rewards. And for Booz Allen, those rewards have been sweet indeed, as a short list of their recent unclassified contracts attests. They include:

•    A $6.3 million contract to provide research on 3-D facial recognition biometric software for the Information Assurance Technical Analysis Center at Offut Air Force Base in Nebraska, awarded in 2008.

•    A $48 million contract with the U.S. Air Force to conduct research on "survivability and lethality implications" of an Air Force vehicle program, awarded in 2008.

•    In a partnership with CACI International, EDS, Lockheed Martin, SAIC and SRA, the right to bid on $12.2 billion worth of contracts for telecom and IT services for the Defense Information Systems Agency (DISA), awarded in 2007.

•    Participation in a consortium of seven companies that will bid on up to $20 billion worth of work in Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance - a mouthful of a term usually referred to as C4ISR - for the Army's Communications Electronics Command, which is based in Fort Monmouth, New Jersey, awarded in 2006.

•    A five-year, $25o million contract to provide "systems engineering technical assistance" to the Science and Technology Directorate of the Department of Homeland Security, signed in 2005.

Little Congressional Scrutiny?

In spite of its tremendous power as a contractor, Booz Allen has received very little criticism or even scrutiny from the U.S. Congress. In January 2007, the Senate had a rare opportunity to inquire about the company when it held hearings on Michael McConnell's nomination as Director of National Intelligence (see box). Prior to the hearing, several senators said they would question McConnell about Booz Allen's role as a contractor; but the hearing was a desultory affair, and few questions were asked of the new DNI about the high level of contracting among the spy agencies or the specific role of Booz Allen.

A month later, a Booz Allen contract with the Department of Homeland Security came under close scrutiny in the House. In February 2007, Henry Waxman, a Democratic Congressman from California, the chairman of the House Committee on Government Oversight and Reform, charged that Booz Allen had a significant conflict of interest over its contract to oversee an $8 billion contract with the DHS Secure Border Initiative known as SBI-Net. Under the contract, Boeing and other companies will build a "virtual fence" of cameras, radar and sensors that will transmit imagery and data to border patrol agents working along the U.S. borders with Canada and Mexico. (See CorpWatch's "Fencing the Border".)

The conflict arose, said Waxman, because Booz Allen had long-standing business partnerships with Boeing, the prime contractor for SBI-Net, and could therefore not provide objective oversight of the program. At the hearing, Waxman pointed out to DHS officials that they had hired 98 people to oversee the SBI-Net contract. "But the problem is that 65 of these people don't work for the government. They work for the contractor," he said. "You're relying on them to do the function that a government ordinarily would do." DHS officials responded that Booz Allen had been hired for advice, not for oversight.

Waxman's criticism could be made of a myriad of contracts Booz Allen holds with intelligence agencies. At the NSA, for example, it has advised the agency about several contracts that involve companies that Booz Allen has close business ties with. That is also true at the NRO, the NGA and the CIA. So far, however, no reports of conflicts of interest have emerged from Congress, which in any case exercises little oversight over intelligence contracts.

In another damaging report issued in 2007, the General Accounting
Office, the audit arm of the U.S. Congress, found that the Department
of Homeland Security was spending nearly $16 billion a year on goods
and services from the private sector, making it the third-largest
employer of contractors in the federal government. Among the
beneficiaries of DHS' spending was Booz Allen Hamilton, which in 2006
was awarded a $43 million no-bid contract to provide services to the
DHS intelligence unit. Upon reading the $16 billion DHS figures in the
GAO report, Joseph Lieberman, an independent U.S. senator from
Connecticut, angrily commented: "plainly put, we need to know who is in
charge at DHS - its managers and workers, or the contractors."

The Washington Post later found that Booz Allen's
no-bid intelligence contract with DHS had ballooned in value from $2
million in 2003 to over $30 million in 2006 - 15 times its original
value. When DHS lawyers first examined the Booz Allen deal, the Post
said, they found it was "grossly beyond the scope" of the original
contract and had violated government procurement rules. An open
competition was ordered by DHS lawyers, but delayed for a year. During
that time, the Post said, "the payments to Booz Allen more than doubled
again under a second no-bid arrangement, to $73 million."

Union Protests

So far, the only public criticism of
the potential Carlyle-Booz Allen deal has come from the Service
Employees International Union (SEIU), one of the country's largest
labor unions. Last year, the union launched a blistering attack on
Carlyle and the private equity industry in a widely distributed report
called "Behind the Buyouts: Inside the World of Private Equity." The
gist of the report was that Carlyle, Kohlberg, Kravis, Roberts (KKR)
and other large private equity funds were undermining the U.S. economy
by avoiding taxes and creating "harsh consequences," such as layoffs,
for workers and communities. In late 2007, when Carlyle acquired the
assets of Manor Care, a chain of nursing homes where the SEIU is trying
to organize workers, the union stepped up its campaign.

In January 2008, after rumors of a Carlyle takeover of Booz Allen surfaced in the press, SEIU issued a blistering press release denouncing the potential deal. The union's criticism of the proposed acquisition didn't focus on Booz Allen's role in intelligence outsourcing but on Carlyle's ties with the Mubadala Development fund of the Government of Abu Dhabi. In 2007, that fund paid $1.35 billion to buy a 7.5 percent ownership stake in Carlyle's general partnership.

As a result of that investment, the SEIU charged, Carlyle was risking national security. "The potential for a Carlyle Group-Booz Allen buyout demands urgency on the part of lawmakers and regulators to examine the risks faced by the U.S. when foreign governments potentially have access to classified and other sensitive national security information through their stake in U.S. companies," the union declared in a press release. In an interview with CorpWatch, Stephen Lerner, the director of SEIU's Private Equity Project, said the union launched this nationalist campaign out of concern that classified information from Booz Allen could leak into the hands of the Abu Dhabi fund, thus compromising U.S. security interests.

"When you combine buyout firms, which have much less reporting requirements because they are private, with opaque sovereign wealth funds, you get a toxic stew of secrecy," he said. Asked how or why Booz Allen executives might leak classified information to a foreign government, he replied: "The point is, you have no way of knowing if they would or wouldn't." He added that, while the SEIU has not taken a position on Booz Allen's extensive role in intelligence outsourcing, the issue of "government jobs being done by private contractors" might emerge in the future for the union.

(The SEIU does not mention in its material that the California Public Employees Retirement System, the pension fund for California state retirees where the SEIU has significant influence, owns five percent of the Carlyle Group - see box.)

Carlyle's Ullman, who recently discussed the union campaign with SEIU president Andrew Stern during a conference on private equity, rejected the SEIU's claims. The charges that the Abu Dhabi investment could jeopardize national security "is really an obscene allegation," he said. Ullman added that the Abu Dhabi fund was a "passive investor" in Carlyle and would have no role in the management of Carlyle companies. "Carlyle's portfolio companies have a pristine track record in handling sensitive government data," he said. "Giving top secret and classified data to foreign governments is known as treason, and is punishable by jail and worse. That would be a fairly strong impediment" to leaks.

In any case, there is virtually no evidence to suggest that any US intelligence contractor has leaked classified information, and it's unlikely the union's allegations will be a factor if the Carlyle Group does decide to acquire Booz Allen Hamilton.

Tim Shorrock's book on the outsourcing of U.S. intelligence, Spies for Hire, will be published in May by Simon & Schuster.

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