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What changed in Booz Allen Hamilton Holding Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Booz Allen Hamilton Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+440 added−575 removedSource: 10-K (2025-05-23) vs 10-K (2024-05-24)

Top changes in Booz Allen Hamilton Holding Corp's 2025 10-K

440 paragraphs added · 575 removed · 338 edited across 3 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

33 edited+6 added−18 removed3 unchanged
Biggest changeOn May 20, 2024, the parties filed a joint stipulation for the voluntary dismissal without prejudice of the action, and the court so ordered the joint stipulation. Item 4 . Mine Safety Disclosures . None. Information about our Executive Officers. The following table sets forth information about our executive officers as of the date hereof: Name Age Position Horacio D.
Biggest changeThe following table sets forth information about our executive officers as of the date hereof: Name Age Position Horacio D. Rozanski 57 Chairman, Chief Executive Officer and President Matthew A.
We have provided information about these legal proceedings and investigations in Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount.
We have provided information about these legal proceedings and investigations in Note 19, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount.
This graph assumes an initial investment of $100 on March 31, 2019 in our Class A Common Stock, the Russell 1000 Index, and the S&P Software & Services Select Industry Index and assumes the reinvestment of dividends, if any. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
This graph assumes an initial investment of $100 on March 31, 2020 in our Class A Common Stock, the Russell 1000 Index, and the S&P Software & Services Select Industry Index and assumes the reinvestment of dividends, if any. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 3. Legal Proceedings. The Company is involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes, compliance with various laws and regulations, and other business matters.
Item 3. Legal Proceedings. The Company is involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with customers and contractors, intellectual property disputes, compliance with various laws and regulations, and other business matters.
Kristine Martin Anderson is an Executive Vice President and Chief Operating Officer. Ms. Anderson joined Booz Allen in 2006, and has held a variety of leadership roles. Prior to becoming Chief Operating Officer in May 2022, Ms.
Kristine Martin Anderson is an Executive Vice President at Booz Allen and our Chief Operating Officer. Ms. Anderson joined Booz Allen in 2006, and has held a variety of leadership roles. Prior to becoming Chief Operating Officer in May 2022, Ms.
Dotson led the Company's Finance, Economic Development, and Energy business from 2014 to 2017, the Joint Combatant Command business from 2017 to 2020, and she served as President for the Company’s National Security sector from 2020 to July 2022.
Dotson led the Company's Finance, Economic Development, and Energy business from 2014 to 2017, the Joint Combatant Command business from 2017 to 2020, and she served as President for the Company’s National Security sector from 2020 to July 2022. Prior to her current role, Ms.
Use of Proceeds from Registered Securities None. 48 Table of Contents Performance The graph set forth below compares the cumulative shareholder return on our Class A Common Stock between March 31, 2019 and March 31, 2024, to the cumulative return of (i) the Russell 1000 Index and (ii) S&P Software & Services Select Industry Index over the same period.
Use of Proceeds from Registered Securities None. 40 Table of Contents Performance The graph set forth below compares the cumulative stockholder return on our Class A Common Stock between March 31, 2020 and March 31, 2025, to the cumulative return of (i) the Russell 1000 Index and (ii) S&P Software & Services Select Industry Index over the same period.
He is also a member of the Business Roundtable, the United States Holocaust Memorial Museum’s Committee on Conscience, Defense Advisory Committee on Diversity and Inclusion, and Vice Chair of the Kennedy Center Corporate Fund Board. Matthew A. Calderone is an Executive Vice President at Booz Allen and our Chief Financial Officer. Mr.
He is also a member of the Business Roundtable, the Economic Club of Washington, D.C, and the United States Holocaust Memorial Museum’s Committee on Conscience, and Vice Chair of the Kennedy Center Corporate Fund Board. Matthew A. Calderone is an Executive Vice President at Booz Allen and our Chief Financial Officer. Mr.
Crowe joined Booz Allen in 2004 and previously was the Company's Chief Growth Officer from April 2021 to May 2022, where he built a best-in-class business development organization aligned to the Company's business strategy and growth. Prior to that role, Mr. Crowe led the Company's Health business from 2018 to 2021. Mr.
Crowe joined Booz Allen in 2004 and prior to becoming President for the Company's Civil sector in June 2022, was the Company's Chief Growth Officer from April 2021 to May 2022, where he built a best-in-class business development organization aligned to the Company's business strategy and growth. Prior to that role, Mr.
Rozanski currently serves as Chairman of the board of directors for Children’s National Hospital and is a member of the board of directors at Marriott International, Inc. (NASDAQ: MAR), CARE USA, and the Economic Club of Washington, D.C.
Rozanski currently serves as Chairman of the board of directors for Children’s National Hospital and is a member of the board of directors at Marriott International, Inc. (NASDAQ: MAR).
Item 6 . Reserved. 49 Table of Contents
Item 6 . Reserved. 41 Table of Contents
He joined Booz Allen in 1992 as a consultant to commercial clients, was elected Vice President in 1999, and served as our Chief Personnel Officer, Chief Strategy and Talent Officer, Chief Operating Officer, and President before becoming Chief Executive Officer in 2015. He also is a member of our Board. Mr.
He joined Booz Allen in 1992 as a consultant to commercial customers, was elected Vice President in 1999, and served as our Chief Personnel Officer, Chief Strategy and Talent Officer, Chief Operating Officer, and President before becoming Chief Executive Officer in 2015. Mr. Rozanski became Chairman of our Board of Directors in July 2024. Mr.
Crowe has more than 30 years of strategy development and technology delivery experience. Prior to joining Booz Allen, Mr. Crowe was the chief technical officer at PlasmaSol Corp. 46 Table of Contents Judith Dotson is an Executive Vice President at Booz Allen and President for the Company's Global Defense sector. Ms.
Crowe led the Company's Health business from 2018 to 2021. Mr. Crowe has more than 30 years of strategy development and technology delivery experience. Prior to joining Booz Allen, Mr. Crowe was the chief technical officer at PlasmaSol Corp. Andrea Inserra is an Executive Vice President at Booz Allen and President for the Company's Global Defense sector.
Any future dividends declared will be at the discretion of the Board and will depend, among other factors, upon our earnings, liquidity, financial condition, alternate capital allocation opportunities, or any other factors the Board deems relevant. On May 24, 2024, the Company announced that the Board had declared a quarterly cash dividend of $0.51 per share.
Any future dividends declared will be at the discretion of the Board of Directors and will depend, among other factors, upon our earnings, liquidity, financial condition, alternate capital allocation opportunities, or any other factors the Board of Directors deems relevant.
ASSUMES $100 INVESTED ON MARCH 31, 2019 ASSUMES DIVIDEND REINVESTED Company/Market/Peer Group 3/31/2019 3/31/2020 3/31/2021 3/31/2022 3/31/2023 3/31/2024 Booz Allen Hamilton Holding Corp. $ 100.00 $ 119.77 $ 142.70 $ 158.56 $ 170.45 $ 277.16 Russell 1000 Index $ 100.00 $ 91.97 $ 147.70 $ 167.30 $ 153.26 $ 199.03 S&P Software & Services Select Industry Index $ 100.00 $ 87.72 $ 168.81 $ 158.61 $ 133.10 $ 168.69 This performance graph and other information furnished under this Part II Item 5 of this Annual Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
ASSUMES $100 INVESTED ON MARCH 31, 2020 ASSUMES DIVIDEND REINVESTED Company/Market/Peer Group 3/31/2020 3/31/2021 3/31/2022 3/31/2023 3/31/2024 3/31/2025 Booz Allen Hamilton Holding Corp. $ 100.00 $ 119.14 $ 132.39 $ 142.31 $ 231.41 $ 165.46 Russell 1000 Index $ 100.00 $ 160.59 $ 181.90 $ 166.63 $ 216.40 $ 233.32 S&P Software & Services Select Industry Index $ 100.00 $ 192.44 $ 180.81 $ 151.73 $ 192.30 $ 197.91 This performance graph and other information furnished under this Part II Item 5 of this Annual Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Dividends The Company plans to continue paying recurring dividends in the future and assessing its excess cash resources to determine the best way to utilize its excess cash flow to meet its objectives.
Our Class A Common Stock is listed on the New York Stock Exchange under the ticker symbol “BAH”. Dividends The Company plans to continue paying recurring dividends in the future and assessing its excess cash resources to determine the best way to utilize its excess cash flow to meet its objectives.
Anderson served as President for the Company's Civil sector from April 2018 to May 2022, and led the Company’s civil health business from 2015 to 2018. Under Ms. Anderson’s leadership, the Civil Sector and health business were the highest performing businesses in Booz Allen. Prior to joining Booz Allen, Ms.
Anderson served as President for the Company's Civil sector from April 2018 to May 2022, and led the Company’s civil health business from 2015 to 2018. Prior to joining Booz Allen, Ms. Anderson was Vice President for Operations and Strategy at CareScience, a health care software solutions company.
From 2016 to 2020, Mr. Calderone led the Company’s strategic finance and Forecasting, Planning and Analysis (FP&A) functions. In addition, in 2014, Mr. Calderone built the Company’s corporate development team. Mr. Calderone holds a B.A. in economics from the University of Maryland and an M.B.A. from the Yale School of Management.
From 2016 to 2020, Mr. Calderone led the Company’s strategic finance and Forecasting, Planning and Analysis (FP&A) functions. In addition, in 2014, Mr. Calderone built the Company’s corporate development team. He is also a member of the Board of Directors for the Boys and Girls Clubs of Greater Washington.
Rozanski 56 President and Chief Executive Officer Matthew A. Calderone 52 Executive Vice President and Chief Financial Officer Kristine Martin Anderson 55 Executive Vice President and Chief Operating Officer Richard Crowe 56 Executive Vice President Judith Dotson 60 Executive Vice President Thomas Pfeifer 64 Executive Vice President Nancy J. Laben 62 Executive Vice President and Chief Legal Officer Susan L.
Calderone 53 Executive Vice President and Chief Financial Officer Kristine Martin Anderson 56 Executive Vice President and Chief Operating Officer Richard Crowe 57 Executive Vice President Andrea Inserra 55 Executive Vice President Thomas Pfeifer 65 Executive Vice President Nancy J.
Dotson joined Booz Allen in 1989 and became a Senior Vice President in 2004. Prior to assuming her current role in August 2022, Ms.
Judith Dotson is an Executive Vice President at Booz Allen. Ms. Dotson joined Booz Allen in 1989 and became a Senior Vice President in 2004. Ms.
She also served as the Secretary of the Company until August 2019. Ms. Laben joined Booz Allen in September 2013. She oversees the Legal functions, Ethics & Compliance, and Corporate Affairs. Before joining our Company, Ms. Laben served as General Counsel of AECOM Technology Corporation from 2010 to 2013, where she was responsible for all legal support.
Laben is an Executive Vice President at Booz Allen and our Chief Legal Officer. She also served as the Secretary of the Company until August 2019. Ms. Laben joined Booz Allen in September 2013. She oversees the Legal, Ethics & Compliance, and Reputation and Impact functions of the Company. Before joining our Company, Ms.
He is a member of the Institute of Navigation (ION), the Institute of Electrical and Electronic Engineering (IEEE) Computer Society, the American Society for Quality (ASQ), and the Armed Forces Communications and Electronics Association (AFCEA). Nancy J. Laben is an Executive Vice President at Booz Allen and our Chief Legal Officer.
Pfeifer holds a master’s degree in computer systems management and a bachelor’s degree in economics, both from the University of Maryland. He is a member of the Institute of Navigation (ION), the Institute of Electrical and Electronic Engineering (IEEE) Computer Society, the American S ociety for Quality (ASQ), and the Armed Forces Communications and Electronics Association (AFCEA). Nancy J.
Market Information Our Class A Common Stock began trading on the New York Stock Exchange on November 17, 2010. On May 14, 2024, there were 434,838 beneficial holders of our Class A Common Stock. Our Class A Common Stock is listed on the New York Stock Exchange under the ticker symbol “BAH”.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A Common Stock began trading on the New York Stock Exchange on November 17, 2010. On May 16, 2025, there were 348,833 beneficial holders of our Class A Common Stock.
Payment of the dividend will be made on June 28, 2024 to stockholders of record at the close of business on June 13, 2024. Recent Sales of Unregistered Securities None.
On May 23, 2025, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.55 per share. Payment of the dividend will be made on June 27, 2025 to stockholders of record at the close of business on June 11, 2025. Recent Sales of Unregistered Securities None.
The share repurchase program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice.
A special committee of the Board of Directors was appointed to evaluate market conditions and other relevant factors and initiate repurchases under the program from time to time. The share repurchase program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice.
Pfeifer led several business units focused on defense military intelligence, space, national agencies, the Air Force, and NASA, where he focused on evolving the businesses closer to the mission. Mr. Pfeifer holds a master’s degree in computer systems management and a bachelor’s degree in economics, both from the University of Maryland.
Pfeifer joined Booz Allen in 1989 and has over 40 years of industry experience. Prior to becoming President for the Company's National Security sector in August 2022, Mr. Pfeifer led several business units focused on defense military intelligence, space, national agencies, the Air Force, and NASA, where he focused on evolving the businesses closer to the mission. Mr.
Prior to joining AECOM Technology Corporation, Ms. Laben served as Deputy General Counsel at Accenture plc beginning in 1989. Prior to joining Accenture, Ms. Laben served in the law department at IBM Corporation. Susan L. Penfield is an Executive Vice President at Booz Allen and our Chief Technology Officer, and leads our Strategic Innovation Group.
Laben served as General Counsel of AECOM Technology Corporation from 2010 to 2013, where she was responsible for all legal support. Prior to joining AECOM Technology Corporation, Ms. Laben served as Deputy General Counsel at Accenture plc beginning in 1989. Prior to joining Accenture, Ms. Laben served in the law department at IBM Corporation.
Previously, she led the Company's Enterprise Integration Capability Development Team, the Defense System Development Capability Team, and the Environment & Energy Technology Team. Ms. Dotson previously served on the board of directors for the Nature Generation, a not-for-profit that inspires and empowers environmental stewardship in youth.
Dotson served as an Executive Vice President and President for the Company's Global Defense sector from August 2022 to March 2025. Previously, she led the Company's Enterprise Integration Capability Development Team, the Defense System Development Capability Team, and the Environment & Energy Technology Team. Ms.
Penfield 62 Executive Vice President and Chief Technology Officer Horacio D. Rozanski is our President and Chief Executive Officer. A respected authority and leader in the consulting industry, Mr. Rozanski has expertise in business strategy, technology and operations, talent and diversity, and the future of consulting.
Rozanski is our Chairman, Chief Executive Officer and President. A respected business leader, Mr. Rozanski led the transformation of the Company into an advanced technology provider.
Issuer Purchases of Equity Securities The following table presents the share repurchase activity for each of the three months in the quarter ended March 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) January 2024 197,225 $126.76 197,225 $ 558,173,062 February 2024 348,126 $143.63 348,126 $ 508,173,151 March 2024 169,454 $147.45 169,454 $ 483,187,683 Total 714,805 714,805 (1) On December 12, 2011, the Board approved a share repurchase program, which was most recently increased by $525.0 million to $3,085.0 million on May 22, 2024.
Issuer Purchases of Equity Securities The following table presents the share repurchase activity for each of the three months in the quarter ended March 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions) January 2025 470,106 $130.35 460,189 $ 995 February 2025 1,774,220 $118.36 1,774,220 $ 785 March 2025 518,148 $106.80 371,475 $ 745 Total 2,762,474 2,605,884 (1) The total number of shares purchased includes shares surrendered to satisfy minimum statutory tax withholding obligations related to the vesting of stock awards.
As of March 31, 2024, there were no material amounts accrued in the consolidated financial statements related to these proceedings. See Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K for amounts accrued in the consolidated financial statements related to legal proceedings as of March 31, 2023.
As of both March 31, 2025 and March 31, 2024, there were no material amounts accrued in the consolidated financial statements related to these proceedings. Item 4 . Mine Safety Disclosures . None. 37 Table of Contents Information about our Executive Officers.
As of March 31, 2024, the Company had approximately $483.2 million remaining under the repurchase program. A special committee of the Board was appointed to evaluate market conditions and other relevant factors and initiate repurchases under the program from time to time.
(2) On December 12, 2011, the Board of Directors initially approved a share repurchase program, which was subsequently increased from time to time, and most recently increased by $500 million to $3,585 million on January 28, 2025. As of March 31, 2025, the Company had approximately $745 million remaining under the repurchase program.
Anderson was Vice President for Operations and Strategy at CareScience, a health care software solutions company. Ms. Anderson holds a B.A. in neurobiology from the University of Pennsylvania and an M.B.A. from The Wharton School of Business. Richard Crowe is an Executive Vice President and President for the Company's Civil sector. Mr.
Richard Crowe is an Executive Vice President at Booz Allen and President for the Company's Civil sector. Mr.
Removed
On June 19, 2017, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of Virginia styled Langley v.
Added
Laben (1) 63 Executive Vice President and Chief Legal Officer Judith Dotson (2) 61 Executive Vice President Dennis Metzfield 45 Vice President, Controller and Chief Accounting Officer (1) Ms. Laben is currently taking a personal leave of absence. (2) As previously disclosed, Ms. Dotson will retire from the Company on June 30, 2025. Horacio D.
Removed
Booz Allen Hamilton Holding Corp., No. 17-cv-00696 (“Langley”) naming the Company, its Chief Executive Officer, and its former Chief Financial Officer as defendants purportedly on behalf of all purchasers of the Company’s securities from May 19, 2016 through June 15, 2017.
Added
Prior to becoming President for the Company's Global Defense sector in April 2025, Ms. Inserra served as an Executive Vice President and market leader for Booz Allen’s aerospace business, serving customers in the U.S. Air Force, Space Force, and NASA. Ms.
Removed
On September 5, 2017, the court named two lead plaintiffs, and on October 20, 2017, the lead plaintiffs filed a consolidated amended complaint.
Added
Inserra has over 26 years of experience at Booz Allen, and previously led the operations and strategy team for Booz Allen’s defense and commercial businesses and was a leader in our military and civil health businesses. Ms. Inserra serves on the board of directors for the Armed Services YMCA and Haskell. Previously, Ms.
Removed
The complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by the Company purporting to relate to matters that were the subject of the investigation of the Company by the U.S. Department of Justice (“DOJ”), which has been closed or settled.
Added
Inserra served on the boards of the Association of Military Surgeons of the United States and the Catholic University of America School of Engineering. 38 Table of Contents Thomas Pfeifer is an Executive Vice President at Booz Allen and President for the Company's National Security sector. Mr.
Removed
See Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K. Motions to dismiss were argued on January 12, 2018, and on February 8, 2018, the court dismissed the amended complaint in its entirety without prejudice.
Added
Dotson previously served on the board of directors for the Nature Generation, a not-for-profit that inspires and empowers environmental stewardship in youth. Dennis Metzfield is a Vice President at Booz Allen and our Controller and Chief Accounting Officer since February 2025. Mr. Metzfield joined the Company in November 2024 as Vice President and Controller.
Removed
On September 22, 2023, plaintiffs filed a motion for leave to amend the dismissed amended complaint or, in the alternative, for relief from the court’s prior dismissal order, and on October 16, 2023, the court denied plaintiffs’ motion.
Added
Prior to joining the Company, he spent 7 years at Huntington Ingalls Industries (NYSE: HII), where he most recently served as the Corporate Assistant Controller. Prior to joining Huntington Ingalls Industries, Mr. Metzfield served as a Senior Manager in Deloitte’s accounting advisory practice. 39 Table of Contents PART II Item 5 .
Removed
On November 15, 2023, plaintiffs filed with the United States Court of Appeals for the Fourth Circuit a notice of appeal from the district court’s denial of plaintiffs’ motion.
Removed
On April 22, 2024, plaintiffs filed a motion for the voluntary dismissal with prejudice of the appeal, and on April 23, 2024, the court granted plaintiffs’ motion. 45 Table of Contents On November 13, 2017, a Verified Shareholder Derivative Complaint was filed in the United States District Court for the District of Delaware styled Celine Thum v.
Removed
Rozanski et al., C.A. No. 17-cv-01638, naming the Company as a nominal defendant and numerous current and former officers and directors as defendants.
Removed
The complaint asserted claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act, purportedly relating to matters that were the subject of the investigation of the Company by the DOJ, which has been closed or settled.
Removed
See Note 20 , “ Commitments and Contingencies ,” to the consolidated financial statements contained within this Annual Report on Form 10-K. The parties stipulated to a stay of proceedings pending the outcome of Langley, which the court so ordered on January 24, 2018.
Removed
On December 12, 2019, the court ordered that the stay remain in effect and ordered the parties to submit periodic status reports.
Removed
Starting on May 27, 2020, the parties submitted periodic status reports as ordered by the court stating that the plaintiff believed the stay should remain in effect and the defendants did not object to the stay remaining in effect.
Removed
Thomas Pfeifer is an Executive Vice President at Booz Allen and President for the Company's National Security sector since August 2022. Mr. Pfeifer joined our Company in 1989 and has over 40 years of industry experience. Prior to his current role, Mr.
Removed
Prior to her role as Chief Technology Officer, she served as our Chief Innovation Officer. Ms. Penfield joined Booz Allen in 1994. She has over 25 years of strategy, technology, marketing, and solutions delivery experience. Prior to joining the Strategic Innovation Group, Ms.
Removed
Penfield led the Company's Health business, where she drove technology and transformation initiatives across the federal, commercial, and non-profit health space.
Removed
She serves as Chair of the board of directors of the Children's Inn at the National Institutes of Health, and also on the boards of directors of Seed Spot Inc., the Northern Virginia Technology Council, and the American Cancer Society Cancer Action Network. Ms.
Removed
Penfield is a member of the National Association for Female Executives (NAFE), and was recognized by NAFE as its 2015 Digital Trailblazer. 47 Table of Contents PART II Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+46 added−122 removed35 unchanged
Biggest changeRevenue, 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, and Free Cash Flow are not recognized measurements under accounting principles generally accepted in the United States, or GAAP, and when analyzing our 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 to Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses, Adjusted Net Income and Adjusted Diluted Earnings Per Share, and net cash provided by operating activities to Free Cash Flow, (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 or diluted EPS, as measures of operating results, each as defined under GAAP and (iii) use Free Cash Flow 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.
Biggest changeRevenue, Excluding Billable Expenses, EBITDA and Adjusted EBITDA are not recognized measurements under accounting principles generally accepted in the United States (“GAAP”) and when analyzing our performance, investors should (i) evaluate each adjustment in our reconciliation of revenue to Revenue, Excluding Billable Expenses , net income to EBITDA and Adjusted EBITDA, and (ii) use Revenue, Excluding Billable Expenses, EBITDA and Adjusted EBITDA in addition to, and not as an alternative to, revenue and net income, as measures of operating results, each as defined under GAAP.
Any determination to pursue one or more of the above alternative uses for excess cash is subject to the discretion of our Board, and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law, our contracts, and our Credit Agreement, as amended, and other factors deemed relevant by our Board.
Any determination to pursue one or more of the above alternative uses for excess cash is subject to the discretion of our Board of Directors, and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law, our contracts, and our Credit Agreement, as amended, and other factors deemed relevant by our Board of Directors.
The primary risks that could affect our ability to recognize such revenue on a timely basis or at all are: program schedule changes, contract modifications, and our ability to assimilate and deploy new client staff against funded backlog; cost-cutting initiatives and other efforts to reduce U.S. government spending, which could reduce or delay funding for orders for services; and 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.
The primary risks that could affect our ability to recognize such revenue on a timely basis or at all are: program schedule changes, contract modifications, and our ability to assimilate and deploy new customer staff against funded backlog; cost-cutting initiatives and other efforts to reduce U.S. government spending, which could reduce or delay funding for orders for services; and 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.
Such audits may result in, and have historically resulted in, the Company’s inability to retain certain claimed indirect costs, including executive and employee compensation, due to differing views of the allowability and reasonableness of such costs.
Such audits may result in, and have historically resulted in, the Company’s inability to retain certain claimed costs, including executive and employee compensation, due to differing views of the allowability and reasonableness of such costs.
You should read this discussion in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Annual Report, and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended March 31, 2023, which provides additional information on comparisons of fiscal 2023 and 2022.
You should read this discussion in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Annual Report, and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended March 31, 2024, which provides additional information on comparisons of fiscal 2024 and 2023.
Sources of Revenue Substantially all of our revenue is derived from services provided under contracts and task orders with the U.S. government, primarily by our client staff and, to a lesser extent, our subcontractors. Funding for our contracts and task orders is generally linked to trends in budgets and spending across various U.S. government agencies and departments.
Sources of Revenue Substantially all of our revenue is derived from services provided under contracts and task orders with the U.S. government, primarily by our customer staff and, to a lesser extent, our subcontractors. Funding for our contracts and task orders is generally linked to trends in budgets and spending across various U.S. government agencies and departments.
Our backlog includes orders under contracts that in some cases extend for several years. The U.S. Congress generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete.
Our backlog includes orders under contracts that in some cases extend for several years. The U.S. Congress generally appropriates funds for our customers on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete.
Risk Factors.” Government Audit Impact on Operating Income As noted in the section on regulation in Item 1, “Business,” of this Annual Report on Form 10-K, in the ordinary course of business, agencies of the U.S. government for which the Company is engaged as a prime contractor or a subcontractor, including the Defense Contract Audit Agency, audit the Company’s claimed indirect costs and conduct inquiries and investigations of our business practices with respect to government contracts.
Risk Factors.” Government Audit Impact on Operating Income As noted in Item 1, “Business - Regulation,” of this Annual Report on Form 10-K, in the ordinary course of business, agencies of the U.S. government for which the Company is engaged as a prime contractor or a subcontractor, including the Defense Contract Audit Agency (the “DCAA”), audit the Company’s claimed costs and conduct inquiries and investigations of our business practices with respect to government contracts.
Cost-plus-award-fee contracts also provide for an award fee that varies within specified limits based upon the client’s assessment of our performance against a predetermined set of criteria, such as targets for factors like cost, quality, schedule, and performance. • Time-and-Materials Contracts.
Cost-plus-award-fee contracts also provide for an award fee that varies within specified limits based upon the customer’s assessment of our performance against a predetermined set of criteria, such as targets for factors like cost, quality, schedule, and performance. • Time-and-Materials Contracts.
In addition, we also have historically experienced higher bid and proposal costs in the months leading up to the U.S. government's fiscal year end as we pursue new contract opportunities being awarded shortly after the U.S. government fiscal year end as new opportunities are expected to have funding appropriated in the U.S. government's subsequent fiscal year.
We have historically experienced higher bid and proposal costs in the months leading up to the U.S. government's fiscal year end as we pursue new contract opportunities being awarded shortly after the U.S. government fiscal year end as new opportunities are expected to have funding appropriated in the U.S. government's subsequent fiscal year.
The accompanying consolidated financial statements present the financial position of the Company as of March 31, 2024 and 2023 and the Company’s results of operations for fiscal 2024, fiscal 2023, and fiscal 2022. Certain amounts reported in the Company's prior year consolidated financial statements have been reclassified to conform to the current year presentation.
The accompanying consolidated financial statements present the financial position of the Company as of March 31, 2025 and 2024 and the Company’s results of operations for fiscal 2025, fiscal 2024, and fiscal 2023. Certain amounts reported in the Company's prior year consolidated financial statements have been reclassified to conform to the current year presentation.
We anticipate that cash provided by operating activities, existing cash and cash equivalents, and borrowing capacity under our Revolving Credit Facility will be sufficient to meet our anticipated cash requirements for the next twelve months, which primarily include: • operating expenses, including salaries; • working capital requirements to fund both organic and inorganic growth of our business; • capital expenditures which primarily relate to the purchase of computer s, business systems, furniture and leasehold improvements to support our operations; • the on-going maintenance around all financial management systems; • commitments and other discretionary investments; • debt service requirements for borrowings under our Senior Credit Facility and interest payments for the Senior Notes due 2028, Senior Notes due 2029 and Senior Notes due 2033; and • cash taxes to be paid.
We anticipate that cash provided by operating activities, existing cash and cash equivalents, and borrowing capacity under our Revolving Credit Facility will be sufficient to meet our anticipated cash requirements for the next twelve months, which primarily include: • operating expenses, including salaries; • working capital requirements to fund both organic and inorganic growth of our business; • capital expenditures which primarily relate to the purchase of computer s, business systems, furniture and leasehold improvements to support our operations; • the ongoing maintenance around all financial management systems; • commitments and other discretionary investments; • debt service requirements for borrowings under our Credit Agreement and interest payments for the Senior Notes due 2028, Senior Notes due 2029, Senior Notes due 2033, and Senior Notes due 2035; and • cash taxes to be paid.
We expect to recognize revenue from a substantial portion of funded backlog as of March 31, 2024 within the next twelve months. However, given the uncertainties discussed above, as well as the risks described in “Item 1A.
We expect to recognize revenue from a substantial portion of funded backlog as of March 31, 2025 within the next twelve months. However, given the uncertainties discussed above, as well as the risks described in “Item 1A.
Depreciation and amortization includes the depreciation of computers, leasehold improvements, furniture and other equipment, and the amortization of internally developed software, as well as third-party software that we use internally, and of identifiable long-lived intangible assets over their estimated useful lives. Seasonality The U.S. government's fiscal year ends on September 30 of each year.
Depreciation and amortization includes the depreciation of computers, leasehold improvements, furniture and other equipment, and the amortization of internally developed software, as well as third-party software that we use internally, and of identifiable long-lived intangible assets over their estimated useful lives. 47 Table of Contents Seasonality The U.S. government's fiscal year ends on September 30 of each year.
Any such change could materially impact our reported revenue, operating income, net income and basic and diluted earnings per common share. 60 Table of Contents Critical Accounting Estimates and Policies Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Any such change could materially impact our reported revenue, operating income, net income and basic and diluted earnings per common share. Critical Accounting Estimates and Policies Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Priced contract options represent 100% of the revenue value of all future contract option periods under existing contracts that may be exercised at our clients’ option and for which funding has not been appropriated or otherwise authorized.
Priced contract options represent 100% of the value of all future contract option periods under existing contracts that may be exercised at our customers’ option and for which funding has not been appropriated or otherwise authorized.
We provide services under a large portfolio of contracts and contract vehicles to a broad client base, and we believe that our diversified contract and client base lessens potential volatility in our business; however, a reduction in the amount of services that we are contracted to provide to the U.S. government or any of our significant U.S. government clients could have a material adverse effect on our business and results of operations.
We provide services under a large portfolio of contracts and contract vehicles to a broad customer base, and we believe that our diversified contract and customer base lessens potential volatility in our business; however, a reduction in the amount of services that we are contracted to provide to the U.S. government or any of our significant non-U.S. government customers could have a material adverse effect on our business and results of operations.
Additions to funded backlog during fiscal 2024 and 2023 totaled $10.9 billion and $10.2 billion respectively, as a result of the conversion of unfunded backlog to funded backlog, the award of new contracts and tas k orders under which funding was appropriated, and the exercise and subsequent funding of priced options.
Additions to funded backlog during fiscal 2025 and 2024 totaled $12.2 billion and $10.2 billion respectively, as a result of the conversion of unfunded backlog to funded backlog, the award of new contracts and tas k orders under which funding was appropriated, and the exercise and subsequent funding of priced options.
The tables below present the summarized financial information as combined for Booz Allen Hamilton and Booz Allen Holding as of March 31, 2024, after the elimination of intercompany transactions and balances between Booz Allen Hamilton and Booz Allen Holding and excluding the subsidiaries of both entities that are not issuers or guarantors of the Senior Notes due 2033, including earnings from and investments in these entities.
The tables below present the summarized financial information as combined for the Company and Booz Allen Hamilton as of March 31, 2025, after the elimination of intercompany transactions and balances between the Company and Booz Allen Hamilton and excluding the subsidiaries of both entities that are not issuers or guarantors of the Senior Notes due 2033 and Senior Notes due 2035, including earnings from and investments in these entities.
Any number of contractors typically competes under multiple award IDIQ contract vehicles for task orders to provide particular services, and we earn revenue under these contract vehicles only to the extent that we are successful in the bidding process for task orders. No single task order under any IDIQ contract represented more than 4.5% of our revenue in fiscal 2024.
Any number of contractors typically compete under multiple award IDIQ contract vehicles for task orders to provide particular services, and we earn revenue under these contract vehicles only to the extent that we are successful in the bidding process for task orders. No single task order under any IDIQ contract represented more than 4% of our revenue in fiscal 2025.
No single definite contract accounted for more than 0.7% of our revenue in fiscal 2024. We generate revenue under our contracts and task orders through our provision of services as both a prime contractor and subcontractor, as well as from the provision of services by subcontractors under contracts and task orders for which we act as the prime contractor.
No single definite contract accounted for more than 1% of our revenue in fiscal 2025. We generate revenue under our contracts and task orders through our provision of services as both a prime contractor and a subcontractor, as well as from the provision of services by subcontractors under contracts and task orders for which we act as the prime contractor.
As of March 31, 2024 and 2023, Booz Allen Hamilton was contingently liable under open standby letters of credit and bank guarantees issued by its banks in favor of third parties that totaled $4.4 million and $6.1 million, respectively. These letters of credit and bank guarantees primarily support insurance and bid and performance obligations.
As of both March 31, 2025 and 2024, Booz Allen Hamilton was contingently liable under open standby letters of credit and bank guarantees issued by its banks in favor of third parties that totaled $4 million. These letters of credit and bank guarantees primarily support insurance and bid and performance obligations.
As of March 31, 2024 and March 31, 2023, the Company had $8.7 billion and $7.9 billion of remaining performance obligations, respectively, and we expect to recognize approximately 70% of the remaining performance obligations as of March 31, 2024 as revenue over the next 12 months, and approximately 80% over the next 24 months.
As of March 31, 2025 and March 31, 2024, the Company had $9.5 billion and $8.7 billion of remaining performance obligations, respectively, and we expect to recognize approximately 65% of the remaining performance obligations as of March 31, 2025 as revenue over the next 12 months, and approximately 70% over the next 24 months.
We include the estimated variable consideration in our transaction price to the extent that it is probable that a significant reversal of revenue will not occur upon the ultimate settlement of the variable fee provision.
We evaluate unfunded amounts as variable consideration in estimating the transaction price. We include the estimated variable consideration in our transaction price to the extent that it is probable that a significant reversal of revenue will not occur upon the ultimate settlement of the variable fee provision.
Risk Factors—Industry and Economic Risks.” The table below presents the percentage of total revenue for each type of contract for the respective periods shown: Fiscal Year Ended March 31, 2024 2023 2022 Cost-reimbursable 55% 53% 54% Time-and-materials 24% 25% 24% Fixed-price 21% 22% 22% Contract Diversity and Revenue Mix We provide services to our clients through a large number of single award contracts, contract vehicles, and multiple award contract vehicles.
Risk Factors—Industry and Economic Risks.” 45 Table of Contents The table below presents the percentage of total revenue for each type of contract for the respective periods shown: Fiscal Year Ended March 31, 2025 2024 2023 Cost-reimbursable 57% 55% 53% Time-and-materials 23% 24% 25% Fixed-price 20% 21% 22% Contract Diversity and Revenue Mix We provide services to our customers through a large number of single award contracts, contract vehicles, and multiple award contract vehicles.
Most of our revenue is generated under indefinite delivery/indefinite quantity, or IDIQ, contract vehicles, which include multiple award government wide acquisition contract vehicles, or GWACs, and General Services Administration Multiple Award Schedule Contracts, or GSA schedules, and certain single award contracts. GWACs and GSA schedules are available to all U.S. government agencies.
Most of our revenue is generated under indefinite delivery/indefinite quantity (“IDIQ”) contract vehicles, which include multiple award government wide acquisition contract vehicles (“GWACs”) and General Services Administration (“GSA”) Multiple Award Schedule Contracts (“GSA schedules”) and certain single award contracts. GWACs and GSA schedules are available to all U.S. government agencies.
Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with GAAP, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with GAAP, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
In particular, the Department of Defense is one of our significant clients, and the BCA originally required nine automatic spending cuts (referred to as “sequestration”) of $109 billion annually from 2013 to 2021, half of which was intended to com e from defense programs, though less than $1 billion has been cut for defense programs per year under the BCA.
In particular, the Department of Defense is one of our significant customers, and the Bipartisan Budget Control Act of 2011 (“BCA”) originally required nine automatic spending cuts (referred to as “sequestration”) of $109 billion annually from 2013 to 2021, half of which was intended to com e from defense programs, though less than $1.0 billion has been cut for defense programs per year under the BCA.
Indebtedness Our debt totaled $3.4 billion and 2.8 billion as of March 31, 2024 and 2023, respectively. The total outstanding debt balance is recorded in the accompanying consolidated balance sheets net of unamortized discount and debt issuance costs of $26.3 million and $17.2 million, respectively, as of March 31, 2024 and 2023.
Indebtedness Our debt totaled $4.0 billion and $3.4 billion as of March 31, 2025 and 2024, respectively. The total outstanding debt balance is recorded in the accompanying consolidated balance sheets net of unamortized discount and debt issuance costs of $28 million and $26 million, respectively, as of March 31, 2025 and 2024.
The Company may repurchase shares pursuant to the program by means of open market repurchases, directly negotiated repurchases or through agents acting pursuant to negotiated repurchase agreements. During fiscal 2024 and 2023, the Company purchased 3.2 million and 2.1 million shares of the Company’s Class A Common Stock, respectively, for an aggregate of $372.8 million and $196.2 million, respectively.
The Company may repurchase shares pursuant to the program by means of open market repurchases, directly negotiated repurchases or through agents acting pursuant to negotiated repurchase agreements. During fiscal 2025 and 2024, the Company purchased 5.6 million and 3.2 million shares of the Company’s Class A Common Stock, respectively, for an aggregate of $764 million and $373 million, respectively.
Funded backlog represents the revenue value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts. • Unfunded Backlog.
Funded backlog represents the value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts. • Unfunded Backlog. Unfunded backlog represents the value of orders (including optional orders) for services under existing contracts for which funding has not been appropriated or otherwise authorized. • Priced Options.
Many of our contracts recognize revenue under a contract cost-based input method and require an Estimate-at-Completion (“EAC”) process, which management uses to review and monitor the progress towards the completion of our performance obligations.
We recognize revenue for fixed-price contracts using a contract cost-based input method and require an Estimate-at-Completion (“EAC”), which management uses to review and monitor the progress towards the completion of our performance obligations.
For fiscal 2024, 2023, and 2022, 95%, 95%, and 94%, respectively, of our revenue was generated by contracts and task orders for which we served as a prime contractor; 5%, 5%, and 6%, respectively, of our revenue was generated by contracts and task orders for which we served as a subcontractor; and 25%, 25%, and 24%, respectively, of our revenue was generated by services provided by our subcontractors.
For each of fiscal 2025, 2024, and 2023, 95% of our revenue was generated by contracts and task orders for which we served as the prime contractor; 5% of our revenue was generated by contracts and task orders for which we served as a subcontractor; and 25% of our revenue was generated by services provided by our subcontractors.
We manage our business as a single profit center in order to promote collaboration, provide comprehensive functional service offerings across our entire client base, and provide incentives to employees based on the success of the organization as a whole.
Segment Reporting We report operating results and financial data in one operating and reportable segment. We manage our business as a single profit center in order to promote collaboration, provide comprehensive functional service offerings across our entire customer base, and provide incentives to employees based on the success of the organization as a whole.
(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.
(b) Represents the reduction to our provision for claimed costs for years prior to fiscal 2025 recorded during the second quarters of fiscal 2025 and 2024, which resulted in a corresponding increase to revenue, as a result of the Defense Contract Audit Agency's findings related to its audits of our claimed costs for multiple fiscal years.
However, due to fluctuations in cash flows, including as a result of the trends and developments described above under “—Factors and Trends Affecting Our Results of Operations” relating to U.S. government shutdowns, U.S. government cost-cutting, reductions or delays in the U.S. government appropriations and spending process and other budgetary matters, it may be necessary from time-to-time in the future to borrow under our Senior Credit Facility to meet cash demands.
However, due to the trends and developments described above under “—Factors and Trends Affecting Our Results of Operations” relating to U.S. government cost-cutting, reductions or delays in the appropriations and spending process as well as potential shutdowns, it may be necessary to borrow under our Credit Agreement to meet cash demands in the future.
We prepare Adjusted Net Income to eliminate the impact of items, net of tax, we do 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.
The Company 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.
Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.
Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under IDIQ contracts, General Services Administration Schedule or other master agreement contract vehicles, except to the extent that task orders have been awarded to us under those contracts.
As discussed in Note 20, “Commitments and Contingencies,” to the consolidated financial statements within this Annual Report on Form 10-K, the Company recognized a reserve for estimated adjustments to historical claimed indirect costs in respect of the years subsequent to fiscal 2011, based primarily on historical audit results for periods prior to 2011.
As discussed in Note 19 and 20, “Commitments and Contingencies,” to the consolidated financial statements contained within our Annual Reports on Form 10-K for the fiscal years ended March 31, 2025 and 2024, respectively, the Company recognized a reserve for estimated adjustments to historical claimed costs in respect of the years subsequent to fiscal 2011, based primarily on historical audit results.
As of March 31, 2024, the Company had approximately $483.2 million remaining under the repurchase program.
As of March 31, 2025, the Company had approximately $745 million remaining under the repurchase program.
The increase in the effective tax rate was primarily 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”) and the reversal of prior period indirect effects of underlying prior period uncertain tax positions that were reversed in the current period, partially offset by a decrease in nondeductible expenses.
The decrease in the effective tax rate was driven by increases in fiscal 2024 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”) and the fiscal 2024 reversal of prior period indirect effects of underlying prior period uncertain tax positions.
While the timing and financial magnitude of these possible actions are currently indeterminable, we expect to be able to manage and adjust our capital structure to meet our liquidity needs. Our expected liquidity and capital structure may also be impacted by discretionary investments and acquisitions that we could pursue.
While the timing and financial magnitude of these possible actions are currently indeterminable, we expect to be able to manage and adjust our capital structure to meet our liquidity needs.
Liquidity and Capital Resources As of March 31, 2024, our total liquidity was $1.6 billion, consisting of $554.3 million of cash and cash equivalents and $998.7 million available under the Revolving Credit Facility.
Liquidity and Capital Resources As of March 31, 2025, our total liquidity was $1.9 billion, consisting of $885 million of cash and cash equivalents and $999 million available under the Revolving Credit Facility.
This increase w as primarily attributable to an increase in the use of subcontractors driven by client demand and timing of client needs as well as increases in expenses from contracts that require the Company to incur other direct expenses and travel on behalf of clients as compared to the prior year.
This increase w as primarily attributable to an increase in the use of subcontractors driven by customer demand and timing of customer needs as well as increases in expenses from contracts that require the Company to incur other direct expenses and travel on behalf of customers as compared to the prior year. 50 Table of Contents General and Administrative Expenses General and administrative expenses decreased 3% to $1,246 million, and decreased as a percentage of revenue to 10% from 12%.
On certain contracts, principally time-and-materials and cost-reimbursable-plus-fee contracts, revenue is recognized using the right-to-invoice practical expedient as we are contractually able to invoice the customer based on the control transferred. However, we did not elect to use the practical expedient which would allow us to exclude contracts recognized using the right-to-invoice practical expedient from the remaining performance obligations disclosed below.
On certain contracts, principally time-and-materials and cost-reimbursable-plus-fee contracts, revenue is recognized using the right-to-invoice practical expedient as we are contractually able to invoice the customer based on the control transferred.
Although certain information regarding served markets and functional capabilities is discussed for purposes of promoting an understanding of our complex business, we manage our business and allocate resources at the consolidated level of a single operating segment.
Although certain information regarding served markets and functional capabilities is discussed for purposes of promoting an understanding of our complex business, we manage our business and allocate resources at the consolidated level of a single operating segment. See Note 20, “Business Segment Information,” to the consolidated financial statements contained within this Annual Report on Form 10-K for further information.
The mix of these types of revenue affects our operating margin. Substantially all of our operating margin is derived from direct client staff labor as the portion of our operating margin derived from fees we earn on services provided by our subcontractors is not significant. We view growth in direct client staff labor as the primary driver of earnings growth.
The mix of these types of revenue affects our operating margin. Substantially all of our operating margin is derived from direct customer staff labor as the portion of our operating margin derived from fees we earn on services provided by our subcontractors is not significant. Contract Backlog We define backlog to include the following three components: • Funded Backlog.
The accompanying consolidated financial statements and notes of the Company include its subsidiaries, and the joint ventures and partnerships over which the Company has a controlling financial interest.
All intercompany balances and transactions have been eliminated in consolidation. 49 Table of Contents The accompanying consolidated financial statements and notes of the Company include its subsidiaries, and the joint ventures and partnerships over which the Company has a controlling financial interest.
These supplemental performance measurements may vary from and may not be comparable to similarly titled measures by other companies in our industry.
Management believes this metric provides useful information about our business. These supplemental performance measurements may vary from and may not be comparable to similarly titled measures by other compani es in our industry.
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 . 54 Table of Contents (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”).
(d) Reflects expenses associated with debt financing activities incurred during the second quarters of fiscal 2024 and 2023. 43 Table of Contents (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”).
Some fixed-price contracts have a performance-based component, pursuant to which we can earn incentive payments or incur financial penalties based on our performance.
Some fixed-price contracts have a performance-based component, pursuant to which we can earn incentive payments or incur financial penalties based on our performance. Fixed-price level of effort contracts require us to provide a specified level of effort (i.e., labor hours), over a stated period of time, for a fixed price.
Summarized Financial Information The Senior Notes due 2033 were issued by Booz Allen Hamilton pursuant to the Indenture, among Booz Allen Hamilton, Booz Allen Holding and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Supplemental Indenture and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Booz Allen Holding pursuant to the Indenture.
Bank Trust Company, National Association, as trustee, as supplemented by the respective Supplemental Indenture and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Company pursuant to the respective Indenture.
Financing Cash Flow Net cash used in financing activities was $18.8 million in fiscal 2024 compared to $425.9 million in the prior year.
Investing Cash Flow Net cash used in investing activities was $218 million in fiscal 2025 compared to $91 million in the prior year .
See Note 13, “Income Taxes,” to the consolidated financial statements 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 for further information.
See Note 13, “Income Taxes,” to the consolidated financial statements contained within the Annual Report on 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.
In our recent experience, none of the following additional risks have had a material negative effect on our ability to realize revenue from our funded backlog: the unilateral right of the U.S. government to cancel multi-year contracts and related orders or to terminate existing contracts for convenience or default; in the case of unfunded backlog, the potential that funding will not be made available; and, in the case of priced options, the risk that our clients will not exercise their options. 59 Table of Contents In addition, contract backlog includes orders under contracts for which the period of performance has expired, and we may not recognize revenue on the funded backlog that includes such orders due to, among other reasons, the tardy submission of invoices by our subcontractors and the expiration of the relevant appropriated funding in accordance with a predetermined expiration date such as the end of the U.S. government's fiscal year.
In our recent experience, none of the following additional risks have had a material negative effect on our ability to realize revenue as of March 31, 2025 but could have a material effect in the future: for funded backlog, the unilateral right of the U.S. government to cancel multi-year contracts and related orders or to terminate existing contracts for convenience or default; in the case of unfunded backlog, the potential that funding will not be made available; and, in the case of priced options, the risk that our customers will not exercise their options.
Recent Accounting Pronouncements See Note 2, “Summary of Significant Accounting Policies,” to our accompanying audited consolidated financial statements for information related to our adoption of new accounting standards and for information on our anticipated adoption of recently issued accounting standards. 63 Table of Contents Segment Reporting We report operating results and financial data in one operating and reportable segment.
Recent Accounting Pronouncements See Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements contained within this Annual Report on Form 10-K for information related to our adoption of new accounting standards and for information on our anticipated adoption of recently issued accounting standards.
Cost of Revenue Cost of revenue increased 14.3% to $4,921.1 million, and declined as a percentage of revenue to 46.2% from 46.5% . This increase was primarily due to an increase in salaries and salary-related benefits of $593.2 million, driven by increased headcount and annual base salary increases. Incentive and stock-based compensation also increased $10.9 million over the prior year.
The increase was primarily due to an increase in salaries and salary-related benefits of $540 million, driven by increased headcount and annual base salary increases, partially offset by a decrease in incentive and stock-based compensation of $47 million over the prior year.
Changes in contract type as a result of re-competes and new business could influence the percentage/mix in unanticipated ways. See “Item 1A.
The amount of risk and potential reward varies under each type of contract. In the aggregate, the contract type mix in our revenue for any given period will affect that period's profitability. Changes in contract type as a result of re-competes and new business could influence the percentage/mix in unanticipated ways. See “Item 1A.
Changes in these estimates can occur for a variety of reasons and, if significant, may impact the profitability of our contracts. Changes in estimates related to contracts accounted for under the EAC process are recognized in the period when such changes are made on a cumulative catch-up basis.
Changes in these estimates can occur for a variety of reasons and, if significant, may impact the profitability of our contracts.
The decrease in net cash used over the prior year was primarily due to the following: • A decrease in net proceeds associated with the Company’s debt refinancing transactions year over year: ◦ Fiscal 2024 - $637.4 million was received from the issuance of the 5.95% Senior Notes due 2033 ◦ Fiscal 2023 - $414.8 million was received from the Company’s September 2022 debt refinancing, partially offset by a $379.3 million repayment • An increase in share repurchases of $180.3 million, • An increase in dividends paid of $17.7 million as compared to the prior year Dividends and Share Repurchases The Company paid $1.92 in dividends per share to shareholders of record in fiscal 2024.
The increase in net cash used over the prior year was primarily due to the following: • An increase in share repurchases of $408 million, • An increa se in dividends paid of $14 million , • An increase in term loan payments of $21 million, partially offset by, • An increase of $7 million in net proceeds associated with the Company’s issuance of its Senior Notes in each respective year: ◦ Fiscal 2025 - $644 million received from the issuance of the 5.95% Senior Notes due 2035 ◦ Fiscal 2024 - $637 million received from the issuance of the 5.95% Senior Notes due 2033 Dividends and Share Repurchases The Company paid $2.08 in dividends per share to stockholders of record in fiscal 2025.
Department of Justice investigation disclosed in Note 20, “Commitments and Contingencies,” to the consolidated financial statements in the Company’s annual report on Form 10-K, and restructuring costs.
Department of Justice (the “DOJ”) investigation disclosed in Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and the insurance recoveries related to the settlement of that matter.
These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and may be based upon customer discretion.
These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and may be based upon customer discretion. Management estimates variable consideration as the most likely amount that we expect to achieve based on our assessment of the variable fee provisions within the contract.
On May 24, 2024, the Company announced a regular quarterly cash dividend in the amount of $0.51 per share. The quarterly dividend is payable on June 28, 2024 to stockholders of record on June 13, 2024.
On May 23, 2025, the Company announced a regular quarterly cash dividend in the amount of $0.55 per share.
Commitments and Contingencies We are subject to a number of reviews, investigations, claims, lawsuits, and other uncertainties related to our business. For a discussion of these items, refer to Note 20, “Commitments and Contingencies,” to our consolidated financial statements.
For a discussion of these items, refer to Note 19, “Commitments and Contingencies,” to our consolidated financial statements.
As audits of the periods subsequent to 2011 are completed, our estimates of adjustment to claimed indirect costs for these periods could change.
The Company recognizes a reserve for estimated adjustments to historical claimed costs in respect of the years subsequent to fiscal 2011, based primarily on historical audit results. As audits of the periods subsequent to 2011 are completed, our estimates of adjustment to claimed costs for these periods could change.
We support critical missions for a diverse base of federal government clients, including nearly all of the U.S. government's cabinet-level departments, as well as for commercial clients, both domestically and internationally.
By focusing on outcomes, we enable our people and customers to transform missions for the nation. Our approximately 35,800 employees support critical missions for a diverse base of federal government customers, including nearly all of the U.S. government's cabine t-level departments, as well as for commercial customers, both domestically and in select international locations.
See Note 20, “Commitments and Contingencies,” to the consolidated financial statements for further information.
See Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 for further information.
As of both March 31, 2024 and 2023, approximately $1.3 million of these instruments reduced our available borrowings under the Revolving Credit Facility.
As of both March 31, 2025 and 2024, approximately $1 million of these instruments reduced our available borrowings under the Credit Agreement. The remainder is guaranteed under a separate $3 million facility, formerly $8 million, of which less than a million and $4 million, respectively, were available to the Company at March 31, 2025 and March 31, 2024, respectively.
For fiscal 2024, 2023, and 2022, the aggregate impact of adjustments in contract estimates was not material. 62 Table of Contents Remaining performance obligations represent the transaction price of exercised contracts for which work has not yet been performed, regardless of whether funding has or has not been authorized and appropriated as of the date of exercise.
If the estimate of contract profitability indicates an anticipated loss on a contract, we recognize the total loss at the time it is identified. 48 Table of Contents Remaining performance obligations represent the transaction price of exercised contracts for which work has not yet been performed, regardless of whether funding has or has not been authorized and appropriated as of the date of exercise.
These non-GAAP 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.
We view Adjusted EBITDA as a measure of our core operating business, which excludes the impact of the items detailed below, as these items are generally not operational in nature. These non-GAAP measures also provide another basis for comparing period to period results by excluding potential differences caused by non-operational and unusual or non-recurring ite ms.
Our ability to fund our operating needs depends, in part, on our ability to continue to generate positive cash flows from operations or, if necessary, raise cash in the capital marke ts. In addition, from time to time we evaluate conditions to opportunistically access the financing markets to secure additional debt capital resources and improve the terms of our indebtedness.
From time to time, we evaluate conditions to opportunistically access the financing markets to secure additional debt capital resources and improve the terms of our indebtedness. Cash Flows Operating Cash Flow Net cash provided by operations was $1.0 billion in fiscal 2025 compared to $259 million in fiscal 2024.
In addition, we use 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 our client staff headcount and our overall direct labor, which management believes provides useful information to our investors about our core operations.
In addition, we use Revenue, Excluding Billable Expenses because it provides management useful information about the Company's operating performance by excluding the impact of costs such as subcontractor expenses, travel expenses, and other non-labor expenses incurred to perform on contracts. Billable expenses generally have lower margin and thus are less indicative of our profit generation capacity.
We prepare Adjusted Operating Income to eliminate the impact of items we do 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 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, acquisition and divestiture costs, financing transaction costs, DC tax assessment adjustment, the reserve associated with the U.S.
We have defined the aforementioned non-GAAP measures as follows: • Revenue, Excluding Billable Expenses represents revenue less billable expenses. 42 Table of Contents • EBITDA represents net income attributable to common stockholders before income taxes, net interest expense, net and other income (expense), net, and depreciation and amortization. • Adjusted EBITDA represents net income attributable to common stockholders before income taxes, net interest, net and other income (expense), net, and depreciation and amortization and before certain other items, including the change in provision for claimed costs for historical rate years, acquisition and divestiture costs, financing transaction costs, DC tax assessment adjustment, the reserve associated with the U.S.
The following table summarizes the cash distributions recognized in the consolidated statement of cash flows for the respective periods shown: Fiscal Year Ended March 31, 2024 2023 2022 (In thousands) Recurring dividends (1) $ 253,413 $ 235,726 $ 209,057 (1) Amounts represent recurring dividends that were declared and paid for during each quarter of fiscal 2024, 2023, and 2022, respectively. 67 Table of Contents On December 12, 2011, the Board approved a share repurchase program, which was most recently increased by $525.0 million to $3,085.0 million on May 22, 2024.
The quarterly dividend is payable on June 27, 2025 to stockholders of record on June 11, 2025. 52 Table of Contents The following table summarizes the cash distributions recognized in the consolidated statement of cash flows for the respective periods shown: Fiscal Year Ended March 31, 2025 2024 2023 (In millions) Recurring dividends (1) $ 268 $ 254 $ 236 (1) Amounts represent recurring dividends that were declared and paid for during each quarter of fiscal 2025, 2024, and 2023, respectively.
The increase was primarily due to $417.6 million in treasury stock resulting from the repurchase of shares of our Class A Common Stock and $253.1 million in aggregate quarterly dividend payments, partially offset by net income of $605.7 million and stock-based compensation expense of $95.0 million. 70 Table of Contents Capital Expenditures Since we do not own any of our facilities, our capital expenditure requirements primarily relate to the purchase of computers, management systems, furniture, and leasehold improvements to support our operations.
The decrease was primarily due to $804 million in treasury stock resulting from the repurchase of shares of our Class A Common Stock and $269 million in aggregate quarterly dividend payments, partially offset by net income of $935 million and stock-based compensation expense of $94 million.
Results of Operations The following table presents items from our consolidated statements of operations for the respective periods shown: Fiscal Year Ended March 31, Fiscal 2024 Versus Fiscal 2023 Fiscal 2023 Versus Fiscal 2022 2024 2023 2022 (In thousands) Revenue $ 10,661,896 $ 9,258,911 $ 8,363,700 15.2 % 10.7 % Operating costs and expenses: Cost of revenue 4,921,071 4,304,810 3,899,622 14.3 % 10.4 % Billable expenses 3,281,776 2,808,857 2,474,163 16.8 % 13.5 % General and administrative expenses 1,281,443 1,532,912 1,158,987 (16.4) % 32.3 % Depreciation and amortization 164,203 165,484 145,747 (0.8) % 13.5 % Total operating costs and expenses 9,648,493 8,812,063 7,678,519 9.5 % 14.8 % Operating income 1,013,403 446,848 685,181 126.8 % (34.8) % Interest expense (172,901) (119,850) (92,352) 44.3 % 29.8 % Other income, net 12,818 40,951 11,214 (68.7) % NM Income before income taxes 853,320 367,949 604,043 131.9 % (39.1) % Income tax expense 247,614 96,734 137,466 156.0 % (29.6) % Net income $ 605,706 $ 271,215 $ 466,577 123.3 % (41.9) % Net loss attributable to non-controlling interest — 576 163 NM NM Net income attributable to common stockholders $ 605,706 $ 271,791 $ 466,740 122.9 % (41.8) % NM - Not meaningful Fiscal 2024 Compared to Fiscal 2023 Revenue Revenue increased 15.2% to $10,661.9 million, primarily driven by strong demand for our services and solutions and an increase in headcount to meet that demand.
Results of Operations The following table presents items from our consolidated statements of operations for the respective periods shown: Fiscal Year Ended March 31, Fiscal 2025 Versus Fiscal 2024 Fiscal 2024 Versus Fiscal 2023 2025 2024 2023 (In millions) Revenue $ 11,980 $ 10,662 $ 9,259 12 % 15 % Operating costs and expenses: Cost of revenue 5,419 4,921 4,305 10 % 14 % Billable expenses 3,780 3,282 2,809 15 % 17 % General and administrative expenses 1,246 1,281 1,533 (3) % (16) % Depreciation and amortization 165 164 165 1 % (1) % Total operating costs and expenses 10,610 9,648 8,812 10 % 9 % Operating income 1,370 1,014 447 35 % 127 % Interest expense, net (168) (147) (110) 14 % 34 % Other income (expense), net 17 (13) 31 (231) % (142) % Income before income taxes 1,219 854 368 43 % 132 % Income tax expense 284 248 97 15 % 156 % Net income $ 935 $ 606 $ 271 54 % 124 % Net loss attributable to non-controlling interest — — 1 NM NM Net income attributable to common stockholders $ 935 $ 606 $ 272 54 % 123 % NM - Not meaningful Fiscal 2025 Compared to Fiscal 2024 Revenue Revenue increased 12% to $11,980 million, primarily driven by strong demand for our solutions, outcomes, and services, as well as an increase in headcount to meet that demand, and higher billable expenses.
Department of Justice’s investigation of the Company (see Note 20, “Commitments and Contingencies,” to the consolidated financial statements for further information), as compared to a $27.5 million reserve for fiscal 2024.
See Note 19 , “ Commitments and Contingencies ,” to the consolidated financial statements for further information Cost of Revenue Cost of revenue increased 10% to $5,419 million, and decreased as a percentage of revenue to 45% from 46% .
Our U.S. government contracts generally contain FAR provisions that enable the customer to terminate a contract for default or for the convenience of the U.S. government. We recognize revenue for each performance obligation identified within our customer contracts when, or as, the performance obligation is satisfied by transferring the promised goods or services.
Remaining performance obligations exclude negotiated but unexercised options and certain variable consideration which the Company does not expect to recognize as revenue. We recognize revenue for each performance obligation identified within our customer contracts when, or as, the performance obligation is satisfied by transferring the promised goods or services.
The following table summarizes the value of our contract backlog as of the respective periods shown: Fiscal Year Ended March 31, 2024 2023 2022 (In millions) Backlog: (1) Funded $ 4,822 $ 4,619 $ 3,710 Unfunded 9,463 9,519 9,925 Priced options 19,533 17,064 15,612 Total backlog $ 33,818 $ 31,202 $ 29,247 (1) Backlog presented as of March 31, 2023 includes $282 million of backlog for EverWatch Corp., which was acquired during fiscal 2023.
The following table summarizes the value of our contract backlog as of the respective periods shown: Fiscal Year Ended March 31, 2025 2024 Backlog: (1) (2) (In millions) Funded $ 4,421 $ 4,187 Unfunded 8,804 8,393 Priced options 23,802 19,533 Total backlog $ 37,027 $ 32,113 (1) Backlog presented at March 31, 2025 includes backlog acquired from the Company’s acquisition of PGSC during fiscal 2025.
Following the settlement and closure of the civil and criminal investigation, respectively, of the Company by the DOJ, as discussed in Note 20, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K, audits for years subsequent to fiscal 2011 have resumed.
(g) Reflects insurance recoveries from claims related to the Company’s fiscal 2024 settlement as described in Note 19, “Commitments and Contingencies,” to the consolidated financial statements contained within this Annual Report on Form 10-K.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeF-25 Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in thousands, except share and per share data or unless otherwise noted) Scheduled Maturities and Interest Expense The following table summarizes required future debt repayments: Payments Due By March 31, Total 2025 2026 2027 2028 2029 Thereafter Term Loan A $ 1,588,125 $ 61,875 $ 82,500 $ 82,500 $ 1,361,250 $ — $ — Senior Notes due 2028 700,000 — — — — 700,000 — Senior Notes due 2029 500,000 — — — — — 500,000 Senior Notes due 2033 650,000 — — — — — 650,000 Interest on indebtedness 942,804 192,101 187,040 181,454 125,934 72,237 184,038 Total $ 4,380,929 $ 253,976 $ 269,540 $ 263,954 $ 1,487,184 $ 772,237 $ 1,334,038 Interest expense on debt and debt-like instruments consisted of the following: Fiscal Year Ended March 31, 2024 2023 2022 Term Loan A $ 107,891 $ 63,463 $ 19,570 Term Loan B — 5,186 7,207 Revolving Credit Facility 1,438 — 25 Senior Notes 72,693 47,125 42,902 Amortization of Debt Issuance Cost (DIC) and Original Issue Discount (OID) (1) 4,920 4,350 4,619 Interest Rate Swaps (14,932) (1,237) 17,535 Other 891 963 494 Total Interest Expense $ 172,901 $ 119,850 $ 92,352 (1) DIC and OID on the Term Loans and Senior Notes are recorded as a reduction of long-term debt in the consolidated balance sheet and are amortized ratably over the life of the related debt using the effective rate method.
Biggest changeThe Senior Notes are generally subject to redemption, in whole or in part, at Booz Allen Hamilton’s option, in whole or in part, at any time and from time to time, at the redemption prices specified in their respective indenture and outlined below: F-22 Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted) Optional Redemption Date Redemption Price Senior Notes due 2035 present - 1/14/2035 The greater of 1) the present value of the remaining payments plus 100% of the principal being redeemed, less accrued interest and 2) 100% of the principal amount being redeemed* 1/15/2035 - maturity 100% of the principal amount being redeemed * Senior Notes due 2033 present - 5/4/2033 The greater of 1) the present value of the remaining payments plus 100% of the principal being redeemed, less accrued interest and 2) 100% of the principal amount being redeemed* 5/4/33 - maturity 100% of the principal amount being redeemed* Senior Notes due 2029 present - 6/30/2025 102% of the principal amount being redeemed* 7/1/2025 - 6/30/2026 101% of the principal amount being redeemed* 7/1/2026 - maturity 100% of the principal amount being redeemed* Senior Notes due 2028 present - 8/31/2025 100.969% of the principal amount being redeemed* 9/1/2025 - maturity 100% of the principal amount being redeemed* *plus any unpaid interest Scheduled Maturities and Interest Expense The following table summarizes required future debt repayments: Payments Due By March 31, Total 2026 2027 2028 2029 2030 Thereafter Term Loan A $ 1,526 $ 83 $ 83 $ 1,360 $ — $ — $ — Senior Notes due 2028 700 — — — 700 — — Senior Notes due 2029 500 — — — — 500 — Senior Notes due 2033 650 — — — — — 650 Senior Notes due 2035 650 — — — — — 650 Interest on indebtedness 1,105 194 206 159 111 87 348 Total $ 5,131 $ 277 $ 289 $ 1,519 $ 811 $ 587 $ 1,648 Interest expense consisted of the following: Fiscal Year Ended March 31, 2025 2024 2023 Term Loan A $ 100 $ 108 $ 63 Term Loan B — — 5 Revolving Credit Facility 1 1 — Senior Notes 88 73 47 Amortization of Debt Issuance Cost (DIC) and Original Issue Discount (OID) (1) 6 5 4 Interest Rate Swaps (10) (15) (1) Other 1 1 1 Total Interest Expense $ 186 $ 173 $ 119 (1) DIC and OID on the Term Loans and Senior Notes are recorded as a reduction of long-term debt in the consolidated balance sheet and are amortized ratably over the life of the related debt using the effective rate method.
Dividend equivalents are paid in respect of the service-based restricted stock units when dividends are paid on the Company's Class A Common Stock. The related expense is recognized in the accompanying consolidated statements of operations based on grant date fair value over the vesting period.
Dividend equivalents are paid in respect of the service-based restricted stock units when dividends are paid on the Company's Class A Common Stock. The related expense is recognized in the accompanying consolidated statements of operations based on the grant date fair value over the vesting period.
The Company also issues equity awards under other programs in the form of restricted stock units that would vest immediately after issuance or over an applicable vesting period subject to the employee's continued service for the Company. The associated expenses are recognized in the accompanying consolidated statements of operations based on grant date fair value.
The Company also issues equity awards under other programs in the form of restricted stock units that would vest immediately after issuance or over an applicable vesting period subject to the employee's continued service for the Company. The associated expenses are recognized in the accompanying consolidated statements of operations based on the grant date fair value.
The Company performs and generates revenue under three basic types of contracts, as described below: • Cost-Reimbursable Contracts: Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract, up to a ceiling based on the amount that has been funded, plus a fixed fee or award fee. • Time-and-Materials Contracts: Under contracts in this category, we are paid a fixed hourly rate for each direct labor hour expended, and we are reimbursed for billable material costs and billable out-of-pocket expenses inclusive of allocable indirect costs.
Revenue Recognition The Company performs and generates revenue under three basic types of contracts, as described below: • Cost-Reimbursable Contracts: Cost-reimbursable contracts provide for the payment of allowable costs incurred during performance of the contract, up to a ceiling based on the amount that has been funded, plus a fixed fee or award fee. • Time-and-Materials Contracts: Under contracts in this category, we are paid a fixed hourly rate for each direct labor hour expended, and we are reimbursed for billable material costs and billable out-of-pocket expenses inclusive of allocable indirect costs.
From time to time and in the ordinary course of business , agencies of the U.S. government, including the Defense Contract Audit Agency (“DCAA”), audit the Company’s claimed indirect costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether the Company's operations are conducted in accordance with these requirements and the terms of the relevant contracts.
From time to time and in the ordinary course of business, agencies of the U.S. government, including the Defense Contract Audit Agency (“DCAA”), audit the Company’s claimed costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether the Company's operations are conducted in accordance with these requirements and the terms of the relevant contracts.
(“Booz Allen Hamilton”), Booz Allen Hamilton Investor Corporation (“Investor”), and certain wholly owned subsidiaries of Booz Allen Hamilton are parties to a Credit Agreement dated as of July 31, 2012, as amended (the “Credit Agreement”), with certain institutional lenders and Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender.
(“Booz Allen Hamilton”), Booz Allen Hamilton Investor Corporation, and certain wholly owned subsidiaries of Booz Allen Hamilton are parties to a Credit Agreement dated as of July 31, 2012, as amended (the “Credit Agreement”), with certain institutional lenders and Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender.
The Company's leases are generally for facilities and office space and the Company recognizes ROU assets and lease liabilities at the lease commencement date for those arrangements. The initial lease liability is equal to the present value of the future minimum lease payments over the lease term.
The Company's leases are generally for facilities and office space and the Company recognizes ROU assets and lease liabilities at the lease commencement date for those arrangements. The initial lease liability is equal to the present value of the future lease payments over the lease term.
The Company is currently under federal audit by the IRS for fiscal years 2016, 2017 and 2019-2021 and the receipt of our U.S federal return refund claims is contingent upon the completion of the ongoing IRS audits.
The Company is currently under federal audit by the IRS for fiscal years 2016, 2017 and 2019-2021 and the receipt of our U.S federal return refund claims is contingent upon the completion of the ongoing IRS audit.
Accumulated Other Comprehensive Income All amounts recorded in other comprehensive loss are related to the Company's post-retirement plans and interest rate swaps designated as cash flow hedges.
Accumulated Other Comprehensive Income (Loss) All amounts recorded in other comprehensive income (loss) (“OCI”) are related to the Company's post-retirement plans and interest rate swaps designated as cash flow hedges.
For contracts where the Company recognizes revenue over time, a contract cost-based input method is generally used to measure progress towards satisfaction of the underlying performance obligation(s). Contract costs include direct costs such as materials, labor and subcontract costs, as well as indirect costs identifiable with, or allocable to, a specific contract that are expensed as incurred.
For fixed-price contracts where the Company recognizes revenue over time, a contract cost-based input method is generally used to measure progress towards satisfaction of the underlying performance obligation(s). Contract costs include direct costs such as materials, labor and subcontract costs, as well as indirect costs identifiable with, or allocable to, a specific contract that are expensed as incurred.
During the fiscal years ended March 31, 2024, 2023, and 2022, the Company did not record any impairment of goodwill. Long-Lived Assets The Company reviews its long-lived assets, including property and equipment, amortizable intangible assets, and right-of-use (“ROU”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.
During the fiscal years ended March 31, 2025, 2024, and 2023, the Company did not record any impairment of goodwill. Long-Lived Assets The Company reviews its long-lived assets, including property and equipment, amortizable intangible assets, and right-of-use (“ROU”) assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.
F-9 Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in thousands, except share and per share data or unless otherwise noted) 1. Business Overview Our Business Booz Allen Hamilton Holding Corporation, including its wholly owned subsidiaries, or the Company, we, us, and our, was incorporated in Delaware in May 2008.
F-9 Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted) 1. Business Overview Our Business Booz Allen Hamilton Holding Corporation, including its wholly owned subsidiaries, or the Company, we, us, and our, was incorporated in Delaware in May 2008.
The Company generally includes both funded and unfunded portions of customer contracts in this estimation process. For interim financial reporting periods, contract revenue attributable to indirect costs is recognized based upon agreed-upon annual forward-pricing rates established with the U.S. government at the start of each fiscal year.
The Company generally includes both funded and unfunded portions of customer contracts in this estimation process. For interim financial reporting periods, contract revenue attributable to indirect costs is recognized based upon agreed-upon annual rates established with the U.S. government at the start of each fiscal year.
Under this process, management considers various inputs and assumptions related to the EAC, including, but not limited to, progress towards completion, labor costs and productivity, material and subcontractor costs, and identified risks. Estimating the total cost at completion of performance obligations is subjective and requires management to make assumptions about future activity and cost drivers under the contract.
Management considers various inputs and assumptions related to the EAC, including, but not limited to, progress towards completion, labor costs and productivity, material and subcontractor costs, and identified risks. Estimating the total cost at completion of performance obligations is subjective and requires management to make assumptions about future activity and cost drivers under the contract.
If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for any excess of the carrying amount over the fair value of the asset. During the fiscal years ended March 31, 2024, 2023, and 2022, the Company did not record any material impairment charges.
If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for any excess of the carrying amount over the fair value of the asset. During the fiscal years ended March 31, 2025, 2024, and 2023, the Company did not record any material impairment charges.
Programs and contract assets, channel relationships, and other amortizable intangible assets are generally amortized on an accelerated basis over the expected life based on projected future cash flows of approximately two to fourteen years. Software purchased or developed for internal use is amortized over one to ten years.
Programs and contract assets, channel relationships, and other amortizable intangible assets are generally amortized on an accelerated basis over the expected life based on projected future cash flows of approximately five to fourteen years. Software purchased or developed for internal use is amortized over one to ten years.
Revenue Disaggregation of Revenue We disaggregate our revenue from contracts with customers by contract type and by customer type, as well as by whether the Company acts as prime contractor or sub-contractor, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Disaggregation of Revenue We disaggregate our revenue from contracts with customers by contract type and by customer type, as well as by whether the Company acts as prime contractor or subcontractor, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with U.S. generally accepted accounting principles.
The awards will vest based on the applicable vesting period for the specific award subject to the employees' continued employment with the Company. The Board also granted Class A Restricted Common Stock to members of the Board during fiscal 2024. These awards generally vest over one year.
The awards will vest based on the applicable vesting period for the specific award subject to the employees' continued employment with the Company. The Board also granted Class A Restricted Common Stock to members of the Board during fiscal 2025. These awards generally vest over one year.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID#00042) F- 2 Consolidated Balance Sheets as of March 31, 2024 and 2023 F- 5 Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2024 , 2023 and 2022 F- 6 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2024 , 2023 and 2022 F- 8 Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended March 31, 2024 , 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Booz Allen Hamilton Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Booz Allen Hamilton Holding Corporation (the Company) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income , stockholders' equity and cash flows for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID#00042) F- 2 Consolidated Balance Sheets as of March 31, 2025 and 2024 F- 5 Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2025 , 2024 and 2023 F- 6 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 31, 2025, 2024 and 2023 F- 7 Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2025 , 2024 and 2023 F- 8 Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended March 31, 2025 , 2024 and 2023 F- 9 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Booz Allen Hamilton Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Booz Allen Hamilton Holding Corporation (the Company) as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income , stockholders' equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
As of January 1, 2024, the Company performed its annual impairment test of goodwill by comparing the fair value of the Company (based on market capitalization) to the carrying value of the Company's net equity, and concluded that the fair value of the reporting unit was significantly greater than the carrying amount.
As of January 1, 2025, the Company performed its annual impairment test of goodwill by comparing the fair value of the Company (based on market capitalization) to the carrying value of the Company's net equity, and concluded that the fair value of the reporting unit was significantly greater than the carrying amount.
If the estimate of contract profitability indicates an anticipated loss on a contract, the Company recognizes the total loss at the time it is identified. For fiscal 2024, 2023 and 2022, the aggregate impact of adjustments in contract estimates was not material.
If the estimate of contract profitability indicates an anticipated loss on a contract, the Company recognizes the total loss at the time it is identified. For fiscal 2025, 2024 and 2023, the aggregate impact of adjustments in contract estimates was not material.
As of March 31, 2024, the maturity date of the Term Loan A and the Revolving Commitments is September 7, 2027. Voluntary prepayments of the Term Loan A and the Revolving Loans are permitted at any time, in minimum principal amounts, without premium or penalty.
As of March 31, 2025, the maturity date of the Term Loan A and the Revolving Commitments is September 7, 2027. Voluntary prepayments of the Term Loan A and the Revolving Loans are permitted at any time, in minimum principal amounts, without premium or penalty.
This amount is classified as prepaid expenses and other current assets on the consolidated balance sheet. Current income tax payable represents current liabilities associated with the Company’s current tax returns that the Company intends to file in fiscal 2025. This amount is classified as other current liabilities on the consolidated balance sheet.
This amount is classified as prepaid expenses and other current assets on the consolidated balance sheet. Current income tax payable represents current liabilities associated with the Company’s current tax returns that the Company intends to file in fiscal 2026. This amount is classified as other current liabilities on the consolidated balance sheet.
Additionally, for stand-ready performance obligations to provide services under fixed-price contracts, revenue is recognized over time using a straight-line measure of progress as the control of the services is provided to the customer ratably over the term of the contract.
For stand-ready performance obligations under fixed-price contracts, revenue is recognized over time using a straight-line measure of progress as the control of the services is provided to the customer ratably over the term of the contract.
In addition, from time to time, we are also involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes, and other business matters.
In addition, from time to time, we are also involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with customers and contractors, intellectual property disputes, and other business matters.
To the extent our actual direct and allocated indirect costs decrease or increase from the estimates upon which the price was negotiated, we will generate more or less profit, respectively, or could incur a loss.
To the extent the Company’s actual direct and allocated indirect costs decrease or increase from the estimates upon which the price was negotiated, we will generate more or less profit, respectively, or could incur a loss.
At the end of each fiscal year, estimated annual forward-pricing rates are adjusted to reported actual rates, with contract revenue attributable to indirect costs adjusted accordingly. These preliminary actual rates and their ultimate impact on contract revenue are subject to final audit and negotiation with the U.S. government, which may take place several years in the future.
At the end of each fiscal year, estimated annual rates are adjusted to reported actual rates, with contract revenue attributable to indirect costs adjusted accordingly. These preliminary actual rates and their impact on contract revenue are subject to final audit and negotiation with the U.S. government, which may take place several years in the future.
Disparities between the timing of revenue recognition and customer billings and cash collections result in net contract assets or liabilities being recognized at the end of each reporting period.
Disparities between the timing of revenue recognition and customer billings and cash collections result in changes to net contract assets or liabilities being recognized at the end of each reporting period.
Revenue may either be recognized over time or at a point in time. The Company generally recognizes revenue over time as our contracts typically involve a continuous transfer of control to the customer.
Revenue may either be recognized over time or at a point in time. The Company generally recognizes revenue over time as its contracts typically involve a continuous transfer of control to the customer.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 24, 2024 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 23, 2025 expressed an unqualified opinion thereon.
As a result of this transaction, the Company de-recognized the assets and liabilities associated with the MENA business and recognized a pre-tax gain of $31.2 million in the second quarter of fiscal 2023, which is reflected in other income, net, on the consolidated statement of operations.
As a result of this transaction, the Company de-recognized the assets and liabilities associated with the MENA business and recognized a pre-tax gain of $31 million in the second quarter of fiscal 2023, which is reflected in other income (expense), net, on the consolidated statement of operations. 6.
Changes in these estimates can occur for a variety of reasons and, if significant, may impact the profitability of the Company’s contracts. Changes in estimates related to contracts accounted for under the EAC process are recognized in the period when such changes are made on a cumulative catch-up basis.
Changes in these estimates can occur for a variety of reasons and, if significant, may impact the profitability of the Company’s contracts. Changes in estimates related to contracts accounted for under EACs are recognized in the period when such changes are made on a cumulative catch-up basis.
Stock options generally vest in equal installments over a five-year period subject to the grantee’s continued service on each applicable vesting. All options under the EIP are exercisable, upon vesting, for shares of Class A Common Stock of Holding.
Stock options generally vest in equal installments over a five-year period subject to the grantee’s continued service on each applicable vesting date. All options under the EIP are exercisable, upon vesting, for shares of Class A Common Stock of the Company.
Long-term unbilled receivables not anticipated to be billed and collected within one year, which are primarily related to retainage, holdbacks, and long-term rate settlements to be billed at contract closeout, are included in other long-term assets in the accompanying consolidated balance sheets. Contract liabilities primarily consist of advance payments, billings in excess of costs incurred and deferred revenue.
Long-term unbilled receivables not anticipated to be billed and collected within one year, which are primarily related to retainage, holdbacks, and certain years’ long-term rate settlements to be billed at contract closeout, are included in other long-term assets in the accompanying consolidated balance sheets. Contract liabilities primarily consist of billings in excess of costs incurred and deferred revenue.
Over the next 12 months, the Company estimates that $8.7 million will be reclassified as a decrease to interest expense. Cash flows associated with periodic settlements of interest rate swaps will be classified as operating activities in the consolidated statement of cash flows. The Company is subject to counterparty risk in connection with its interest rate swap derivative contracts.
Over the next 12 months, the Company estimates that $1 million will be reclassified as a decrease to interest expense. Cash flows associated with periodic settlements of interest rate swaps are classified as operating activities in the consolidated statement of cash flows. The Company is subject to counterparty risk in connection with its interest rate swap derivative contracts.
The performance-based awards granted during fiscal 2024 included additional market conditions related to the Company’s total shareholder return relative to its peer group over the three-year performance period. The Company recognizes compensation expense for these performance-based awards with market conditions based on the grant-date fair value calculated using a Monte Carlo model.
The performance-based awards granted during fiscal 2025 included additional market conditions related to the Company’s total stockholder return relative to its peer group over the three-year performance period. The Company recognizes compensation expense for these performance-based awards with market conditions based on the grant-date fair value calculated using a Monte Carlo model.
On July 27, 2023 (the “Tenth Amendment Effective Date”), Booz Allen Hamilton entered into a Tenth Amendment (the “Amendment”) to the Credit Agreement (as amended prior to the Tenth Amendment Effective Date, the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders and other financial institutions party thereto, in order to make permanent certain changes to the Existing Credit Agreement in connection with Booz Allen Hamilton obtaining investment grade ratings from both Moody's and S&P and prepaying the Term Loan B loans in full and to make certain additional changes in connection therewith, including, among other things, (i) removing the requirements for the obligations under the Amended Credit Agreement to be secured, (ii) removing the requirement for any subsidiary or other affiliate of Booz Allen Hamilton (other than the Company) to provide any guarantee of the obligations under the Amended Credit Agreement, and (iii) removing or modifying certain covenants applicable to Booz Allen Hamilton.
On July 27, 2023 (the “Tenth Amendment Effective Date”), Booz Allen Hamilton entere d into a Tenth Amendment (the “Amendment”) to the Credit Agreement (as amended prior to the Tenth Amendment Effective Date, the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders and other financial institutions party thereto, in order to make permanent certain changes to the Existing Credit Agreement in connection with Booz Allen Hamilton obtaining investment grade ratings from both Moody's and S& P and to make certain additional changes in connection therewith, including, among other things, (i) removing the requirements for the obligations under the Amended Credit Agreement to be secured, (ii) removing the requirement for any subsidiary or other affiliate of Booz Allen Hamilton (other than the Company) to provide any guarantee of the obligations under the Amended Credit Agreement, and (iii) removing or modifying certain covenants applicable to Booz Allen Hamilton.
Operating lease balances are included in operating lease ROU assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheet. Cash payments arising from operating leases are classified within operating activities in the consolidated statement of cash flows. As of March 31, 2024, the Company had no finance leases.
Operating lease balances are included in operating lease ROU assets, operating lease liabilities, and operating lease liabilities, net of current portion in the Company’s consolidated balance sheet. Cash payments arising from operating leases are classified within operating activities in the consolidated statement of cash flows. As of March 31, 2025, the Company had no finance leases.
In connection with the Senior Notes obtaining investment grade ratings from Moody’s and S&P, in January 2023, certain negative covenants in the indentures governing the Senior Notes 2028 and Senior Notes 2029 were suspended, and the related guarantees were released.
In connection with the Senior Notes obtaining investment grade ratings from Moody’s and S&P, in January 2023, certain negative covenants in the indentures governing the Senior Notes 2028 and Senior Notes 2029 were suspended.
Management estimates variable consideration as the most likely amount that we expect to achieve based on our assessment of the variable fee provisions within the contract, prior experience with similar contracts or clients, and management’s evaluation of the performance on such contracts.
Management estimates variable consideration as the most likely amount that we expect to achieve based on the Company’s assessment of the variable fee provisions within the contract, prior experience with similar contracts or customers, and management’s evaluation of the performance on such contracts.
We maintain a Rabbi trust to provide for the payment of benefits under our non-qualified deferred compensation plan. As of March 31, 2024, fund assets totaled $29.0 million which include mutual fund investments that are subject to fluctuations in market prices and interest rates.
We maintain a Rabbi trust to provide for the payment of benefits under our non-qualified deferred compensation plan. As of March 31, 2025, fund assets totaled $35 million which include mutual fund investments that are subject to fluctuations in market prices and interest rates.
The Company also will consider whether two or more contracts entered into with the same customer should be combined and accounted for as a single contract. Furthermore, in certain transactions with commercial clients and with the U.S. government, the Company may commence providing services prior to receiving a formal approval from the customer.
The Company also will consider whether two or more contracts entered into with the same customer should be combined and accounted for as a single contract. Furthermore, in certain transactions, the Company may commence providing services prior to receiving a formal approval from the customer.
Furniture and equipment is depreciated over five to ten years, and computer equipment is depreciated over four years. Leasehold improvements are amortized over the shorter of the useful life of the asset or lease term. Maintenance and repairs are charged to expense as incurred.
Furniture and equipment is depreciated over five to ten years, and computer equipment, including laptops and tablets, is depreciated over two to four years. Leasehold improvements are amortized over the shorter of the useful life of the asset or lease term. Maintenance and repairs are charged to expense as incurred.
The Company uses the weighted average number of shares of common stock outstanding during the period to calculate basic earnings per share (“EPS”). Diluted EPS adjusts the weighted average number of shares outstanding to include the dilutive effect of outstanding common stock options and other stock-based awards.
The Company uses the weighted average number of shares of common stock outstanding during the period to calculate basic earnings per share (“EPS”). Diluted EPS adjusts the weighted average number of shares outstanding to include the dilutive effect of outstanding common stock options and other stock-based awards. The Company currently has outstanding shares of Class A Common Stock.
As of March 31, 2024, the Credit Agreement provided Booz Allen Hamilton with a $1,588.1 million Term Loan A (“Term Loan A”) and a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), with a sub-limit for letters of credit of $200.0 million.
As of March 31, 2025, the Credit Agreement provided Booz Allen Hamilton with a $1,526 million Term Loan A (“Term Loan A”) and a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), with a sub-limit for letters of credit of $200 million.
The state net operating loss of $3.1 million is primarily attributable to losses in jurisdictions in which the Company does not file a consolidated return. The foreign net operating loss of $4.9 million is primarily attributable to operations in jurisdictions where the Company has not historically been profitable.
The state net operating loss of $4 million is primarily attributable to losses in jurisdictions in which the Company does not file a consolidated return. The foreign net operating loss of $5 million is primarily attributable to operations in jurisdictions where the Company has not historically been profitable.
As of March 31, 2024 and 2023, $1.4 million and $3.0 million, respectively, of the reserve is reflected as a reduction to deferred taxes and the remaining balance is recorded as a component of other long-term liabilities in the consolidated balance sheet.
As of March 31, 2025 and 2024, $3 million and $1 million, respectively, of the reserve is reflected as a reduction to deferred taxes and the remaining balance is recorded as a component of other long-term liabilities in the consolidated balance sheet.
The goodwill of $330.9 million is primarily attributable to EverWatch's specialized workforce and the expected synergies between the Company and EverWatch, and is non-deductible for tax purposes.
The goodwill of $331 million is primarily attributable to EverWatch's specialized workforce and the expected synergies between the Company and EverWatch, and is non-deductible for tax purposes.
A hypothetical interest rate increase of 25 basis points would have increased interest expense related to the term facilities under our Senior Credit Facility by approximately $2.6 million in fiscal 2024 and $2.7 million in fiscal 2023, and likewise decreased our income and cash flows.
A hypothetical interest rate increase of 25 basis points would have increased interest expense related to the term facilities under our Senior Credit Facility by approximately $2 million in fiscal 2025 and $3 million in fiscal 2024, and likewise decreased our income and cash flows.
Forward pricing rates are estimated and agreed upon between the Company and the U.S. government and represent indirect contract costs required to execute and administer contract obligations. The impact of any agreed-upon changes, or changes in the estimated annual forward-pricing rates, are recorded in the interim financial reporting period when such changes are identified.
These rates are estimated and agreed upon between the Company and the U.S. government and represent indirect contract costs required to execute and administer contract obligations. The impact of any overall changes or changes in the rates are recorded in the interim financial reporting period when such changes are identified.
As of March 31, 2024 and 2023, there were no material amounts accrued in the consolidated financial statements related to these proceedings.
As of both March 31, 2025 and 2024, there were no material amounts accrued in the consolidated financial statements related to these proceedings.
We expect to recognize approximately 70% of the remaining performance obligations as of March 31, 2024 as revenue over the next 12 months, and approximately 80% over the next 24 months. The remainder is expected to be recognized thereafter.
We expect to recognize approximately 65% of the remaining performance obligations as of March 31, 2025 as revenue over the next 12 months, and approximately 70% over the next 24 months. The remainder is expected to be recognized thereafter.
Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods.
Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as the disclosure of contingent assets and liabilities at the date of the financial statements or during the relevant reporting periods (as applicable).
As of March 31, 2024 and 2023, there were 6.0 million and 7.7 million shares, respectively, available for future grant under the EIP. Stock Options Stock options under the EIP are granted at the discretion of the Board of Directors or its Compensation, Culture and People Committee and expire ten years from the grant date.
As of March 31, 2025 and 2024, there were 5.1 million and 6.0 million shares, respectively, available for future grants under the EIP. Stock Options Stock options under the EIP are granted at the discretion of the Board of Directors or its Compensation, Culture and People Committee and expire ten years from the grant date.
However, we did not elect to use the practical expedient which would allow the Company to exclude contracts recognized using the right-to-invoice practical expedient from the remaining performance obligations disclosed below.
However, we did not elect to use the practical expedient for remaining performance obligations, discussed below, which would allow the Company to exclude contracts using the right-to-invoice from remaining performance obligations.
As of March 31, 2024 and 2023, the Company had available federal, state, and foreign net operating loss (“NOL carryforwards”) of $9.2 million and $13.7 million, respectively, that may be applied against future taxable income. The federal net operating loss of $1.2 million is primarily attributable to an acquisition and will begin to expire in fiscal 2037.
As of March 31, 2025 and 2024, the Company had available federal, state, and foreign net operating loss (“NOL carryforwards”) of $10 million and $9 million, respectively, that may be applied against future taxable income. The federal net operating loss of $1 million is attributable to an acquisition and will begin to expire in fiscal 2037.
Acquisition and Divestitures Acquisition On October 14, 2022, the Company completed the acquisition of EverWatch Corp. (“EverWatch”), a leading provider of advanced solutions to the defense and intelligence communities for approximately $445.1 million, net of post-closing adjustments and also incurred transaction costs as part of the acquisition. The acquisition was funded with cash on hand.
Acquisitions and Divestitures Acquisitions Everwatch Corp. On October 14, 2022, the Company completed the acquisition of EverWatch Corp. (“EverWatch”), a leading provider of advanced solutions to the defense and intelligence communities for approximately $445 million, net of post-closing adjustments and also incurred transaction costs as part of the acquisition.
Our final indirect cost rates for fiscal 2022 remain subject to negotiation with the Defense Contract Management Agency (“DCMA”) Administrative Contracting Officer. M anagement believes it has recorded the appropriate provision for claimed indirect costs for any audit, inquiry, or investigation of which it is aware that may be subject to any reductions and/or penalties.
Our final cost rates for the recently audited years remain subject to negotiation with the Defense Contract Management Agency (“DCMA”) Administrative Contracting Officer. Management believes it has recorded the appropriate provision for claimed costs for any audit, inquiry, or investigation of which it is aware that may be subject to any reductions and/or penalties.
The weighted-average discount rate used to determine the year-end benefit obligation for the Officer Medical Plan were 5.20%, 4.90% and 3.75% for fiscal 2024, 2023, and 2022, respectively.
The weighted-average discount rate used to determine the year-end benefit obligation for the Officer Medical Plan were 5.55%, 5.20% and 4.90% for fiscal 2025, 2024, and 2023, respectively.
The Company’s cash and cash equivalent balances presented on the accompanying consolidated balance sheets include $192.7 million and $237.8 million of marketable securities in money market funds as of March 31, 2024 and 2023, respectively. The Company's long-term debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes.
The Company’s cash and cash equivalent balances presented on the accompanying consolidated balance sheets include $802 million and $193 million of marketable securities in money market funds as of March 31, 2025 and 2024, respectively. Long-term Debt The Company's long-term debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes.
In the fourth quarter of fiscal 2024, the Company received an 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”) for fiscal years 2013 through 2015.
Furthermore, during fiscal 2024, the Company received an 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”) for fiscal years 2013 through 2015. 14.
As of March 31, 2024, a 25 basis point increase in interest rates would increase the fair value of our interest rate swaps by approximately $1.4 million and a 25 basis point decrease in interest rates would decrease the fair value of our interest rate swaps by approximately $1.4 million .
As of March 31, 2025, a 25 basis point increase in interest rates would increase the fair value of our interest rate swaps by approximately $2 million and a 25 basis point decrease in interest rates would decrease the fair value of our interest rate swaps by approximately $2 million .
The aggregate fair value of all awards issued during fiscal 2024 was $97.2 million and will be recognized in the accompanying consolidated statements of operations over the applicable vesting period of the awards. The total fair value of restricted stock shares vested during fiscal 2024 and 2023 was $86.2 million and $70.2 million, respectively.
The aggregate fair value of all awards issued during fiscal 2025 was $104 million and will be recognized in the accompanying consolidated statements of operations over the applicable vesting period of the awards. The total fair value of restricted stock shares vested during fiscal 2025 and 2024 was $81 million and $86 million, respectively.
As a result of these transactions, the Company repurchase d 0.3 million shares a nd recorded them as treasury shares at a total cost of $42.3 million in fiscal 2024.
As a result of these transactions, the Company repurchase d 0.3 million shares a nd recorded them as treasury shares at a total cost of $33.4 million in fiscal 2025.
As of March 31, 2024 and 2023, we had $554.3 million and $404.9 million, respectively, in cash and cash equivalents. As of March 31, 2024 and 2023 the interest income as a percentage of average monthly balance sheet cash was approximately 6% and 2%, respectively.
As of March 31, 2025 and 2024, we had $885 million and $554 million, respectively, in cash and cash equivalents. As of March 31, 2025 and 2024 the interest income as a percentage of average monthly balance sheet cash was approximately 3% and 6%, respectively.
For example, we tested controls over the application of the available historical information from resolution of audits and communications from agencies of the U.S. government utilized in the determination of the estimate. We also tested management’s controls over the completeness and accuracy of the data used.
For example, we tested controls over the application of the available historical information from resolution of audits and communications from the DCAA and DCMA utilized in the determination of the estimate. We also tested management’s controls over the completeness and accuracy of the data used.
We include the estimated variable consideration in our transaction price to the extent that it is probable that a significant reversal of revenue will not occur upon the ultimate settlement of the variable fee provision.
The Company includes the estimated variable consideration in its transaction price to the extent that it is probable that a significant reversal of revenue will not occur upon the ultimate settlement of the variable fee provision.
There were undistributed earnings of $2.9 million, $0.3 million, and $1.7 million allocated to the participating class of securities in both basic and diluted earnings per share of common stock for fiscal 2024, 2023, and 2022, respectively. (2) The impact of anti-dilutive options excluded from the calculation of diluted EPS was not material during the periods presented. 5.
There were undistributed earnings of $4 million, $3 million, and less than a million allocated to the participating class of securities in both basic and diluted earnings per share of common stock for fiscal 2025, 2024, and 2023, respectively. (2) The impact of anti-dilutive options excluded from the calculation of diluted EPS was not material during the periods presented. 5.
See Note 15, “Accumulated Other Comprehensive Income,” to our consolidated financial statements.
See Note 15, “Accumulated Other Comprehensive Income (Loss),” to the consolidated financial statements.
Government Contracting Matters - Provision for Claimed Indirect Costs For each of the fiscal years 2024, 2023, and 2022, approximately 98%, 97%, and 97%, respectively, of the Company’s revenue was generated from contracts where the end user was an agency or department of the U.S. government, including contracts where the Company performed either as a prime contractor or subcontractor, and regardless of the geographic location in which the work was performed.
Revenue For each of the fiscal years 2025, 2024, and 2023, approximately 98%, 98%, and 97%, respectively, of the Company’s revenue was generated from contracts with an agency or department of the U.S. government, including contracts where the Company performed either as a prime contractor or subcontractor, and regardless of the geographic location in which the work was performed.
In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely Consolidated Net Total Leverage and Consolidated Net Interest Coverage Ratios. As of March 31, 2024 and March 31, 2023, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt and debt-like instruments.
In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely the Consolidated Net Total Leverage Ratio. As of March 31, 2025 and March 31, 2024, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt.
As of March 31, 2024 and 2023, 0.2 million and 0.4 million options were unvested under the EIP, with a weighted average grant date fair value of $18.45 and $15.61, respectively. There were 0.8 million and 1.1 million EIP options outstanding as of March 31, 2024 and 2023, with a weighted average exercise price of $67.98 and $60.55, respectively.
As of March 31, 2025 and 2024, 0.1 million and 0.2 million options were unvested under the EIP, with a weighted average grant date fair value of $20.60 and $18.45, respectively. There were 0.7 million and 0.8 million EIP options outstanding as of March 31, 2025 and 2024, with a weighted average exercise price of $69.88 and $67.98, respectively.
The remaining $10.5 million of settlements with taxing authorities was previously paid. 14. Employee Benefit Plans Defined Contribution Plan The Company sponsors the Employees’ Capital Accumulation Plan (the “ECAP”), which is a qualified defined contribution plan that covers eligible U.S. and certain international employees. ECAP provides for distributions to participants by reason of retirement, death, disability, or termination of employment.
Employee Benefit Plans Defined Contribution Plan The Company sponsors the Employees’ Capital Accumulation Plan (the “ECAP”), which is a qualified defined contribution plan that covers eligible U.S. and certain international employees. ECAP provides for distributions to participants by reason of retirement, death, disability, or termination of employment.
For the year ended March 31, 2024, 0.2 million shares of Class A Common Stock were purchased by employees under the ESPP. Since the program's inception, 3.7 million shares have been purchased by employees of the total 10.0 million shares available. 18.
The ESPP provides for quarterly offering periods. For the year ended March 31, 2025, 0.3 million shares of Class A Common Stock were purchased by employees under the ESPP. Since the program's inception, 4.0 million shares of the total 10.0 million shares available have been purchased by employees. 18.
U.S. government contracts and subcontracts are subject to extensive legal and regulatory requirements.
Provision for Claimed Costs U.S. government contracts and subcontracts are subject to extensive legal and regulatory requirements.
Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and notes of the Company include its subsidiaries and other entities over which the Company has a controlling financial interest or where the Company is a primary beneficiary.
Securities and Exchange Commission (the “SEC”). All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and notes of the Company also include other entities where the Company is a primary beneficiary.
Dividends The following table summarizes the cash distributions recognized in the consolidated statement of cash flows: Fiscal Year Ended March 31, 2024 2023 2022 Recurring dividends (1) $ 253,413 $ 235,726 $ 209,057 (1) Amounts represent recurring quarterly dividends that were declared and paid for during each quarter of fiscal 2024, 2023, and 2022. 17.
Dividends The following table summarizes the cash distributions recognized in the consolidated statement of cash flows: Fiscal Year Ended March 31, 2025 2024 2023 Recurring dividends (1) $ 268 $ 254 $ 236 (1) Amounts represent recurring quarterly dividends that were declared and paid for during each quarter of fiscal 2025, 2024, and 2023. 17.
During fiscal 2024, 2023, and 2022, respectively, approximately 1.1 million, 1.1 million, and 0.9 million shares of participating securities were paid dividends totaling $2.1 million, $1.8 million, and $1.4 million, respectively.
During fiscal 2025, 2024, and 2023, respectively, approximately 0.7 million, 1.1 million, and 1.1 million shares of participating securities were paid dividends totaling $1 million, $2 million, and $2 million, respectively.
To test the unrecognized tax benefits, we performed audit procedures that included, among others, understanding the application of the tax law and rationale used by management and evaluating whether the uncertain tax position met the “more likely than not” recognition threshold.
To test the reserves for certain uncertain tax positions, we performed audit procedures that included, among others, understanding the application of the tax law and rationale used by management and evaluating whether the uncertain tax position met the more likely than not recognition threshold.

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