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For the transition period from to Commission File No. 001-34972 ____________________________________________________________ Booz Allen Hamilton Holding Corporation (Exact name of registrant as specified in its charter) ___________________________________________________________ Delaware 26-2634160 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8283 Greensboro Drive, McLean, Virginia 22102 (Address of principal executive offices) (Zip Code)
Page PART I. Financial Information 1 ITEM 1 Financial Statements 1 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 15 ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 23 ITEM 4 Controls and Procedures 23 PART II. Other Information 24 ITEM 1 Legal Proceedings 24 ITEM 1A Risk Factors 24 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 24 ITEM 3 Defaults Upon Senior Securities 24 ITEM 4 Mine Safety Disclosures 24 ITEM 5 Other Information 24 ITEM 6 Exhibits 25
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations 2 Condensed Consolidated Statements of Comprehensive Income 3 Condensed Consolidated Statements of Cash Flows 4 Condensed Consolidated Statements of Stockholders' Equity 5 Notes to Unaudited Condensed Consolidated Financial Statements 7 1. Business Overview 7 2. Basis of Presentation 7 3. Revenue 8 4. Earnings Per Share 9 5. Acquisitions, Goodwill and Intangible Assets 9 6. Accounts Payable and Other Accrued Expenses 10 7. Accrued Compensation and Benefits 11 8. Debt 11 9 . Income Taxes 12 10. Investments and Fair Value Measurements 12 11. Commitments and Contingencies 14
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in millions, except share and per share data) September 30, 2026 March 31, 2026 ASSETS Current assets: Cash and cash equivalents $ 334 $ 728 Accounts receivable, net 2,348 2,063 Prepaid expenses and other current assets 202 170 Total current assets 2,884 2,961 Property and equipment, net of accumulated depreciation 167 171 Operating lease right-of-use assets 257 147 Intangible assets, net of accumulated amortization 855 509 Goodwill 3,028 2,399 Deferred tax assets 219 294 Other long-term assets 898 637 Total assets $ 8,308 $ 7,118 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 19 $ 19 Accounts payable and other accrued expenses 1,239 909 Accrued compensation and benefits 654 641 Operating lease liabilities 46 43 Other current liabilities 52 51 Total current liabilities 2,010 1,663 Long-term debt, net of current portion 4,391 3,921 Operating lease liabilities, net of current portion 252 139
Postretirement and other long-term employee benefits 233 224 Other long-term liabilities 178 66 Total liabilities 7,064 6,013 Commitments and contingencies (Note 11) Stockholders' equity: Common stock, Class A - $ 0.01 par value - authorized: 600,000,000 shares; issued: 170,671,224 and 169,805,201 shares at September 30, 2026 and March 31, 2026, respectively; outstanding: 119,096,968 and 120,341,320 shares at September 30, 2026 and March 31, 2026, respectively 2 2 Treasury stock, at cost - 51,574,256 and 49,463,881 shares at September 30, 2026 and March 31, 2026 ( 3,833 ) ( 3,673 ) Additional paid-in capital 1,217 1,155 Retained earnings 3,879 3,644 Accumulated other comprehensive loss ( 21 ) ( 23 )
Total stockholders' equity 1,244 1,105 Total liabilities and stockholders' equity $ 8,308 $ 7,118
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 1
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in millions, except per share data) Three Months Ended September 30, Six Months Ended September 30, 2026 2025 2026 2025 Revenue $ 2,778 $ 2,890 $ 5,578 $ 5,814 Operating costs and expenses: Cost of revenue 1,333 1,340 2,669 2,763 Billable expenses 821 918 1,656 1,799 General and administrative expenses 328 308 633 631 Depreciation and amortization 51 41 96 81 Total operating costs and expenses 2,533 2,607 5,054 5,274 Operating income 245 283 524 540 Interest expense, net ( 52 ) ( 48 ) ( 100 ) ( 92 ) Other income (expense) 6 ( 2 ) 26 1 Income before income taxes 199 233 450 449 Income tax expense 18 58 71 3 Net income $ 181 $ 175 $ 379 $ 446 Earnings per share of common stock (Note 4): Basic $ 1.50 $ 1.42 $ 3.13 $ 3.59 Diluted $ 1.50 $ 1.42 $ 3.13 $ 3.58
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 2
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Amounts in millions) Three Months Ended September 30, Six Months Ended September 30, 2026 2025 2026 2025 Net income $ 181 $ 175 $ 379 $ 446 Other comprehensive gain (loss), net of tax: Change in unrealized loss/(gain) on derivatives designated as cash flow hedges - ( 1 ) 1 ( 2 ) Change in postretirement plan costs 1 1 1 1 Total other comprehensive gain (loss), net of tax 1 - 2 ( 1 ) Comprehensive income $ 182 $ 175 $ 381 $ 445
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in millions) Six Months Ended September 30, 2026 2025 Cash flows from operating activities Net income $ 379 $ 446 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 96 81 Noncash lease expense 22 25 Stock-based compensation expense 44 36 Net gains on investments, dispositions, and other ( 28 ) ( 4 ) Changes in operating assets and liabilities: Accounts receivable, net ( 46 ) 54 Deferred income taxes and income taxes receivable/payable 35 78 Prepaid expenses and other current and long-term assets ( 58 ) ( 77 ) Accrued compensation and benefits 14 ( 13 ) Accounts payable and other accrued expenses 111 23 Other current and long-term liabilities 6 ( 109 ) Net cash provided by operating activities 575 540 Cash flows from investing activities Purchases of property, equipment, and software ( 51 ) ( 49 ) Payments for business acquisitions and dispositions, net of cash acquired ( 934 ) - Payments for strategic investments ( 155 ) ( 12 ) Net cash used in investing activities ( 1,140 ) ( 61 ) Cash flows from financing activities Proceeds from issuance of common stock 20 27 Repurchases of common stock ( 170 ) ( 395 ) Cash dividends paid ( 145 ) ( 138 ) Repayments on term loan ( 724 ) ( 42 ) Net proceeds from debt issuance 1,190 - Net cash provided by (used in) financing activities 171 ( 548 ) Net decrease in cash and cash equivalents ( 394 ) ( 69 ) Cash and cash equivalents - - beginning of period 728 885 Cash and cash equivalents - - end of period $ 334 $ 816 Supplemental disclosures of cash flow information Net cash payments during the period for: Interest $ 94 $ 87 Income taxes $ 14 $ 41 Supplemental disclosures of non-cash investing and financing activities: Share repurchases transacted but not settled and paid $ 6 $ 3 Unpaid property, equipment, and software purchases $ 26 $ 8
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts in millions, except share data) Class A Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Amount Shares Amount Balance at June 30, 2026 170,513,905 $ 2 ( 50,229,648 ) $ ( 3,733 ) $ 1,186 $ 3,769 $ ( 22 ) $ 1,202 Issuance of common stock 147,429 - - - 7 - - 7 Stock options exercised 9,890 - - - 1 - - 1 Repurchase of common stock (1) - - ( 1,344,608 ) ( 100 ) - - - ( 100 ) Net income - - - - - 181 - 181 Other comprehensive income, net of tax - - - - - - 1 1 Dividends paid of $ 0.59 per share of common stock - - - - - ( 71 ) - ( 71 ) Stock-based compensation expense - - - - 23 - - 23 Balance at September 30, 2026 170,671,224 $ 2 ( 51,574,256 ) $ ( 3,833 ) $ 1,217 $ 3,879 $ ( 21 ) $ 1,244 Balance at March 31, 2026 169,805,201 $ 2 ( 49,463,881 ) $ ( 3,673 ) $ 1,155 $ 3,644 $ ( 23 ) $ 1,105 Issuance of common stock 776,800 - - - 14 - - 14 Stock options exercised 89,223 - - - 4 - - 4 Repurchase of common stock (2) - - ( 2,110,375 ) ( 160 ) - - - ( 160 ) Net income - - - - - 379 - 379 Other comprehensive income, net of tax - - - - - - 2 2 Dividends paid of $ 1.18 per share of common stock - - - - - ( 144 ) - ( 144 ) Stock-based compensation expense - - - - 44 - - 44 Balance at September 30, 2026 170,671,224 $ 2 ( 51,574,256 ) $ ( 3,833 ) $ 1,217 $ 3,879 $ ( 21 ) $ 1,244
(1) During the three months ended September 30, 2026, the Company purchased 1.3 million shares of the Company's Class A Common Stock for $ 99 million. Additionally, the Company's repurchase of common stock for the three months ended September 30, 2026 includes $ 1 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period. (2) During the six months ended September 30, 2026, the Company purchased 2.0 million shares of the Company's Class A Common Stock for $ 149 million. Additionally, the Company's repurchase of common stock for the six months ended September 30, 2026 includes $ 11 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5
BOOZ ALLEN HAMILTON HOLDING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts in millions, except share data) Class A Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Amount Shares Amount Balance at June 30, 2025 168,850,097 $ 2 ( 45,141,112 ) $ ( 3,249 ) $ 1,071 $ 3,271 $ ( 30 ) $ 1,065 Issuance of common stock 145,657 - - - 9 - - 9 Stock options exercised 115,374 - - - 8 - - 8 Repurchase of common stock (3) - - ( 1,944,702 ) ( 210 ) - - - ( 210 ) Net income - - - - - 175 - 175 Dividends paid of $ 0.55 per share of common stock - - - - - ( 68 ) - ( 68 ) Stock-based compensation expense - - - - 17 - - 17
(3) During the three months ended September 30, 2025, the Company purchased 1.9 million shares of the Company's Class A Common Stock for $ 207 million. Additionally, the Company's repurchase of common stock for the three months ended September 30, 2025 includes $ 3 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period. (4) During the six months ended September 30, 2025, the Company purchased 3.3 million shares of the Company's Class A Common Stock for $ 361 million. Additionally, the Company's repurchase of common stock for the six months ended September 30, 2025 includes $ 16 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
3. 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. The following series of tables presents our revenue disaggregated by these categories. Revenue by Contract Type: Three Months Ended September 30, Six Months Ended September 30, 2026 2025 2026 2025 Cost-reimbursable $ 1,638 59 % $ 1,713 59 % $ 3,245 58 % $ 3,471 60 % Time-and-materials 580 21 % 638 22 % 1,196 22 % 1,276 22 % Fixed-price 560 20 % 539 19 % 1,137 20 % 1,067 18 % Total Revenue $ 2,778 100 % $ 2,890 100 % $ 5,578 100 % $ 5,814 100 %
Performance Obligations Remaining performance obligations represent the transaction price of exercised contracts for which work has not yet been performed, irrespective of whether funding has or has not been authorized and appropriated as of the date of exercise. Remaining performance obligations exclude negotiated but unexercised options, the unfunded value of expired contracts, and certain variable consideration that was determined to be constrained. As of September 30, 2026 and March 31, 2026, the Company had $ 11.8 billion and $ 10.7 billion of remaining performance obligations, respectively. We expect to recognize approximately 65 % of the remaining performance obligations at September 30, 2026 as revenue over the next 12 months, and approximately 75 % over the next 24 months. The remainder is expected to be recognized thereafter. Contract Related Balances Changes in contract assets and contract liabilities are primarily due to the timing difference between the Company's performance of services and payments from customers; contract assets consist mainly of unbilled receivables (the amount of revenue recognized that exceeds the amount billed to the customer), and contract liabilities consist mainly of d eferred revenue (cash received prior to performance for programs and billings in excess of costs incurred). The following table summarizes the contract related balances recognized on the Company's condensed consolidated balance sheets: Description of Contract Related Balance Balance Sheet Line Item September 30, 2026 March 31, 2026 Accounts receivable, net Accounts receivable, net $ 2,348 $ 2,063 Accounts receivable - billed Accounts receivable, net 639 555 Allowance for credit losses Accounts receivable, net ( 2 ) ( 1 ) Current contract assets - unbilled receivables Accounts receivable, net 1,711 1,509 Non-current contract assets - unbilled receivables Other long-term assets $ 142 $ 58 Current contract liabilities - deferred revenue Other current liabilities $ 36 $ 28
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
The majority of the increase in contract assets relates to the acquisition of Defy Security in the first quarter of fiscal 2027. See Note 5, "Acquisitions, Goodwill, and Intangible Assets," to the condensed consolidated financial statements for further details on the acquisition. For the three months ended September 30, 2026 and 2025, we recognized revenue of $ 5 million and $ 1 million, respectively, and for the six months ended September 30, 2026 and 2025 we recognized revenue of $ 20 million and $ 12 million, respectively, related to our contract liabilities on April 1, 2026 and 2025, respectively. 4. Earnings Per Share The table below provides a reconciliation of the income used to compute basic and diluted EPS for the periods presented: Three Months Ended September 30, Six Months Ended September 30, 2026 2025 2026 2025 Numerator (1) : Earnings for basic computations $ 179 $ 174 $ 375 $ 443 Earnings for diluted computations $ 179 $ 174 $ 375 $ 443 Denominator: Weighted-average common stock shares outstanding, basic 119,552,012 122,662,037 119,758,635 123,388,093 Dilutive stock options and restricted stock 39,625 219,526 128,344 289,899 Weighted-average common stock shares outstanding, diluted 119,591,637 122,881,563 119,886,979 123,677,992 Earnings per common share: Basic $ 1.50 $ 1.42 $ 3.13 $ 3.59 Diluted $ 1.50 $ 1.42 $ 3.13 $ 3.58
(1) The difference between earnings for basic and diluted computations and net income presented on the condensed consolidated statements of operations is due to undistributed earnings and dividends allocated to the participating securities. There were approximately 1.4 million and 0.9 million shares, respectively, of participating securities for the three months ended September 30, 2026 and 2025 and 1.2 million and 0.9 million shares of participating securities for the six months ended September 30, 2026 and 2025, respectively. 5. Acquisitions, Goodwill, and Intangible Assets Acquisition of Ultra I&C Mission Solutions Business On August 24, 2026, the Company acquired the Ultra I&C Mission Solutions business ("Ultra Mission Solutions") for approximately $ 729 million, subject to certain customary adjustments including net working capital. Ultra Mission Solutions is a defense technology business specializing in mission critical software, encryption, and edge compute products. The acquisition was funded with cash on hand and proceeds from the Company's recently issued bonds. See Note 8, "Debt", to the condensed consolidated financial statements for further discussion of the Company's bonds issued during the period. The acquisition is accounted for under the acquisition method of accounting, resulting in provisional goodwill of $ 501 million, which is primarily attributable to the expected synergies between the Company and Ultra Mission Solutions and is partially deductible for tax purposes. The Company provisionally recognized $ 284 million of intangible assets, consisting of $ 213 million of contract related assets and $ 71 million of developed technology, being amortized primarily over the estimated useful life of thirteen years and eight years , respectively. The remaining net liabilities assumed are provisionally recognized at $ 56 million, and consist primarily of deferred tax liabilities of $ 72 million related to the acquired intangibles. The valuation of the assets acquired and liabilities assumed with the acquisition of Ultra Mission Solutions is provisional and based on valuation estimates and assumptions. Although the Company does not currently expect material changes to the initial value of net assets acquired, the Company continues to evaluate assumptions related to the valuation of the assets acquired and liabilities assumed. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. Acquisition of Defy Security On April 6, 2026, the Company acquired Defy Security for $ 235 million. Defy Security will enable the Company to deliver end-to-end, tech-enabled cybersecurity solutions and products for U.S. and foreign customers. The acquisition was funded with cash on hand. 9
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
The acquisition is accounted for under the acquisition method of accounting, resulting in provisional goodwill of $ 128 million, which is primarily attributable to the expected synergies between the Company and Defy Security and is partially deductible for tax purposes. The Company recognized $ 88 million of intangible assets which consist of contract related assets and are being amortized over the estimated useful life of eight years . The remaining net assets acquired are recognized at $ 19 million, which includes current billed and unbilled accounts receivable of $ 221 million and non‑current unbilled receivables of $ 89 million, partially offset by current accounts payable and accrued expenses of $ 217 million and non‑current accrued expenses of $ 80 million. The valuation of Defy Security's assets acquired and liabilities assumed is substantially complete, with the exception of tax assets acquired and liabilities assumed and other certain matters. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. Goodwill As of September 30, 2026 and March 31, 2026, goodwill was $ 3,028 million and $ 2,399 million, respectively. The $ 629 million increase in the carrying amount of goodwill was attributable to the Company's acquisitions of Defy Security and Ultra Mission Solutions. Intangible Assets Intangible assets consisted of the following at the periods presented below: September 30, 2026 March 31, 2026 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer contracts and related customer relationships $ 920 $ 406 $ 514 $ 619 $ 365 $ 254 Software 309 158 151 202 137 65 Total amortizable intangible assets $ 1,229 $ 564 $ 665 $ 821 $ 502 $ 319 Unamortizable intangible assets: Trade name $ 190 $ - $ 190 $ 190 $ - $ 190 Total $ 1,419 $ 564 $ 855 $ 1,011 $ 502 $ 509
6. Accounts Payable and Other Accrued Expenses Accounts payable and other accrued expenses consisted of the following at the periods presented below: September 30, 2026 March 31, 2026 Vendor payables $ 680 $ 594 Provision for claimed costs 249 248 Accrued interest 42 32 Accrued expenses (1) 268 35 Total accounts payable and other accrued expenses $ 1,239 $ 909
(1) Accrued expenses for the period ending September 30, 2026 include $ 180 million due to the acquisition of Defy Security. See Note 11, "Commitments and Contingencies," to the condensed consolidated financial statements for further discussion of the Company's provision for claimed costs. 10
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
7. Accrued Compensation and Benefits Accrued compensation and benefits consisted of the following at the periods presented below: September 30, 2026 March 31, 2026 Accrued payroll $ 245 $ 289 Accrued retirement 118 77 Accrued paid time off 232 222 Other 59 53 Total accrued compensation and benefits $ 654 $ 641
Booz Allen Hamilton Inc., a wholly owned subsidiary of Booz Allen Hamilton Holding Corporation, as borrower, and Booz Allen Hamilton Holding Corporation, as guarantor, are parties to a Credit Agreement dated as of July 31, 2012, as amended, which as of September 30, 2026, provides the Company with a term loan of $ 741 million and a $ 1,500 million revolving credit facility (the "Revolving Credit Facility"), with a sub-limit for letters of credit of $ 200 million. The Company occasionally borrows under the Revolving Credit Facility for our working capital needs. As of both September 30, 2026 and March 31, 2026, there was no outstanding balance on the Revolving Credit Facility. Booz Allen Hamilton Inc. has issued senior notes in six separate and distinct tranches, as shown in the table above, all of which bear interest at specified rates and have individual and separate maturity dates. The two latest tranches were issued in the second quarter of fiscal 2027, where Booz Allen Hamilton Inc. issued $ 1.2 billion aggregate principal amount of its senior notes and subsequently paid off the outstanding balance of Term Loan A-1. All senior notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Booz Allen Hamilton Holding Corporation, pursuant to applicable indentures. All senior notes' indentures contain certain covenants, events of default and other customary provisions. As of September 30, 2026 and March 31, 2026, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt. For further information on the Company's debt, including material terms, conditions, restrictions and redemption options, see Note 10, "Debt," of the Company's consolidated financial statements included in the fiscal 2026 Annual Report on Form 10-K. 11
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
9. Income Taxes The Company's effective income tax rates were 9.0 % and 24.9 % for the three months ended September 30, 2026 and 2025, respectively, and 15.8 % and 0.7 % for the six months ended September 30, 2026 and 2025, respectively. Our effective tax rates for these periods differ from the federal statutory rate of 21.0% primarily due to the inclusion of state income taxes and permanent rate differences, which are predominantly related to certain executive compensation and the accrual of reserves for uncertain tax positions, offset by research and development tax credits, excess tax benefits for employee share-based compensation, and the Foreign-Derived Deduction-Eligible Income deduction. In addition, the fiscal year 2026 effective tax rate was also lower related to adjustments to the Company's uncertain tax position reserves as outlined below. As of September 30, 2026 and March 31, 2026, the Company recorded $ 85 million and $ 75 million, respectively, of reserves for uncertain tax positions ("UTPs") primarily related to research and development tax credits. During the six months ended September 30, 2025, the Company reduced its UTPs by $ 86 million related to an adjustment from the completion of Internal Revenue Service (the "IRS") examination procedures of the Company's amended federal income tax returns through fiscal year 2021. No similar adjustment was recorded in the six months ended September 30, 2026. Due to the magnitude of the refund requested in the amended returns, the case will be referred to the Joint Committee on Taxation (the "JCT") for further evaluation, as required by law for tax refunds or reductions exceeding $5 million. While the JCT has not yet reviewed this case, management does not anticipate that the resolution of this review will have a material adverse effect on the Company's financial position or results of operations. In addition, the Company has accrued a tax benefit for interest income (net of tax effect) on the long-term receivable related to the refund requested on the amended returns of $ 3 million and $ 22 million for the six months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and March 31, 2026, the Company recorded long-term income tax receivables of $ 182 million and $ 178 million, respectively, which represents the amended U.S. federal return refund claims related to the audits referenced above and remains classified as other long-term assets on the condensed consolidated balance sheet as the case is subject to JCT review. 10. Investments and Fair Value Measurements Investments Our investments related to unconsolidated entities included in other long-term assets of the Company's consolidated balance sheets at September 30, 2026 and March 31, 2026 were: Investments September 30, 2026 March 31, 2026 Equity method investments $ 322 $ 184 Other investments 197 160 Total Investments $ 519 $ 344
Equity Method Investments The Company's equity method investments include investments in two venture capital funds that are considered related parties. The carrying value of these funds included in the table above as of September 30, 2026 and March 31, 2026 was $ 313 million and $ 178 million, respectively. The Company's unfunded capital commitments as a limited partner in these funds at September 30, 2026 was $ 187 million. Other Investments - Nonrecurring Fair Value Measurements As of September 30, 2026 and March 31, 2026 , the total of our investments that are accounted for at fair value on a non-recurring basis under the measurement alternative were $ 184 million and $ 146 million, respectively. While these assets are not measured at fair value on an ongoing basis, they are subject to fair value adjustments in certain circumstances (e.g., observable price changes or impairment). Cumulative fair value adjustments on these investments through September 30, 2026 were $ 50 million. 12
Table of Contents BOOZ ALLEN HAMILTON HOLDING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables in millions, except share and per share data or unless otherwise noted)
Recurring Fair Value Measurements The financial instruments measured at fair value on a recurring basis in the accompanying condensed consolidated balance sheets consisted of the following at the periods presented below: September 30, 2026 March 31, 2026 Level 1 Level 2 Total Level 1 Level 2 Total Assets: Money market funds $ 262 $ - $ 262 $ 307 $ - $ 307 Long-term deferred compensation plan asset 44 - 44 40 - 40 Total Assets $ 306 $ - $ 306 $ 347 $ - $ 347 Liabilities: Current derivative instruments $ - $ - $ - $ - $ 1 $ 1 Long-term deferred compensation plan liability 44 - 44 40 - 40 Total Liabilities $ 44 $ - $ 44 $ 40 $ 1 $ 41
The Company did not have any Level 3 assets or liabilities as of September 30, 2026 or March 31, 2026. Derivatives The Company utilizes interest rate derivative financial instruments, which were designated as cash flow hedges, to manage its exposure to interest rate risk related to its variable rate debt, and reducing volatility of interest expense as the variable-to-fixed interest rate swaps effectively convert a portion of the variable rate debt into fixed interest rate debt. As of September 30, 2026, the Company's outstanding interest rate swaps have a total notional amount of $ 200 million and mature on June 30, 2027. The Company's interest rate swaps are considered over-the-counter derivatives which are recorded in the condensed consolidated balance sheet on a gross basis at estimated fair value. Fair value is estimated based on the present value of future cash flows using a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The changes in the fair value of interest rate swaps designated as cash flow hedges are recorded in AOCI, net of taxes, and are subsequently reclassified into interest expense, net in the period that the hedged forecasted interest payments are made on the Company's variable-rate debt. Cash flows associated with periodic settlements of interest rate swaps are classified as operating activities in the condensed consolidated statement of cash flows. Deferred Compensation Plans Investments in this category consist primarily of mutual funds whose fair values are determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs. These assets are recorded in other long-term assets and represent investments held in a consolidated trust to fund the Company's non-qualified deferred compensation plan, which is recorded in other long-term liabilities on our condensed consolidated balance sheets. Cash and Cash Equivalents As of September 30, 2026 and March 31, 2026, the Company's cash and cash equivalents presented on the accompanying condensed consolidated balance sheets include the money market funds disclosed in the table above. As of September 30, 2026 and March 31, 2026, the fair value of the Company's cash and cash equivalents approximated its carrying value. Long-term Debt The Company's long-term debt is carried at amortized cost and fair value is disclosed on a quarterly basis. The estimated fair value of debt is determined using quoted prices or other market information obtained from recent trading activity of the debt in markets that are not active (Level 2 inputs). The fair value is corroborated by prices derived
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