Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our condensed consolidated financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q, or Quarterly Report.
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission on May 22, 2026, or Annual Report, and under Part II, "Item 1A. Risk Factors," and "- Special Note Regarding Forward-Looking Statements" of this Quarterly Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Our fiscal year ends March 31 and, unless otherwise noted, references to years or fiscal are for fiscal years ended March 31. See "-Results of Operations."
Overview
Booz Allen is an advanced technology company, building products and solutions for government and business. We are a leader at the forefront of the nation's technology ecosystem. Our approximately 31,000 employees build tech for a diverse base of federal government and commercial customers, both domestically and in select foreign locations. By investing in emerging technologies, talent, and new business models, including partnerships with leading technology companies, venture investments, and the development of military grade products, we are accelerating the delivery of tech solutions.
Factors and Trends Affecting Our Results of Operations
Our results of operations have been, and we expect them to continue to be, affected by the following factors, which may cause our future results of operations to differ from our historical results of operations discussed under "-Results of Operations."
U.S. Budgetary and Regulatory Environment
The U.S. continues to face an uncertain and evolving budgetary and regulatory environment, and we expect this uncertainty will continue. Our business performance is affected by the overall level of U.S. government spending and the alignment of our offerings and capabilities with the spending priorities of the U.S. government.
The U.S. government continues to review spending across U.S. government agencies to ensure it aligns with the administration's priorities of maximizing governmental efficiency and productivity. Additionally, U.S. government agencies continue their own independent reviews of their contract portfolios and future procurements in response to recent executive orders focused on efficiency in government procurement. We have been, and will continue to be, subject to these reviews, and we have had, and may in the future have, certain of our contracts impacted, reduced or canceled or experience price adjustments and renegotiations, as a result of these reviews. There can be no assurance that these reviews will not ultimately have a material adverse impact on our business and financial performance.
The U.S. government has put in place a number of executive orders and actions that could impact our business, including orders intended to (i) simplify and accelerate the procurement process through a review and restructuring of the Federal Acquisition Regulation ("FAR"), and its supplements, (ii) modernize defense acquisitions by promoting commercial solutions, innovative acquisition authorities, and other existing streamlined processes, (iii) limit stock buybacks and the payment of dividends by certain defense contractors and (iv) increase the use of firm-fixed price contracts by federal agencies.
The formal rulemaking process regarding the FAR remains ongoing, with many of the formal rules issued and review of public comments underway; however, proposed rules include changes that formalize the FAR's deviation-based approach and make certain streamlining shifts, as well as incorporating a number of other pending rules. In early November 2025, the Secretary of War announced and released an associated memorandum regarding a new acquisition strategy and directing certain reforms addressing Department of War purchases of military weapons, including elevating and empowering the acquisition workforce, maximizing acquisition flexibility, and improving lifecycle risk management. Additionally, on December 18, 2025, the National Defense Authorization Act ("NDAA") was signed into law, which included a number of reforms that may also impact our business, including exempting nontraditional contractors from certain burdensome compliance requirements. Further, in August 2026, contemporaneously with the issuance of a portion of the formal FAR rulemaking, the Small Business Administration ("SBA") proposed revisions to its size standards which are intended to streamline the program but have the potential, if implemented, to reshape the small business landscape by significantly expanding eligibility for SBA programs. The impact of the aforementioned changes remains uncertain. The continued focus on removing barriers to new entrants and any related future legislation could reduce the likelihood of direct awards to companies like Booz Allen and affect our competitive position, while the new acquisition strategy and streamlined procurement processes have the potential to have positive impacts on our business.
On January 7, 2026, the President signed an executive order, "Prioritizing the Warfighter in Defense Contracting", which would restrict stock buy-backs or corporate distributions for underperforming defense contractors, as identified by the Secretary of War. If the Company is identified pursuant to this executive order, it may have a negative impact on our dividends, stock buyback programs, and our ability to attract and retain talented executives. Compliance with the requirements of this executive order may be complex, costly and time-consuming, and our subcontractors may not have the necessary resources to ensure compliance. In addition, in March 2026, certain Senators introduced the Warfighter in Defense Contracting Act of 2026, which would codify and go beyond this executive order by instituting, absent a waiver, a blanket prohibition on such dividends, buybacks, and executive compensation above certain levels. In addition, the Senate Armed Services Committee's version of the NDAA for Fiscal Year 2027 includes a related provision that would require contractors to submit a qualified defense investment plan to increase production capacity or otherwise face restrictions on stockholder distributions. These proposed legislations far exceed the framework contemplated by the executive order and would introduce significant administrative burdens for us and other companies that could be subject to such legislation.
On April 30, 2026, the President signed an executive order, "Promoting Efficiency, Accountability, and Performance in Federal Contracting," which directs federal agencies, subject to certain exceptions, (i) to increase the use of firm-fixed price contracts for new awards to the maximum extent consistent with law, and (ii) to seek to modify, restructure, or renegotiate, their top ten highest-dollar-value contracts issued on an other-than-fixed price basis. The Company is supportive of the recent focus by the administration on the increased usage of fixed-price and outcomes-based contracting (we refer to firm fixed price contracts where we deliver a specific outcome for a predetermined price as "outcomes-based contracting"). Compared to time-and-materials and cost-reimbursable contracts, outcomes-based contracting generally offers higher margin opportunities because we receive the benefits of any cost savings, but can involve greater financial risk because we bear the impact of any cost overruns. Additionally, we believe outcomes-based contracting results in more efficient contracting outcomes and potential savings for the U.S. government.
On September 2, 2026, the President signed into law a continuing resolution funding the U.S. government through December 11, 2026. A full-year, comprehensive appropriations agreement has not been reached; therefore future federal funding levels remain subject to uncertainty, and delays or disruptions in the appropriations process, including a prolonged government shutdown, could adversely affect our business, financial condition and results of operations.
Contract Backlog
We define backlog to include the following three components:
•Funded Backlog. Funded backlog represents the value of orders under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.
•Unfunded Backlog. Unfunded backlog represents the estimated value of orders under existing contracts for which funding has not been appropriated or otherwise authorized.
•Priced Options. Priced contract options represent the estimated 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.
Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under indefinite delivery/indefinite quantity ("IDIQ") contracts, General Services Administration ("GSA") Multiple Award schedule contracts ("GSA schedules") or other master agreement contract vehicles, except to the extent that task orders have been awarded to us under those contracts.
The following table summarizes the value of our contract backlog as of the respective periods presented:
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September 30,
2026
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September 30,
2025
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|
(In millions)
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|
Backlog (1):
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|
Funded
|
$
|
5,711
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|
|
$
|
5,440
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|
Unfunded
|
10,409
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|
|
10,668
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|
Priced options
|
24,813
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|
|
24,080
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Total backlog
|
$
|
40,933
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|
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$
|
40,188
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|
|
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|
(1) Backlog presented includes backlog acquired from the Company's acquisition of Ultra Mission Solutions during the six months ended September 30, 2026. Total backlog acquired from Ultra was approximately $164 million at the acquisition date.
Our total backlog consists of contractual values which is inclusive of remaining performance obligations, and potential contract value from unexercised option periods and other unexercised optional orders. As of September 30, 2026 and March 31, 2026, the Company had $11.8 billion and $10.7 billion of remaining performance obligations, respectively, and we expect to recognize approximately 65% of the remaining performance obligations as of 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. We also expect to recognize revenue from a substantial portion of funded backlog as of September 30, 2026, within the next twelve months. However, given the uncertainties discussed below, as well as the risks described in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, we can give no assurance that we will be able to convert our performance obligations or funded backlog into revenue in any particular period, if at all. 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. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.
We view growth in total backlog as a key measure of our potential business growth. Total backlog increased by 2% from September 30, 2025 to September 30, 2026. Additions to funded backlog during the twelve months ended September 30, 2026 and 2025 totaled $11.3 billion and $11.4 billion, respectively, as a result of the conversion of unfunded backlog to funded backlog, the award of new contracts and task orders under which funding was appropriated, and the exercise and subsequent funding of priced options.
We cannot predict with any certainty the portion of our backlog that we expect to recognize as revenue in any future period and we cannot guarantee that we will recognize any revenue from our backlog. The primary risks that could affect our ability to recognize such revenue on a timely basis or at all include: 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, and the other risks and factors listed under "- U.S. Budgetary and Regulatory Environment" in this Quarterly Report, as well as those listed under "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2026. In addition, the amount of our funded backlog is also subject to change due to these factors. In our recent experience, the slowed procurement environment and reductions in contract value have had a negative effect on our ability to convert backlog to revenue as of September 30, 2026, and could have additional impacts in the future to our business and financial performance.
Critical Accounting Estimates and Policies
Our critical accounting estimates and policies are disclosed in the Critical Accounting Estimates and Policies section in Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended March 31, 2026.
Results of Operations
The following table presents items from our condensed consolidated statements of operations for the respective periods shown:
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Three Months Ended
September 30,
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Six Months Ended
September 30,
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|
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2026
|
2025
|
|
|
2026
|
2025
|
|
|
|
(Unaudited)
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(Unaudited)
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Percent
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|
(Unaudited)
|
(Unaudited)
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Percent
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(In millions)
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Change
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(In millions)
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Change
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|
Revenue
|
$
|
2,778
|
|
$
|
2,890
|
|
(4)
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%
|
|
$
|
5,578
|
|
$
|
5,814
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(4)
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%
|
|
Operating costs and expenses:
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|
|
|
|
|
|
|
|
Cost of revenue
|
1,333
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|
1,340
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|
(1)
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%
|
|
2,669
|
|
2,763
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(3)
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%
|
|
Billable expenses
|
821
|
|
918
|
|
(11)
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%
|
|
1,656
|
|
1,799
|
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(8)
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%
|
|
General and administrative expenses
|
328
|
|
308
|
|
6
|
%
|
|
633
|
|
631
|
|
-
|
%
|
|
Depreciation and amortization
|
51
|
|
41
|
|
24
|
%
|
|
96
|
|
81
|
|
19
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%
|
|
Total operating costs and expenses
|
2,533
|
|
2,607
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|
(3)
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%
|
|
5,054
|
|
5,274
|
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(4)
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%
|
|
Operating income
|
245
|
|
283
|
|
(13)
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%
|
|
524
|
|
540
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(3)
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%
|
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Interest expense, net
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(52)
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|
(48)
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|
8
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%
|
|
(100)
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(92)
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|
9
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%
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Other income (expense)
|
6
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|
(2)
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(400)
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%
|
|
26
|
|
1
|
|
2,500
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%
|
|
Income before income taxes
|
199
|
|
233
|
|
(15)
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%
|
|
450
|
|
449
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|
-
|
%
|
|
Income tax expense
|
18
|
|
58
|
|
(69)
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%
|
|
71
|
|
3
|
|
2,267
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%
|
|
Net income
|
$
|
181
|
|
$
|
175
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|
3
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%
|
|
$
|
379
|
|
$
|
446
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|
(15)
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%
|
Revenue
Revenue decreased 4% to $2,778 million, and 4% to $5,578, respectively, for the three and six months ended September 30, 2026 compared to the prior year period. The decrease was primarily driven by the impact of a slowed procurement environment in the prior year, which resulted in a slower start to programs in the current year, predominantly from civil customers, leading to reduced headcount and billable expenses.
Cost of Revenue
Costs associated with compensation and related expenses for our people are the most significant component of our operating costs and expenses. The principal factors that affect our costs are the increases or decreases in labor and employee related costs as we are awarded contracts, task orders, and additional work under our existing contracts, and the hiring of people with specific skill sets and security clearances.
Cost of revenue as a percentage of revenue was 48% and 46% for the three months ended September 30, 2026 and 2025, respectively, and 48% for both the six months ended September 30, 2026 and 2025, respectively. Cost of revenue decreased 1% and 3% for the three and six months ended September 30, 2026 as compared to the three and six months ended September 30, 2025. The decreases were primarily due to decreases in salaries and related benefits due to overall headcount reductions. The prior year to date period also includes $30 million in costs related to employee severance and related charges, not present in the current year.
Billable Expenses
Billable expenses as a percentage of revenue were 30% and 32% for the three months ended September 30, 2026 and 2025, respectively, and 30% and 31% for the six months ended September 30, 2026 and 2025, respectively. Billable expenses decreased 11% and 8% for the three and six months ended September 30, 2026 compared to the three and six months ended September 30, 2025. The decreases were primarily attributable to decreases in other direct expenses and subcontractor expenses, driven by customer demand and timing of customer needs.
General and Administrative Expenses
General and administrative expenses as a percentage of revenue were 12% and 11% for the three months ended September 30, 2026 and 2025, respectively, and 11% for both the six months ended September 30, 2026 and 2025, respectively. General and administrative expenses increased 6% during the three months ended September 30, 2026 and remained flat during the six months ended September 30, 2026 as compared to the same periods in 2025. The year-to-date increase was primarily driven by professional fees associated with the Company's acquisitions, but was partially offset by decreases in salaries and related benefits due to overall headcount reductions.
Depreciation and Amortization
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. Depreciation and amortization expense increased 24% and 19% for the three and six months ended September 30, 2026, as compared to the three and six months ended September 30, 2025, primarily due to the amortization of acquired intangible assets from Defy Security and Ultra Mission Solutions.
Operating Income
Operating income decreased 13% to $245 million and decreased 3% to $524 million for the three and six months ended September 30, 2026, respectively, compared to the three and six months ended September 30, 2025, reflecting a decrease in operating margin from 10% to 9% for the quarter, with the year to date period remaining flat at 9%. Operating income was driven by the increase in expenses and declines in revenue noted above, partially offset by strong contract execution.
Interest Expense, net
Interest expense, net increased 8% and 9% for the three and six months ended September 30, 2026 as compared to the three and six months ended September 30, 2025, primarily driven by decreases in interest income from lower cash balances.
Other income (expense)
Other income (expense), increased to $6 million for the three months ended September 30, 2026 from ($2) million for the three months ended September 30, 2025, and increased to $26 million for the six months ended September 30, 2026 from $1 million for the six months ended September 30, 2025. The increases were primarily driven by an additional gain of $10 million from an earnout associated with the group of contracts sold in the fourth quarter of fiscal 2026. The year-to-date period was also affected by larger increases in the fair value of the Company's investments in fiscal 2027 as compared to fiscal 2026.
Income Tax Expense
Income tax expense decreased 69% for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The effective tax rate decreased to 9.0% from 24.9% for the three month period. Income tax expense increased 2,267% for the six months ended September 30, 2026 as compared to the six months ended September 30, 2025. The effective tax rate increased to 15.8% from 0.7%. The year to date increase in tax expense was primarily driven by a prior year reduction in the income tax reserve related to the completion of IRS examination procedures that did not recur in the current period. The quarter to date decrease reflects the impact of tax planning strategies to maximize tax benefit for foreign derived deduction eligible income. See Note 9, "Income Taxes," to the condensed consolidated financial statements for further information.
Non-GAAP Measures
We publicly disclose certain non-GAAP financial measurements, including Revenue, Excluding Billable Expenses, EBITDA and Adjusted EBITDA, because management uses these measures for business planning purposes, including to manage our business against internal projected results of operations and measure our performance. 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 items. 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. 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 companies in our industry. Revenue, 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. We have defined the aforementioned non-GAAP measures as follows
•Revenue, Excluding Billable Expenses represents revenue less billable expenses.
•EBITDA represents net income before income tax expense, interest expense, net and other income (expense), and depreciation and amortization.
•Adjusted EBITDA represents net income before income tax expense, interest expense, net and other income (expense), and depreciation and amortization and before certain other items, including other corporate expenses. 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.
Below is a reconciliation of our most directly comparable GAAP measures to our non-GAAP measures, Revenue to Revenue, Excluding Billable Expenses and Net income to EBITDA and Adjusted EBITDA, calculated and presented in accordance with GAAP:
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|
|
|
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Three Months Ended
September 30,
|
|
Six Months Ended
September 30,
|
|
(In millions, except share and per share data)
|
2026
|
2025
|
|
2026
|
2025
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
Revenue, Excluding Billable Expenses
|
|
|
|
|
|
|
Revenue
|
$
|
2,778
|
$
|
2,890
|
|
$
|
5,578
|
$
|
5,814
|
|
Less: Billable expenses
|
821
|
918
|
|
1,656
|
1,799
|
|
Revenue, Excluding Billable Expenses
|
$
|
1,957
|
$
|
1,972
|
|
$
|
3,922
|
$
|
4,015
|
|
EBITDA and Adjusted EBITDA
|
|
Net income
|
$
|
181
|
$
|
175
|
|
$
|
379
|
$
|
446
|
|
Income tax expense
|
18
|
58
|
|
71
|
3
|
|
Interest expense, net and other income (expense)
|
46
|
50
|
|
74
|
91
|
|
Depreciation and amortization
|
51
|
41
|
|
96
|
81
|
|
EBITDA
|
296
|
324
|
|
620
|
621
|
|
Other corporate expenses (a)
|
17
|
-
|
|
27
|
14
|
|
Adjusted EBITDA
|
$
|
313
|
$
|
324
|
|
$
|
647
|
$
|
635
|
(a) In fiscal 2027, other corporate expenses consist primarily of acquisition related costs associated with Defy Security in the first quarter of fiscal 2027, and Ultra I&C Mission Solutions business in the second quarter of fiscal 2027. In fiscal 2026, other corporate expenses consist primarily of nonrecoverable costs associated with employee severance from cost management and restructuring initiatives, transaction costs associated with a divestiture, and acquisition related costs associated with the acquisition of Defy Security. See Note 20, "Supplemental Consolidated Financial Information," and Note 21, "Subsequent Events," to the consolidated financial statements within the Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further information.
Liquidity and Capital Resources
As of September 30, 2026, our total liquidity was $1.8 billion, consisting of $334 million of cash and cash equivalents and $1.5 billion available under the Revolving Credit Facility. In the opinion of management, we will be able to meet our liquidity and cash needs through a combination of cash flows from operating activities, available cash balances, and available borrowing under the Revolving Credit Facility. If these resources need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities.
The following table presents selected financial information for the respective periods shown:
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|
|
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|
|
September 30,
2026
|
|
March 31,
2026
|
|
|
(Unaudited)
|
|
|
|
|
(In millions)
|
|
Cash and cash equivalents
|
$
|
334
|
|
|
$
|
728
|
|
|
Total debt
|
$
|
4,410
|
|
|
$
|
3,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
(In millions)
|
|
Net cash provided by operating activities
|
$
|
575
|
|
|
$
|
540
|
|
|
Net cash used in investing activities
|
(1,140)
|
|
|
(61)
|
|
|
Net cash provided by (used in) financing activities
|
171
|
|
|
(548)
|
|
|
Net decrease in cash and cash equivalents
|
$
|
(394)
|
|
|
$
|
(69)
|
|
Historically, we have been able to generate sufficient cash to fund our operations, mandatory debt and interest payments, capital expenditures, and discretionary funding needs. However, due to the trends and developments described above under "-Factors and Trends Affecting Our Results of Operations", it may be necessary to borrow under our Credit Agreement to meet cash demands in the future. 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. 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 computers, business systems, furniture and leasehold improvements to support our operations;
•the ongoing maintenance around all financial management systems;
•commitments and other discretionary investments, including potential capital calls for venture capital investments;
•debt service requirements for borrowings under our Credit Agreement and interest payments for our senior notes; and
•cash taxes to be paid.
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. Some of the possible uses of our remaining excess cash at any point in time may include funding strategic acquisitions and investments, debt repayment, further investment in our business and returning value to stockholders through share repurchases, quarterly dividends and special dividends.
Cash Flows
Operating Cash Flow
Net cash provided by operations was $575 million for the six months ended September 30, 2026 compared to $540 million in the prior year period. The increase in operating cash was primarily driven by strong working capital management and lower tax payments as compared to the prior year, partially offset by reduced revenue volume.
Investing Cash Flow
Net cash used in investing activities was $1,140 million in the six months ended September 30, 2026 compared to $61 million in the prior year period. The increase in investing cash used over the prior year was primarily due to the Company's acquisitions of Defy Security and Ultra Mission Solutions and an increase in the funding of strategic investments in the first half of fiscal 2027.
Financing Cash Flow
Net cash provided by financing activities was $171 million in the six months ended September 30, 2026 compared to $548 million of net cash used in financing activities in the prior year period. The increase in financing cash over the prior year was primarily due to the issuance of senior notes in the second quarter of fiscal 2027, as well as the decrease in share repurchases year over year. The Company borrowed and subsequently repaid $200 million during the six months ended September 30, 2026 and as of both September 30, 2026 and March 31, 2026, there was no outstanding balance on the Revolving Credit Facility.
Dividends and Share Repurchases
On October 23, 2026, the Company announced a regular quarterly cash dividend in the amount of $0.59 per share. The quarterly dividend is payable on December 4, 2026 to stockholders of record on November 12, 2026.
During the three and six months ended September 30, 2026, a quarterly cash dividend of 0.59 and $1.18 per share, respectively, were declared and paid totaling $71 million and $145 million, respectively.
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 $4,085 million on October 22, 2025. 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 the first six months of fiscal 2027, the Company purchased 2.0 million shares of the Company's Class A Common Stock for an aggregate of $149 million. As of September 30, 2026, the Company had approximately $535 million remaining under the repurchase program.
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.
Summarized Financial Information
The Senior Notes due 2030, 2033, 2034, and 2035 were issued by Booz Allen Hamilton pursuant to the respective Indenture, among Booz Allen Hamilton, the Company and U.S. 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.
The tables below present the summarized financial information as combined for the Company and Booz Allen Hamilton as of March 31, 2026 and as of and for the six months ended September 30, 2026, 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 2030, 2033, 2034, and 2035, including earnings from and investments in these entities. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under Regulation S-X and is not intended to present our financial position or results of operations in accordance with GAAP.
Summarized Statements of Financial Condition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
September 30, 2026
|
|
March 31, 2026
|
|
Intercompany receivables from non-guarantor subsidiaries
|
$
|
40
|
|
|
$
|
32
|
|
|
Total other current assets
|
$
|
2,575
|
|
|
$
|
2,921
|
|
|
Goodwill and intangible assets, net of accumulated amortization
|
$
|
1,518
|
|
|
$
|
1,501
|
|
|
Total other non-current assets
|
$
|
1,390
|
|
|
$
|
1,134
|
|
|
Intercompany payables to non-guarantor subsidiaries
|
$
|
135
|
|
|
$
|
102
|
|
|
Total other current liabilities
|
$
|
1,749
|
|
|
$
|
1,645
|
|
|
Long-term debt, net of current portion
|
$
|
4,391
|
|
|
$
|
3,921
|
|
|
Total other non-current liabilities
|
$
|
573
|
|
|
$
|
423
|
|
Summarized Statement of Operations
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|
|
|
|
|
|
|
(in millions)
|
Six Months Ended
September 30, 2026
|
|
Revenue
|
$
|
5,500
|
|
|
Revenue from non-guarantor subsidiaries
|
$
|
5
|
|
|
Operating income
|
$
|
573
|
|
|
Operating loss from non-guarantor subsidiaries
|
$
|
(25)
|
|
|
Net income attributable to the Obligor Group
|
$
|
401
|
|
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 11, "Commitments and Contingencies," to our condensed consolidated financial statements.
Special Note Regarding Forward-Looking Statements
Certain statements contained or incorporated in this Quarterly Report on Form 10-Q (the "Quarterly Report"), include forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "could," "should," "forecasts," "expects," "intends," "plans," "anticipates," "projects," "outlook," "believes," "estimates," "predicts," "potential," "continue," "preliminary," or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including the risks and factors listed under "Item 1A. Risk Factors" and elsewhere in this Quarterly Report, as well as those listed under "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2026. In light of these risks, uncertainties, and other factors, the forward-looking statements might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.