Booz Allen Hamilton Holding Corporation

International and currency · International operations and emerging markets

We are subject to risks associated with operating in foreign jurisdictions. We have operations in select foreign locations and, therefore, our business operations are subject to a variety of risks associated with conducting business in foreign jurisdictions, including changes in or interpretations of laws or policies that may adversely affect the performance of our services, political and economic instability in foreign countries and foreign security concerns.

Capital structure and performance · Debt management and refinancing

We have indebtedness and may incur additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future as well as to react to changes in our business. We have indebtedness, and we are able to, and may, incur additional indebtedness in the future. The level of our indebtedness could have important consequences to holders of our common stock, including making it more difficult for us to satisfy our existing debt obligations.

Credit and liquidity · Liquidity and cash flow constraints

We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our ability to make scheduled payments on or refinance our debt obligations will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control.

Market and investment · Interest rate and yield curve risk

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under the Senior Credit Facility are at variable rates of interest and expose us to interest rate risk. With an increase in interest rates, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.

Capital structure and performance · Credit rating and cost of capital

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it more difficult for us to obtain additional debt financing in the future. We and our indebtedness have been rated by nationally recognized rating agencies and may in the future be rated by additional rating agencies. Any downgrade, suspension or withdrawal of a rating by a rating agency could make it more difficult or more expensive for us to obtain additional debt financing in the future.

Digital transformation and innovation · Artificial intelligence and automation

We develop and use artificial intelligence, which could expose us to financial, regulatory, strategic, reputational, and other risks. We use artificial intelligence, including agentic, physical, and adversarial artificial intelligence, and similar tools and technologies (collectively, 'AI') that collect, aggregate, manipulate, or generate data and systems in connection with our business. If the AI that we use produces deficient, inaccurate, or controversial results, or if public opinion of AI is adversely affected due to actual or perceived risks regarding the usage of AI, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business.

Human capital and workforce · Talent acquisition and retention

We may fail to attract, train, and retain skilled and qualified employees, which may impair our ability to generate revenue, effectively serve our customers, and execute our growth strategy. Our business depends in large part upon our ability to attract and retain sufficient numbers of highly qualified individuals who may have advanced degrees and/or appropriate security clearances. We compete for such qualified personnel with other U.S. government contractors, the U.S. government, and private industry, and such competition is intense.

Human capital and workforce · Key personnel dependence and succession

We may lose one or more members of our senior management team or fail to develop new leaders, which could cause the disruption of the management of our business. We believe that the future success of our business and our ability to operate profitably depends on the continued contributions of the members of our senior management and the continued development of new members of senior management.

Project and contract management · Project execution and delivery risks

Our earnings and profitability may vary based on the mix of our contracts and may be adversely affected by our failure to accurately estimate or otherwise recover the expenses, time, and resources for our contracts. We enter into three general types of U.S. government contracts for our services: cost-reimbursable, time-and-materials, and fixed-price. Each of these types of contracts, to varying degrees, involves the risk that we could underestimate our cost of fulfilling the contract, which may reduce the profit we earn or lead to a financial loss on the contract and adversely affect our operating results.

Supply chain and procurement · Supplier operation and dependance

Our failure to maintain strong relationships with other contractors, or the failure of contractors with which we have entered into a sub- or prime-contractor relationship to meet their obligations to us or our customers, could have a material adverse effect on our business and results of operations. As a prime contractor, we often rely on other companies to perform some of the work under a contract, and we expect to continue to depend on relationships with other contractors for portions of our delivery of services and revenue in the foreseeable future.

Economic and market conditions · Inflation and deflation pressures

Global inflationary pressures and new or increased tariffs on certain imports have increased the prices of goods and services, which could raise the costs associated with providing our services, diminish our ability to compete for new contracts or task orders, and/or reduce customer buying power. For a variety of reasons, including geopolitical factors, the global economy in which we operate has faced, and may continue to face, heightened inflationary pressure, impacting the cost of doing business (in both supply and labor markets).

Economic and market conditions · Economic recession and downturns

Deterioration of economic conditions or weakening in credit or capital markets may have a material adverse effect on our business, results of operations and financial condition. Volatile, negative, or uncertain economic conditions, an increase in the likelihood of a recession, or concerns about these or other similar risks may negatively impact our customers' ability and willingness to fund their projects.

Economic and market conditions · Credit market conditions

Instability in the credit or capital markets in the U.S., including as a result of failures of financial institutions and any related market-wide reduction in liquidity, or concerns or rumors about events of these kinds or similar risks, could affect the availability of credit, making it relatively difficult or expensive to obtain additional capital at competitive rates, on commercially reasonable terms or in sufficient amounts, or at all.

Market position and competition · Competitive pressure and market share loss

We face intense competition from many competitors, which could cause us to lose business, lower prices and suffer employee departures. Our business operates in a highly competitive industry, and we compete with companies of all types and sizes, including large enterprise software companies, large global technology providers, government contractors focused principally on the provision of technology services to the U.S. government, large defense contractors that provide both products and technology services to the U.S. government, diversified service providers, systems integrators, small businesses, and technology startups.

Market position and competition · Pricing pressure and margin compression

In the competitive environment in which we operate as a government contractor, the lack of pricing leverage and power to renegotiate long-term, multi-year contracts, coupled with reduced customer buying power as a result of inflation, could reduce our profits, disrupt our business, or otherwise materially adversely affect our results of operations.

Customer and revenue · Customer concentration and key customer dependence

We depend on contracts with U.S. government agencies for substantially all of our revenue. If our reputation or relationships with such agencies are harmed, our future revenue and operating profits would decline. The U.S. government is our primary customer. We expect to continue to derive the vast majority of our revenue from work performed under U.S. government contracts.

Customer and revenue · Revenue concentration in specific products or segments

A significant majority of our revenue is derived from task orders under indefinite delivery/indefinite quantity, or IDIQ, contract vehicles where we perform in either a prime or subcontractor position. We believe that one of the key elements of our success is our position as the holder of 2,426 active task orders under IDIQ contract vehicles as of March 31, 2026.

Innovation and product development · Product development and randd investment risks

Our focus on new growth areas for our business entails risks, including those associated with new relationships, customers, talent needs, capabilities, service offerings, and maintaining our collaborative culture and core values. These efforts entail inherent risks associated with innovation and competition from other participants in those areas, potential failure to help our customers respond to the challenges they face.

Legal and litigation · Litigation and legal proceedings

Adverse judgments or settlements in legal disputes could result in materially adverse monetary damages or injunctive relief and damage our reputation. We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Any such claims, proceedings or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on our result of operations.

Legal and litigation · Intellectual property disputes

Assertions by third parties of infringement, misappropriation or other violations by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results. We may face from time to time, allegations that we or a supplier or customer have violated the rights of third parties, including patent, copyright, trademark, trade secret, and other intellectual property rights.