SecProbe.io

July 19, 2010
CG Appleby Executive Vice President and General Counsel
Booz Allen Hamilton Holding Corporation 8283 Greensboro Drive McLean, Virginia 22102

Re: Booz Allen Hamilton Holding Corporation
Registration Statement on Form S-1
Filed June 21, 2010
  File No. 333-167645

Dear Mr. Appleby:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please provide us with copies of any graphi cs, maps, photographs and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  Such graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investor s prior to our review.
2. We note your disclosure on page ii regarding ma rket and industry data.  Please provide us
with copies of the relevant portions of a ny study, report or book that you cite or on which
you rely as well as the sources for the charts presented.  Please mark the materials to
specifically identify the portions that support your disclosure.  Confirm that the industry
reports or studies that you rely on were publ icly available and not prepared for you and
that you did not compensate the party that  prepared these reports or studies.
Alternatively, please file consents for the par ties providing this data as exhibits to the
registration statement.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 2

3. Throughout your prospectus you rely on the use of defined terms.  Please revise your
prospectus throughout to reduce the use of defi ned terms.  For example, we note many of
the terms listed on page ii.  Because you are using many of these terms for their common
meanings, you could safely eliminate the initia l capital letters without causing confusion.
Your prospectus should be written in compliance with the plain English rules.  See Rule 421 of Regulation C.
4. The prospectus contains jar gon and technical terms that ma ke it difficult for investors
who are not familiar with your business to understand the products and services that you
offer.  We note the following:
• Lead System Integrators, page 2;
• Organizational conflicts of inte rest, or OCI issues; page 3;
• 360-degree assessment process, page 4;
• ID/IQ contracts; page 18
• GSA schedules, page 18;
• GWACs; page 18;
• Base Realignment and Closure Program, page 79; and
• War-gaming, page 88.
Please revise your document and replace technical  jargon with plain English descriptions
so that an ordinary, reasonable investor can better understand your disclosure.  Instead of
using industry jargon, explain these concepts in concrete , everyday language.  If you
must use industry terms, please explain the meaning of the terms the first time they are
used.
Cover Page of Prospectus
5. Please revise the cover page to include only the names of the lead or managing
underwriters.  See Item 501( b)(8) of Regulation S-K.
Market and Industry Data, page ii
6. We note your statement that “investors should not place undue reliance on this
information.”  Please note that you are respons ible for the accuracy of the information in
your prospectus and therefore, it is inappropriate to imply that investors should not rely on the information contained therein.  Please revise accordingly and disclose whether
investors can rely on the information from these sources.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 3

Supplemental Information, page ii

7. In the prospectus summary, please include a ch art that describes the corporate structure of
the company, such as its subsidiaries and parent companies.
Prospectus Summary, page 1
8. We note your summary contains a lengthy de scription of your competitive strengths,
market opportunity and growth strategy.  Further, we note that identical or very similar disclosure appears later in your prospectus.  The summary should not include a lengthy
description of the company’s bus iness and business stra tegy.  This detailed information is
better suited for the body of the prospectus.  Please revise to s ubstantially reduce the
amount of  repetitive disclosure in the  summary.
Overview, page 1

9. Please explain what you mean by the phr ase: “We have grown our revenue organically  . .
. ,” (emphasis added).
10. Please describe elsewhere in the prospectus, such as the business section, how CAGR is
calculated and why this is an appropriate measurement.
Go-to Market Matrix, page 2
11. Please clarify the meaning of th e chart presented on page 2.
Our Value Proposition to Our Clients, page 3
12. We note your discussion of the various government  security clearances on page 4.  In the
business section, please further explain these clearances, such as the difference between
Secret clearance and Top Secret clearance.
The Offering, page 7
13. We note your reference to effecting a stock split prior  to the completion of this offering.
Please further describe the pr oposed stock split and the busin ess reason for effecting the
split.
Summary of Historical Consolidated  Financial and Other Data, page 9
14. Please revise to provide a separate disc ussion for each non-GAAP measure that you are
presenting.  Also, please provide more disc losure for how each measure is used by
management and how they are each useful to an investor.  For the Adjusted Net Income
measure please disclose the reasons for including each reconciling item.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 4

15. Please include a quantitative r econciliation of free cash flow to the most directly
comparable financial measure determined in accordance with GAAP.  Refer to Item 10(e)(1)(i)(A-B) and Question 102.07 of the Compliance and Di sclosure Interpretations
on Non-GAAP Financial Measur es, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
16. We note that you have characterized free cash flow as an operating measure.  However, based upon your description on page 12, it appear s that free cash flow is a measure of
liquidity.  Please revise your disclosure to explain why you consider free cash flow to be an operating measure.
Risk Factors, page 15

17. We note that many of your risk factors c ontain bulleted lists of specific events or
occurrences that could have an effect on your business.  To the extent that any of these
bulleted events could have a material effect  on your business, please separately describe
such risk under its own risk factor subheading.
18. We note that several risk factor subheadi ngs merely state general facts about your
business.  For example only, we note the following subheadings:
• Our professional reputati on is critical to our business, page 19;
• We face intense competition from many competitors . . . , page 21;
• We may have adverse judgments or sett lements in legal disputes, page 22;
• Our business may be adversely affected if we cannot collect our receivables, page
25; and
• There may be a delay in the completion of the U.S. government’s budget process,
page 28
Please revise throughout as necessary to identify briefly in your subheadings the specific risks to you that result from th e noted facts or uncertainties, and then elucidate as needed
to provide details regarding each risk.  Potential investors should be able to read a risk factor subheading and understand the risk as it sp ecifically applies to you.
19. Please discuss in greater detail the professional liability insuran ce program discussed on
page 23.   To the extent applicable, please incl ude a separate risk f actor with respect to
the possible occurrence of those events that might exceed the scope of your insurance.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 5

Risks Related to Our Industry, page 26

Our U.S. government contracts may be terminated by the government at any time . . . , page 26
20. We note the bullet point that discloses th e government’s ability to “claim rights in
solutions, systems and technology produced by [ you].”  Please revise to present clearly
the risk that clients may be able to appropr iate your work-product and discuss in greater
detail the negative impact such actions by cl ients would have on you and the impact that
such actions may have had in the past, or ex plain to us why further disclosure is not
applicable.
The Acquisition and Recapitalization Transaction, page 42
21. We note your disclosure on page 42 that Booz Allen Investor and its affiliates paid the
purchase price for the acquisition through curre nt and deferred cash payments, stock and
options in Booz Allen Holding and the assu mption by Booz Allen Investor of certain
indebtedness.  We also note your disclosure on page 61 that Booz Allen Holding acquired
Booz Allen Hamilton for total considerat ion of $1,828.0 million and other disclosure
regarding the fair value of  the new shares of common stock exchanged for shares
previously issued.  Please clearly disclose in this section the different components and
amounts that make up the total considerati on paid by Booz Allen Investor and its
affiliates to acquire B ooz Allen Hamilton.
Financing the Merger, page 43
22. We note your disclosure in this  section that, “[t] o fund the aggregate consideration, Booz
Allen Investor and Booz Allen Hamilton entered in to a series of financ ing transactions  . .
. .”  We note that that the total consider ation of $1,828 million, as disclosed on page 61,
does not reconcile with the aggregate consideration listed in this section.  Please reconcile and discuss in greater detail how the li sted transactions funded the aggregate
consideration.
Recapitalization Transaction, page 44

23. Please discuss in greater detail the purpos e of the Recapita lization Transaction and the
effect that this transaction had on the comp any’s financial position.  It may also be
helpful to discuss the effect of this trans action in the Liquidity and Capital Resources
section.
24.  We note that the amendments to the credit facilities waived cert ain covenants to permit
the Recapitalization Transaction.  Please discu ss in greater detail what covenants were
waived and the terms agreed upon to waive such covenants.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 6

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
50
Contract Backlog, page 54
25. We note your statement that you “view growth in total backlog and headcount growth as
the two key measures of [y]our business grow th.”  Please discuss in more detail why
headcount growth is a key measure in your business growth.
26. We note your disclosure that program schedule changes and contract modifications are
your primary risk with respect to whether or not potential revenue will ever be realized
from the backlog.  Please include disclosure regarding the frequency with which these or
other negative factors or occurrences result in unrealized revenue from backlog.  Such
disclosure should provide inve stors with information to better understand and analyze
your backlog performance, bot h past and present.
Operating Costs and Expenses, page 55
27. We note the disclosure that “[i]ncentive compensation gene rally increases as we report
higher revenue.”  It is unclear if this is  a result of increased headcount, increased
compensation per existing staff and management  persons, or a combination.  Please
explain this disclosure further and include in the discussion how gains from operations
are and will be used in the futu re.  That is, clarify to what extent shareholders can expect
efficiency and other marginal gains to go towards company growth or instead employee compensation.
Results of Operations, page 62

Fiscal 2010 Compared to Pro Forma 2009, page 64
28. Please expand your period-on-period disclosure to explain in more detail the changes
between periods.  For example, please disc uss why there was a deployment of 1,500 net
additional consulting staff during fiscal 2010.  Please re vise accordingly throughout.
Liquidity and Capital Resources, page 72
29. We note your disclosure that you do not curren tly intend to pay dividends and that your
ability to pay dividends is limite d by restrictions in your cred it agreements.  We also note
that the company recently paid dividends.  Please reconcile.
Capital Structure and Resources, page 75
30. Please disclose the amount of stockholders’ equity as of  March 31, 2009.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 7

Business, page 78

Patents and Proprietary Information, page 92
31. Please disclose the duration of all patents, tr ademarks and licenses held.  Refer to Item
101(c)(1)(iv) of Regulat ion S-K for guidance.
Legal Proceedings, page 94
32. With respect to the legal proceeding involving the former officers and stockholders of the Predecessor, please disclose th e date the action wa s instituted.  Refer to Item 103 of
Regulation S-K for guidance.
Management, page 96

33. We note your disclosure on page 99 about th e exemptions for controlled companies.
Please also disclose the information required by Item 407(a) of Regulatio n S-K or advise.
Executive Compensation, page 104
34. Please discuss in more detail how the executi ve compensation survey data is used in
determining your executive officers’ compensation.
Elements of Compensation, 105
35. The Compensation Discussion and Analysis sh ould be sufficiently precise to identify
material differences in compensation policies with respect to individual executive officers.  Please expand your discussion of compensation awards to explain specifically
why each named executive officer received the cash compensation and long-term equity
incentive awards that he did.  For exam ple, you should discuss each named executive
officer individually and discuss how and why the compensation committee came to the compensation decision that it did with respect to that named officer.  Please refer to Item
402(b) of Regulation S-K for guidance.
Cash Compensation, page 105

36. We note that the actual Bonus EBITDA exceeded target Bonus EBITA by $62.8 million
and therefore, the compensation committee increased the bonus pool by approximately
$25.4 million, which represented a portion of the excess.  Please revise to further describe why the committee determined that $25.4 milli on was an appropriate amount to increase
the bonus pool.
Compensation Committee Interlocks and Insider Participation, page 120

37. Please provide the information required by Item 407(e)(4) of Regulation S-K as of the last completed fiscal year.

CG Appleby
Booz Allen Hamilton Holding Corporation
July 19, 2010 Page 8

Description of Certain Indebtedness, page 134

38. For each of the credit facilities described in this section, pleas e disclose the actual date
that it is expected to mature or explain to  us why such information is not available.
39. Please discuss in greater detail  any provisions restricting the declaration of dividends.
Description of Capital Stock, page 143
40. Please revise to disclose the amount of authorized stock that  is provided by your
organizational documents or explain why such information is not available.
Underwriting, page 154
41. Please revise to briefly describe the “certain  liabilities” for whic h you have agreed to
indemnify the underwriters.  Refer to  Item 508(g) of Regulation S-K.
Conflicts of Interest, page 157
42. Please incl