SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Matthew Calderone
Executive Vice President and Chief Financial Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, VA 22102

 Re: Booz Allen Hamilton Holding Corp
 Form 10-K for Fiscal Year Ended March 31, 2024
 File No. 001-34972
Dear Matthew Calderone:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Booz Allen Hamilton Inc.
 8285 Greensboro Drive
 McLean, VA 22102

 Tel: (202) 905-7944
 Email Bernstein_jacob@bah.com

 www.boozallen.com

 March 20, 2025

 VIA EDGAR

 Keira Nakada

 Angela Lumley

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Booz Allen Hamilton Holding Corp

 Form 10-K for Fiscal Year Ended March 31, 2024 Filed May 24, 2024

 File No. 001-34972

 Ladies and Gentlemen:

 This letter sets forth the responses of Booz Allen
Hamilton Holding Corporation (the "Company") to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") contained in the letter, dated March 7, 2025, relating to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the "2024 Form 10-K") filed with the SEC
on May 24, 2024. The Commission's comment is set forth below in bold/italics, and the Company's response is set forth
in plain text immediately following the comment.

 Please let us know if we can provide additional
information to assist in the review process.

 Form 10-K for Fiscal Year Ended
March 31, 2024

 Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations; Non-GAAP Measures, page 51

 1. Please disclose how management uses the free cash flow conversion measure and why you believe it
provides useful information to investors. In addition, to the extent its most comparable GAAP measure is not commonly used, describe what
it represents and how it is calculated. Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

 Response:

 The Company acknowledges the Staff's comment
and respectfully advises the Staff that Free Cash Flow Conversion is calculated as Free Cash Flow (net cash generated from operating activities
less the impact of purchases of property, equipment, and software) divided by Adjusted Net Income. The Company has historically used this
measure to monitor its cash generation and ability to fund business activities as well as to provide information to investors regarding
the Company's ability to convert the Company's Adjusted Net Income into cash.

 The most comparable GAAP measure to Free Cash
Flow Conversion is Operating Cash Flow Conversion, which is calculated as net cash generated from operating activities divided by Net
Income. Operating Cash Flow Conversion measures the efficiency with which the Company converts its net income into cash generated from
operating activities on a GAAP basis.

 The Company further advises the Staff that it
will no longer disclose Free Cash Flow Conversion in its future filings starting with its Form 10-K for the fiscal year ending March 31,
2025.

 * * * *

 If you have any questions regarding this letter,
please do not hesitate to call me at (703) 377-0209.

 Sincerely,

 /s/ Jacob D. Bernstein

 Jacob D. Bernstein
Deputy General Counsel & Secretary
Booz Allen Hamilton Holding Corporation

 cc:
 Keira Nakada

 Angela Lumley

 Securities and Exchange Commission

 Horacio D. Rozanski

 Matthew A. Calderone

 Nancy J. Laben

 Booz Allen Hamilton Holding Corporation

 Matthew E. Kaplan

 Benjamin R. Pedersen

 Debevoise & Plimpton LLP

March 7, 2025
Matthew Calderone
Executive Vice President and Chief Financial Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, VA 22102
Re:Booz Allen Hamilton Holding Corp
Form 10-K for Fiscal Year Ended March 31, 2024
File No. 001-34972
Dear Matthew Calderone:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures, page 51
1.Please disclose how management uses the free cash flow conversion measure and why
you believe it provides useful information to investors. In addition, to the extent its
most comparable GAAP measure is not commonly used, describe what it represents
and how it is calculated. Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

March 7, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 28, 2023
Horacio Rozanski
President and Chief Executive Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, VA 22102
Re:Booz Allen Hamilton Holding Corp
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 20, 2022
File No. 001-34972
Dear Horacio Rozanski:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

February 22, 2023

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549

Re:    Booz Allen Hamilton Holding Corporation

Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 20, 2022
File No. 001-34972

Ladies and Gentlemen:

This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) contained in the letter, dated February 10, 2023, relating to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Form 10-K”) filed with the SEC on May 20, 2022.  The Commission’s comment is set forth below in bold/italics, and the Company’s response is set forth in plain text immediately following the comment.  Please let us know if we can provide additional information to assist in the review process.

Form 10-K for the Fiscal Year Ended March 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures, page 47

1.Your disclosure in footnote (a) indicates that your adjustments for acquisition and divestiture costs include compensation expenses associated with employee retention.  Please tell us the periods over which these types of compensation costs are expected to be incurred.  Please note that if these costs are expected to be incurred over periods in excess of one year, they may be considered normal recurring expenses associated with your business which should not be deducted in calculating your Non-GAAP measures.  Refer to the guidance in Question 100.01 of the staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response:

The Company advises the Staff that, within the acquisition and divestiture costs that we reported in our Non-GAAP measures for the fiscal year ended March 31, 2022 in our Form 10-K, there were no employee retention costs related to periods that extended beyond one year of the acquisition date.

In response to the Staff´s comment, the Company acknowledges Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations (“C&DIs”), as well as Rule 100(b) of Regulation G to which Question 100.01 relates.  The Company respectfully advises the Staff that the Company has considered the foregoing guidance and believes that its presentation of non-GAAP financial measures that adjust for acquisition and divestiture costs, including compensation expenses associated with employee retention, relate directly to such acquisitions and divestitures, and are not part of our normal, recurring cash operating expenses.

The Company considers the necessary retention period for certain key individuals related to our acquisition and divestitures on a transaction-by-transaction basis, taking into account the Company’s strategic objectives for each transaction, in particular with respect to our intentions regarding the integration of the acquired entity into our cost accounting structure.  Our status as a government contractor requires us to comply with various sets of government rules and regulations that do not apply to non-government contractors, particularly government cost accounting.  The successful completion of the integration of an acquired entity is a material undertaking for us that requires considerable planning and resources and would generally coincide with the start of our fiscal year to accompany any significant changes to our cost accounting structure.  These additional regulatory requirements generally have the effect of elongating the time that it takes us to integrate an acquired entity.  The Company considers this integration timeline, as well as other factors such as business continuity, ongoing client contractual commitments, and other infrastructure related tasks, when determining the necessary retention period for certain key employees associated with each acquisition.

Accordingly, we may have instances where we determine that the necessary time period over which to retain key personnel acquired in an acquisition extends beyond a period of one year following the acquisition date.  However, such necessary retention periods generally do not exceed two years subsequent to the date of the acquisition.  These retention arrangements are directly attributable to the respective acquisitions, are not a component of the retained employees’ normal ongoing compensation, and thus are not related to our normal, recurring cash operating expenses.  Accordingly, we believe that our presentation of employee retention costs included in the acquisition and divestiture costs that we reported in our Non-GAAP measures is permissible under the Commission’s rules and the Staff’s guidance, accurately reflects the management of our business, and facilitates comparisons between periods.

*    *    *    *

If you have any questions regarding this letter, please do not hesitate to call me at (703) 377-0209.

Sincerely,

/s/ Jacob D. Bernstein

Jacob D. Bernstein
Deputy General Counsel & Secretary
Booz Allen Hamilton Holding Corporation

cc:    Keira Nakada

Linda Cvrkel

2

Securities and Exchange Commission
Division of Corporation Finance

Horacio D. Rozanski

Matthew A. Calderone

Nancy J. Laben

Booz Allen Hamilton Holding Corporation

Matthew E. Kaplan

Benjamin R. Pedersen

Debevoise & Plimpton LLP

3

United States securities and exchange commission logo
February 10, 2023
Horacio Rozanski
President and Chief Executive Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, VA 22102
Re:Booz Allen Hamilton Holding Corp
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 20, 2022
File No. 001-34972
Dear Horacio Rozanski:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 47
1.Your disclosure in footnote (a) indicates that your adjustments for acquisition and
divestiture costs include compensation expenses associated with employee retention.
Please tell us the periods over which these types of compensation costs are expected to be
incurred.  Please note that if these costs are expected to be incurred over periods in excess
of one year, they may be considered normal recurring expenses associated with your
business which should not be deducted in calculating your Non-GAAP measures.  Refer
to the guidance in Question 100.01 of the staff's Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameHoracio Rozanski
 Comapany NameBooz Allen Hamilton Holding Corp
 February 10, 2023 Page 2
 FirstName LastName
Horacio Rozanski
Booz Allen Hamilton Holding Corp
February 10, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 24, 2020
Horacio D. Rozanski
President and Chief Executive Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, Virginia 22102
Re:Booz Allen Hamilton Holding Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 8, 2020
File No. 001-34972
Dear Mr. Rozanski:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew E. Kaplan

CORRESP
1
filename1.htm

        Booz Allen Hamilton Holding Corporation

        8283 Greensboro Drive

        McLean, VA 22102

        Tel 1-703-902-5000

        Fax 1-703-902-3333

        www.boozallen.com

June 23, 2020

Katherine Bagley

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re: Booz Allen Hamilton Holding Corporation

Preliminary Proxy Statement on Schedule 14A

Filed June 8, 2020

File No. 001-34972

Dear Ms. Bagley:

This letter is in response to your comment letter, dated June
19, 2020, to Booz Allen Hamilton Holding Corporation (the “Company”). The comment of the staff of the U.S. Securities
and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is
set forth in plain text immediately following the comment.

Preliminary Proxy Statement on Schedule 14A
filed June 8, 2020

General

1.        We note
that there is an exclusive forum provision in the twelfth article of your fifth amended and restated certificate of
incorporation that identifies The Court of Chancery of the State of Delaware as the sole and exclusive forum for certain
enumerated actions, including “derivative actions.” Please disclose the extent to which this provision applies to
actions arising under the Securities Act and/or the Exchange Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or
the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise your disclosure to state that
there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the
federal securities laws. If the provision does not apply to actions arising under the Securities Act or the Exchange Act,
please also ensure that the exclusive forum provision in the governing document states this clearly, or tell us how you will
ensure that investors will be informed in future filings that the provision does not apply to actions arising under the
Securities Act or the Exchange Act.

The Company acknowledges the Staff’s comment and will
add the following disclosure to its proxy statement, under “Proposal 4: Adoption of Fifth Amended and Restated Certificate
of Incorporation”, clarifying that the twelfth article of the Company’s fifth amended and restated certificate of incorporation
will not apply to actions arising under the Securities Act or the Exchange Act:

“Exclusive Forum Provision:

The Fifth Amended and Restated Certificate of Incorporation
will require that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following:

 · any derivative action or proceeding brought on behalf of the Company;

 · any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to
the Company or the Company’s stockholders;

 · any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law,
the Company’s Fifth Amended and Restated Certificate of Incorporation or the Company’s bylaws; or

 · any action asserting a claim against the Company governed by the internal affairs doctrine.

Because the applicability of the exclusive forum provision
is limited to the extent permitted by applicable law, we do not intend that the exclusive forum provision would apply to
suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction, and acknowledge that federal courts have concurrent jurisdiction over all suits brought to
enforce any duty or liability created by the Securities Act. We note that there is uncertainty as to whether a court would
enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers.”

In addition, in our next annual report on Form 10-K, we intend
to include both a new risk factor and additional disclosure in our “Description of Capital Stock” exhibit regarding
the scope of the exclusive forum provision.

* * * * *

If you have any questions regarding this letter, please do not
hesitate to call me at (703) 377-0209.

    Sincerely,

    /s/
    Jacob D. Bernstein

    Jacob
    D. Bernstein

    Deputy
    General Counsel & Secretary

    cc:
    Horacio
    D. Rozanski

    Nancy
    J. Laben

    Booz
    Allen Hamilton Holding Corporation

    Matthew
    E. Kaplan

    Debevoise
    & Plimpton LLP

United States securities and exchange commission logo
June 19, 2020
Horacio D. Rozanski
President and Chief Executive Officer
Booz Allen Hamilton Holding Corp
8283 Greensboro Drive
McLean, Virginia 22102
Re:Booz Allen Hamilton Holding Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 8, 2020
File No. 001-34972
Dear Mr. Rozanski:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 8, 2020
General
1.We note that there is an exclusive forum provision in the twelfth article of your fifth
amended and restated certificate of incorporation that identifies The Court of Chancery of
the State of Delaware as the sole and exclusive forum for certain enumerated actions,
including "derivative actions."  Please disclose the extent to which this provision applies
to actions arising under the Securities Act and/or the Exchange Act.  In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please also revise your disclosure to state that there is uncertainty as
to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws. If the provision does not apply to actions

 FirstName LastNameHoracio D. Rozanski
 Comapany NameBooz Allen Hamilton Holding Corp
 June 19, 2020 Page 2
 FirstName LastName
Horacio D. Rozanski
Booz Allen Hamilton Holding Corp
June 19, 2020
Page 2
arising under the Securities Act or the Exchange Act, please also ensure that the exclusive
forum provision in the governing document states this clearly, or tell us how you will
ensure that investors will be informed in future filings that the provision does not apply to
actions arising under the Securities Act or the Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew E. Kaplan

Mailstop 3233

October 17, 2017

Via E -Mail
Lloyd W. Howell, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Booz Allen Hamilton Holding Corpo ration
8283 Greensboro Drive
McLean, VA  22102

Re: Booz Allen Hamilton Holding Corporation
 Form 10 -K for the fis cal year ended March 31, 2017
Filed May 22,  2017
File No. 001-34972

Dear Mr. Howell :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

October 6, 2017

Page 1

Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, VA 22102

Tel     1 703 902 5000

Fax    1 703 902 3333

www.boozallen.com

October 6, 2017

Kristi Marrone
Staff Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Re:    Booz Allen Hamilton Holding Corporation

Form 10-K for the Fiscal Year Ended March 31, 2017 Filed May 22, 2017

File No. 1-34972

Dear Ms. Marrone:

This letter is in response to your comment letter, dated September 15, 2017, which provided additional comments to our response on August 31, 2017 to your comment letter, dated August 17, 2017, to Booz Allen Hamilton Holding Corporation (the “Company”).  The comment of the Staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is set forth in plain text immediately following the comment.

Form 10-K for the fiscal year ended March 31, 2017 filed May 22, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Contract Backlog, page 49

October 6, 2017

Page 2

1.

 We have reviewed your response to comment 1. Please provide us a detailed description of your estimation process for determining the amount of, and recording periodic changes to, funded backlog as disclosed within your filing. In your response, describe the significant assumptions used to assess management’s ability to fulfill the services that are to be provided under existing funded contracts, how these assumptions impact the estimate, how management assesses the reasonableness of the assumptions, and how management assesses the accuracy of the estimate. Lastly, ensure your description of the process addresses the various contingencies you mentioned in your response and their effect on the estimation process.

The Company acknowledges the Staff’s comment and will include additional disclosure under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations-Factors and Trends Affecting Our Results of Operations-Sources of Revenue-Contract Backlog” in its future periodic reports regarding the portion of funded backlog the Company expects to convert into revenue over the next twelve months, beginning with its Form 10-Q for the quarter ended September 30, 2017. The Company’s disclosure will read as follows, with the enhanced disclosures underlined for ease of review:

“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 are: program schedule changes, contract modifications, and our ability to assimilate and deploy new consulting staff against funded backlog; cost cutting initiatives and other efforts to reduce U.S. government spending, which could reduce or delay funding for orders for services; and delayed funding of our contracts due to delays in the completion of the U.S. government's budgeting process and the use of continuing resolutions by the U.S. government to fund its operations. The amount of our funded backlog is also subject to change, due to, among other factors: changes in congressional appropriations that reflect changes in U.S. government policies or priorities resulting from various military, political, economic or international developments; changes in the use of U.S. government contracting vehicles; and the provisions therein used to procure our services and adjustments to the scope of services, or cancellation of contracts, by the U.S. government at any time. In our recent experience, none of the following additional risks have had a material negative effect on our ability to realize revenue from our funded backlog: the unilateral right of the U.S. government to cancel multi-year contracts and related orders or to terminate existing contracts for convenience or default; in the case of unfunded backlog, the potential that funding will not be made available; and, in the case of priced options, the risk that our clients will not exercise their options. In addition, funded backlog includes orders under contracts for which the period of performance has expired, and we may not recognize revenue on the funded

October 6, 2017

Page 3

backlog that includes such orders due to, among other reasons, the tardy submission of invoices by our subcontractors and the expiration of the relevant appropriated funding in accordance with a pre-determined expiration date such as the end of the U.S. government's fiscal year. The revenue value of orders included in funded backlog that has not been recognized as revenue due to period of performance expirations has not exceeded approximately [X] % of funded backlog as of the end of any of the four fiscal quarters preceding the fiscal quarter ended September 30, 2017.  We expect to recognize revenue from a substantial portion of our funded backlog as of September 30, 2017 within the next twelve months.  However, given the uncertainties discussed above, as well as the risks described in “Item IA. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, we can give no assurance that we will be able to convert our backlog into revenue in any particular period, if at all.”

* * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (202) 898-3333.

Regards,

/s/ Lloyd W. Howell, Jr.

Lloyd W. Howell, Jr

cc:    Mark Rakip
        Securities and Exchange Commission
    Matthew E. Kaplan
        Debevoise & Plimpton LLP

Mailstop 3233

September 15, 2017

Via E -Mail
Lloyd W. Howell, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Booz Allen Hamilton Holding Corpo ration
8283 Greensboro Drive
McLean, VA  22102

Re: Booz Allen Hamilton Holding Corporation
 Form 10 -K for the fis cal year ended March 31, 2017
Filed May 22,  2017
File No. 1 -34972

Dear Mr. Howell :

We have reviewed  your August 31, 2017 response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 17,
2017  letter .

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Contract Backlog, page 49
1. We have reviewed your response to comme nt 1.  Please provide us a detailed description
of your estimation process for determining the amount of, and recording periodic changes
to, funded backlog as disclosed within your filing.   In your response, describe the
significant assumptions used to ass ess management’s ability to fulfill the services that are
to be provided under existing funded contracts, how these assumptions impact the
estimate, how management assesses the reasonableness of the assumptions, and how
management assesses the accuracy of the estimate.   Lastly, ensure your description of the

Lloyd W. Howell, Jr.
Booz Allen Hamilton Holding Corporation
September 15, 2017
Page 2

 process addresses the various contingencies you mentioned in your response and their
effect o n the estimation process.

You may contact Mark Rakip, Staff Accountant, at 202.551.3573 or me at 202.551.342 9
if you have questions regarding the comment on the financial statements and related matters.

Sincerely,

/s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, VA 22102

Tel     1 703 902 5000

Fax    1 703 902 3333

www.boozallen.com

August 31, 2017

Kristi Marrone
Staff Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Re:    Booz Allen Hamilton Holding Corporation

Form 10-K for the Fiscal Year Ended March 31, 2017 Filed May 22, 2017

File No. 1-34972

Dear Ms. Marrone:

This letter is in response to your comment letter, dated August 17, 2017, to Booz Allen Hamilton Holding Corporation (the “Company”).  The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Company are set forth in plain text immediately following each comment.

Form 10-K for the fiscal year ended March 31, 2017 filed May 22, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Contract Backlog, page 49

August 31 2017

Page 2

1.

 We note you are unable to predict with any certainty the portion of backlog that you expect to recognize as revenue. Please explain why you are unable to estimate the amount of funded backlog as of March 31, 2017 that is expected to be converted into sales in fiscal 2018. In addition, consider disclosing how backlog impacts current period earnings, including the amount of current period revenues derived from the backlog of prior periods, or tell us why you believe such disclosure is not beneficial to investors.

The Company acknowledges the Staff’s comment and we respectfully advise that there are several important reasons why it is impractical for the Company to disclose the portion of backlog that is expected to be recognized as revenue in future periods or the amount of current period revenues derived from backlog of prior periods.

The Company notes that the determination of backlog involves substantial estimation uncertainty, particularly with respect to customer requirements contracts and development and production contracts of a fixed-price, cost-reimbursable or incentive nature. Backlog is also subject to delivery delays and program cancellations, which are beyond our control. Taken together, we can give no assurance of award fulfillment or that any portion of our backlog, including funded backlog, will become revenue in any particular period, if at all.  The Company also notes its disclosure in “Item 1A. Risk Factors - Risks Related to Our Business - We may not realize the full value of our backlog, which may result in lower than expected revenue” of the Form 10-K for the fiscal year ended March 31, 2017, which explains that, the actual receipt, timing, and amount of revenue under the Company’s contracts with the U.S. government that are included in backlog are subject to various contingencies, many of which are beyond the Company’s control. Unlike commercial businesses, one important contingency as a U.S. government contractor is the Company’s dependency on congressional appropriations, which may be affected by changes in U.S. government policies resulting from various military, political, economic and international developments. In many cases, there is also uncertainty relating to the complexity of designs, necessity for design improvements and difficulty in forecasting costs and schedules when bidding on developmental and highly sophisticated technical work. Under many U.S. government contracts, the Company is required to maintain facility and personnel security clearances complying with customer requirements. The level of order activity related to U.S. government programs can be affected by timing of U.S. government funding authorizations and project evaluation cycles.

In addition to the contingencies and uncertainties described above, the Company also believes that it is currently impracticable and burdensome to provide an estimate of the amount of funded backlog as of March 31, 2017 that is expected to be converted into sales in fiscal 2018, as well as the amount of current period revenues derived from the backlog of prior periods.

August 31 2017

Page 3

The Company notes that it does not currently collect or store in its operating or financial records the data that would have allowed it to make the backlog-related disclosures considered in the Staff’s comment. The financial reporting processes that would be required to be implemented by the Company would involve significant investments and changes to current processes from those currently used by management to make planning and operating decisions, assess operating performance, and support the basis for forward-looking information currently filed or furnished, such as guidance on revenue. Finally, re-creating the data/information needed to make the backlog-related disclosures considered by the Staff would require the use of hindsight or the development of assumptions in prior periods that cannot, in many circumstances, be independently substantiated.

The Company intends to continue disclosing the statement that the Company is unable to predict with any certainty what portion of backlog will become revenue and respectfully submits to the Staff that for the foregoing reasons, the Company is unable to reliably estimate even the portion of its funded backlog that may become revenue in any particular period. Furthermore, due to the limitations described above, it would not be material or decision-useful information to the Company’s investors to provide an approximate percentage of total backlog or the Company’s funded backlog because of the caveats that would need to accompany such an expression. The Company’s management does not use such information or measurements for its business planning purposes, including managing its business against internal projected results of operations and/or its future performance. Consequently, any attempt to disclose such information could be confusing or misleading to investors or inappropriately enable them to assess the Company’s performance on a basis different than management. As such, the Company does not believe such information would provide investors and securities analysts with important information with which to evaluate the Company’s current or long-term earnings potential.

Note 2. Summary of Significant Accounting Policies, page F-8; Self-Funded Medical Plans, page F-12

2.

 In future periodic filings, please disclose a roll forward of your self-funded insurance reserves for each year presented. The roll forward should include the amount of incurred claims, any changes in the provision for prior year events, and the amount of payments made. Provide an example of your proposed disclosure. To the extent you do not believe this disclosure is material, tell us how you made that determination. Refer to ASC 944-40-50-3.

The Company respectively advises the Staff that it does not believe additional information relating to its self-funded insurance reserves is material to the Company’s consolidated financial statements. As of March 31, 2017 and 2016, the Company’s self-funded insurance reserves liabilities were $15.3 million and $11.2 million, respectively.

August 31 2017

Page 4

These amounts represented approximately 1.4% and 1.2% of current liabilities, respectively, and 0.5% and 0.4% of total liabilities, respectively, and were not material at such balance sheet dates. Further, the Company respectfully advises the Staff that the changes to those same self-funded insurance reserves for fiscal years 2017 and 2016 related to insured events of prior fiscal years were immaterial in that the amounts were less than 0.5% of income before taxes for the respective fiscal year.  As a result, the Company respectfully advises the Staff that it does not believe incremental disclosure related to its insurance reserves would be meaningful to the users of the financial statements.  The Company will continue to be mindful of its disclosure obligations in the event of material changes to its self-funded insurance reserves and will provide necessary incremental disclosure in future filings to the extent appropriate.

* * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (202) 898-3333.

Regards,

/s/ Lloyd W. Howell, Jr.

Lloyd W. Howell, Jr

cc:    Mark Rakip
        Securities and Exchange Commission
    Matthew E. Kaplan
        Debevoise & Plimpton LLP

Mailstop 3233

August 17, 2017

Via E -Mail
Lloyd W. Howell, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Booz Allen Hamilton Holding Corpo ration
8283 Greensboro Drive
McLean, VA  22102

Re: Booz Allen Hamilton Holding Corporation
 Form 10 -K for the fis cal year ended March 31, 2017
Filed May 22,  2017
File No. 1 -34972

Dear Mr. Howell :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Contract Backlog, page 49
1. We note you are unable to predict with any certainty the portion of backlog that you
expect to recognize as revenue.  Please expl ain why you are unable to estimate the
amount of funded backlog as of March 31, 2017 that is expected to be converted into
sales in fiscal 2018.  In addition, consider disclosing how backlog impacts current period
earnings , including the amount of current period revenues derived  from t he backlog of
prior period s, or tell us why you believe such disclosure is not beneficial to investors.

Lloyd W. Howell, Jr.
Booz Allen Hamilton Holding Corporation
August 17, 2017
Page 2

Note 2. Summary of Significant Accounting Policies, page F -8

Self-Funded Medical Plans, page F -12
2. In future periodic filings, please disclose a roll forward of your self -funded insurance
reserves for each year presented. The roll forward should include the amount of incurred
claims, any changes in the provision for prior year events, and the amount of payments
made.  Provide an example of your proposed disclosure. To the extent you do not believe
this disclosure is material, tell us how you made that determination. Refer to ASC 944 -
40-50-3.

We remind you that the co mpany and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Mark Rakip, Staff Accountant , at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial statements and re lated matters.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

July 23, 2013

Via E -Mail
Mr. Samuel R. Strickland
Chief Financial Officer
Booz Allen Hamilton Holding Corporation
8283 Green sboro Drive
McLean , VA  22102

                 Re: Booz Allen Hamilton Holding Corporation
Form 10 -K for the Fiscal Ye ar Ended March  31, 20 13
Filed May  23, 201 3
File No. 001-34972

Dear Mr.  Strickland :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s and the
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy  of the di sclosure in
the filings  to be certain that the filing s include the information the Securities Exchange
Act of 1934 and all applicable rules require.

                                                                                    Sincerely,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

		Response Letter to SEC - 06-28-2013

[Letterhead of Booz Allen Hamilton]

June 28, 2013

Daniel L. Gordon

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:    Booz Allen Hamilton Holding Corporation

Form 10-K for the Fiscal Year Ended March 31, 2013 Filed May 23, 2013

File No. 001-34972

Dear Mr. Gordon:

This letter is in response to your comment letter, dated June 14, 2013, to Booz Allen Hamilton Holding Corporation (the “Company”).  The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Company are set forth in plain text immediately following each comment.

The Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the U.S. Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Form 10-K for the Fiscal Year Ended March 31, 2013 filed May 23, 2013  General

1.

 We note that you paid two special cash dividends in the last fiscal year, one for $1.50 per share and one for $6.50 per share, in addition to your regular quarterly dividends. In future Exchange Act periodic reports, please consider adding disclosure regarding your dividend strategy, particularly as it relates to special dividends.

The Company acknowledges the Staff's comment and will consider adding disclosure regarding its dividend strategy, particularly as it relates to special dividends, to the discussion of liquidity in the Management's Discussion and Analysis section of its future Exchange Act periodic reports.

Consolidated Statements of Operations, page F-4

1.

 We note your presentation dividends per share on the face of the income statement. Please tell us how you considered ASC 260-10-45-5, which states any per share data not specifically contemplated in that Subtopic should be disclosed in the notes to the financial statements only.

The Company acknowledges the accounting guidance cited by the Staff and, for annual fiscal periods in future periods, will disclose dividends per share in the footnotes to its consolidated financial statements only.  The Company respectfully advises the Staff that it views disclosure regarding dividends declared per share as useful information for investors, particularly given the two large special dividends paid during the last fiscal year, and, as such, determined that it would be in the interests of the Company's investors to prominently present that information on the face of the income statement.

Note 2. Summary Significant Accounting Policies, page F-8

2.

 With respect to your revenue recognition policy relating to executive compensation, please clarify to us whether this accounting policy is consistent with prior years.

The Company respectfully advises the Staff that its revenue recognition policy relating to executive compensation is consistent with its policy in prior years.

Note 11. Debt, page F-17

3.

 We note your disclosure on page 31 that your senior secured credit agreement significantly restricts the ability of your subsidiaries to pay dividends or otherwise transfer assets to you. Please explain to us how you considered the disclosure required by Rule 4-08(e)(3) and Rule 5-04 Schedule I of Regulation S-X.

The Company respectfully advises the Staff that the restricted net assets (as defined under 4-08(e)(3) under Regulation S-X) of consolidated and unconsolidated subsidiaries and the Company's equity in the undistributed earnings of 50 percent or less owned persons accounted for by the equity method together did not exceed 25 percent of the Company's consolidated net assets as of March 31, 2013 (the company's most recently completed fiscal year).  As such, the Company did not provide disclosure that would have been responsive to 4-08(e)(3)(i) and (ii) under Regulation S-X in the footnotes to the Company's financial statements for the fiscal year ended March 31, 2013.  Similarly the Company respectfully advises the Staff that its restricted net assets (as defined under 4-08(e)(3) under Regulation S-X) of consolidated subsidiaries did not exceed 25 percent of the Company's consolidated net assets as of March 31, 2013.  As such, the Company did not include Schedule I of 5-04 under Regulation S-X in its financial statements for the fiscal year ended March 31, 2013.  The Company's credit agreement contains limits on the amount of cash that our subsidiaries can pay to the Company; however, these limits do not trigger the disclosure requirements under 4.08(e)(3) under Regulation S-X.  The Company also advises the Staff that it will consider the staff's comment in connection with its regular review of and updates to the disclosure contained in its quarterly and annual filings.

* * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (703) 902-4700.

Regards,

/s/ Samuel R. Strickland

Samuel R. Strickland

cc:    Jorge L. Bonilla

Erin Martin

Angela McHale

Securities and Exchange Commission

Matthew E. Kaplan

Debevoise & Plimpton LLP

Chris Caffrey

Ernst & Young LLP

June 14, 2013

Via E -Mail
Mr. Samuel R. Strickland
Chief Financial Officer
Booz Allen Hamilton Holding Corporation
8283 Green sboro Drive
McLean , VA  22102

                 Re: Booz Allen Hamilton Holding Corporation
Form 10 -K for the Fiscal Ye ar Ended March  31, 20 13
Filed May  23, 201 3
File No. 001-34972

Dear Mr.  Strickland :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fisca l Year Ended March  31, 201 3 filed May 23, 201 3

General

1. We note that you paid two special cash dividends in the last fiscal year, one for
$1.50 per share and one for $6.50 per share, in addition to your regular quarterly
dividends.   In future Exchange Ac t periodic reports, please consider adding
disclosure regarding your dividend strategy, particularly as it relates to special
dividends.

Mr. Samuel R. Strickland
Booz Allen Hamilton Holding Corporation
June 14, 2013
Page 2

 Consolidated Statements of Operations, page F -4

2. We note your presentation dividends per share on the face of the income
statement. Please tell us how you considered ASC 260 -10-45-5, which states any
per share data not specifically contemplated in that Subtopic should be disclosed
in the notes to the financial statements only.

Note 2. Summary Significant Accounting  Policies, page F -8

3. With respect to your revenue recognition policy relating to executive
compensation, please clarify to us whether this accounting policy is consistent
with prior years.

Note 11. Debt, page F -17

4. We note your disclosure on page 31 that y our senior secured credit agreement
significantly restricts the ability of your subsidiaries to pay dividends or otherwise
transfer assets to you. Please explain to us how you considered the disclosure
required by Rule 4 -08(e)(3) and Rule 5-04 Schedu le I of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules  require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please p rovide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commissio n from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

You may contact Jorge L. B onilla , Staff Accountant,  at (202) 551 -3414 or me at
(202) 551 -3486 if you have questions regarding comments on the financial statements
and related matters.  Please contact Erin Martin , Attorney -Advisor , at (202) 551 -3391 or
Angela McHale , Attorney -Adviso r, at (202) 551 -3402 with any other questions.

Mr. Samuel R. Strickland
Booz Allen Hamilton Holding Corporation
June 14, 2013
Page 3

                                                                                     Sincerely,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                         Branch Chief

July 31 , 2012

Via E -mail
Mr. Samuel R. Strickland
Chief Financial Officer
Booz Allen Hamilton Holding Corporation
8283 Greensboro Drive
McLean, VA  22102

Re: Booz Allen Hamilton Holding Corporation
 Form 10-K
Filed May 30, 2012
File No. 001 -34972

Dear Mr. Strickland :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

July 9, 2012

Via E -mail
Mr. Samuel R. Strickland
Chief Financial  Officer
Booz Allen Hamilton Holding Corporation
8283 Greensboro Drive
McLean, VA  22102

Re: Booz Allen Hamilton Holding Corporation
 Form 10-K
Filed May 30, 2012
File No. 001-34972

Dear Mr. Strickland :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for  the year ended March 31, 2012

Exhibit 31

1. We note that the fourth paragraph of the Section 302 certification does not refer to the
certifying officers’ responsibility for establishing and maintaining effective internal
control over financial reporting.  Please amend your filing to provide a certification that
includes the exact wording prescribed by Item 601(b)(31) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

Samuel R. Strickland
Booz Allen Hamilton Holding Corporation
July 9, 2012
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission o r any person under the federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429  me at (202) 551 -3486  with any
questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

corresp

Booz Allen Hamilton Holding Corporation

8283 Greensboro Drive

McLean, VA 22102

November 12, 2010

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1

of Booz Allen Hamilton Holding Corporation

File No. 333-167645

Ladies and Gentlemen:

     Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Booz
Allen Hamilton Holding Corporation, a Delaware corporation (the “Registrant”), hereby respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 3:00 P.M. (EST) on November 16, 2010 or as soon thereafter
as possible.

          The Registrant hereby acknowledges that:

          (i) should the Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

          (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

          (iii) the Registrant may not assert staff comments and this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

[remainder of the page intentionally left blank]

    Very truly yours,

Booz Allen Hamilton Holding Corporation

    By:
    /s/ CG Appleby

    Name:
    CG Appleby

    Title:
    General
Counsel and Secretary

CORRESP
1
filename1.htm

corresp

November 12 , 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Booz Allen Hamilton Holding Corporation

Registration Statement on Form S-1 (File No. 333-167645)

Ladies and Gentlemen:

     As underwriters of the Company’s proposed public offering of up to 16,100,000 shares of Class
A common stock, we hereby join the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 3:00 p.m. (NYT) on November 16, 2010, or as
soon thereafter as is practicable.

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we
wish to advise you that we have effected the following distribution of the Company’s Preliminary
Prospectus dated November 8, 2010, through the date hereof:

     Preliminary Prospectus dated November 8, 2010:

     9,021 copies to prospective Underwriters, institutional investors, dealers and
others

     The undersigned advise that they have complied and will continue to comply with Rule 15c2-8
under the Securities Exchange Act of 1934.

[Signature Page Follows]

    Very truly yours,

    MORGAN STANLEY & CO. INCORPORATED

    BARCLAYS CAPITAL INC.

    As Representatives of the several Underwriters

    By: MORGAN STANLEY & CO. INCORPORATED

    By:

    /s/ Kenneth G. Pott

    Name:

    Kenneth G. Pott

    Title:

    Managing Director

    By: BARCLAYS CAPITAL INC.

    By:

    /s/ Victoria Hale

    Name:

    Victoria Hale

    Title:

     Vice President

CORRESP
1
filename1.htm

corresp

[Debevoise & Plimpton LLP Letterhead]

November 8, 2010

VIA EDGAR AND FEDERAL EXPRESS

Mr. Tom Kluck

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Mail Stop 4561

              Re:

    Booz Allen Hamilton Holding Corporation

Amendment No. 4 to Registration Statement on Form S-1

Filed November 4, 2010

File No. 333-167645

Dear Mr. Kluck:

          This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the
“Company”) to the comments contained in your letter, dated November 5, 2010, relating to Amendment
No. 4 to the Registration Statement on Form S-1 (“Amendment No. 4”) of the Company filed with the
Securities and Exchange Commission (the “Commission”) on November 4, 2010. The comments of the
Commission are set forth in bold/italics and the Company’s responses are set forth in plain text
immediately following each comment.

          The Company is filing, via EDGAR, Amendment No. 5 to the Registration Statement (“Amendment
No. 5”). Enclosed with the paper copy of this letter are three copies of a clean version of
Amendment No. 5 and three copies of a blacklined version of Amendment No. 5, marked to show all
changes from Amendment No. 4. Page references in the responses below are to the blacklined version
of Amendment No. 5.

Summary of Historical Consolidated Financial and Other Data, page 11

    1.

    Please quantify and disclose the adjustments made to historical income from continuing
operations used to calculate pro forma EPS and pro forma as adjusted EPS in footnotes 4 and 6.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 11-12.

Description of Capital Stock, page 155

    2.

    Your disclosure on page 156 that “the shares of Class A common stock offered by us in this
offering, when issued, will be fully paid and non-assessable” constitutes a legal conclusion.
Please revise to attribute this disclosure to counsel.

          In response to the Staff’s comment, the Company has deleted this disclosure from page 154.

Report of Independent Registered Public Accounting Firm, page F-2

    3.

    We note that the audit report will be dual dated in connection with the completion of the
stock split. Please note that the filing will not be declared effective until the
accountant’s report is finalized.

          The Company has amended and restated its certificate of incorporation, thereby effecting the
10-for-1 stock split disclosed in the prospectus included in Amendment No. 5, and the final audit
report has been included with the financial statements in the prospectus included in Amendment No.
5.

[remainder of this page intentionally left blank]

2

*          *          *          *

          If you have any questions regarding this letter, please do not hesitate to call Matthew E.
Kaplan at (212) 909-7334 or Mariana França Pereira at (212) 909-6399.

    Sincerely,

    /s/ Matthew E. Kaplan

    Matthew E. Kaplan

    cc:

    CG Appleby

          Booz Allen Hamilton Holding Corporation

Ian Fujiyama

          The Carlyle Group

George Quinn

          Ernst & Young LLP

Rachel Sheridan

          Latham & Watkins LLP

3

November 5, 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
Amendment No. 4 to Registrati on Statement on Form S-1
Filed November 4, 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.
Summary of Historical Consolidated  Financial and Other Data, page 11

1. Please quantify and disclose th e adjustments made to histor ical income from continuing
operations used to calculate pro forma EPS a nd pro forma as adjusted EPS in footnotes 4
and 6.
Description of Capital Stock, page 155
2. Your disclosure on page 156 that “the shares  of Class A common stock offered by us in
this offering, when issued, will be fully paid and non-assessable” constitutes a legal
conclusion.  Please revise to attribut e this disclosure to counsel.
Report of Independent Registered Public Accounting Firm, page F-2
3. We note that the audit report will be dual da ted in connection with the completion of the
stock split.  Please note that the filing will not be declared effective until the accountant’s
report is finalized.

CG Appleby
Booz Allen Hamilton Holding Corporation
November 5, 2010 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
  You may contact Kristi Marr one at (202) 551-3429 or Dan Gordon at (202) 551-3486 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin E. Martin at ( 202) 551-3391 or me at (202) 551- 3233 with any other questions.

Sincerely,

Tom Kluck Branch Chief
cc: Matthew E. Kaplan       Debevoise & Plimpton LLP       Via facsimile: (212) 521-7334

CORRESP
1
filename1.htm

corresp

[Debevoise & Plimpton LLP Letterhead]

September 30, 2010

VIA EDGAR AND FEDERAL EXPRESS

Mr. Tom Kluck

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Mail Stop 4561

              Re:

    Booz Allen Hamilton Holding Corporation

Amendment No. 2 to Registration Statement on Form S-1

Filed August 31, 2010

File No. 333-167645

Dear Mr. Kluck:

          This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the
“Company”) to the comments contained in your letter, dated September 15, 2010, relating to
Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) of the Company filed
with the Securities and Exchange Commission (the “Commission”) on August 31, 2010. The comments of
the Commission are set forth in bold/italics and the Company’s responses are set forth in plain
text immediately following each comment.

          The Company is filing, via EDGAR, Amendment No. 3 to the Registration Statement (“Amendment
No. 3”). Enclosed with the paper copy of this letter are three copies of a clean version of
Amendment No. 3 and three copies of a blacklined version of Amendment No. 3, marked to show all
changes from Amendment No. 2. Page references in the responses below are to the blacklined version
of Amendment No. 3.

          We have also enclosed with the paper copy of this letter supplemental materials responsive to
comment 3. Pursuant to Rule 418(b) promulgated under the Securities Act of 1933, as amended, the
supplemental information is being provided to the staff of the Commission (the “Staff”) on a
supplemental, confidential basis only and is not to be filed with or deemed a part of Amendment No. 3.

Liquidity and Capital Resources, page 76

    1.

    We note your response to comment 8 in our letter dated August 19, 2010. Please explain why
your transition to, and existence as, a public company will not affect your “internal
culture.”

          In response to the Staff’s comment, the Company advises the Staff that as disclosed in
Amendment No. 2, the Company is operated as a single profit center which drives its ability to
collaborate internally and compete externally, and the Company’s operating model is built on, among
other things, its partnership-style culture and compensation system, which fosters internal
collaboration and the efficient allocation of its people across markets, clients and opportunities.
In addition, the Company’s ability to effectively serve its clients is dependent on the quality,
integrity and dedication of its people. As such, the Company expects to maintain its operating
model, continue to hire a highly-educated talent base, maintain a commitment to professional
development, continue to employ its 360-degree assessment process and continue to focus on its core
values since they are critical components of the Company’s continued success. The Company has
revised its disclosure on page 77 to clarify that, since the Company expects to maintain its
current operating model and continue to focus on the quality of its personnel (each as currently
disclosed), the Company does not believe that its internal culture will be affected by its
transition to, and existence as, a public company.

Indebtedness, page 79

    2.

    We note that you are required to meet certain financial covenants at each quarter end.
Please disclose your consolidated total leverage ratio and consolidated net interest coverage
ratio as of the most recent balance sheet date.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 80 and 81.

Note 17. Stock-Based Compensation, page F-34

    3.

    We note your response to comment 15 in our letter dated August 19, 2010 and await a
reconciliation of the fair value assigned to your common stock related to these issuances to
your estimated offering price (or range) when available, including details of the significant
factors contributing to the differences.

          In response to the Staff’s comment, the Company has provided with the paper copy of this
letter supplemental materials for the Staff’s review, including a reconciliation of the fair value
assigned to the Company’s common stock related to the issuances to the Company’s estimated
preliminary offering range and details of the significant factors contributing to the differences.

2

*          *          *          *

          If you have any questions regarding this letter, please do not hesitate to call Matthew E.
Kaplan at (212) 909-7334 or Mariana França Pereira at (212) 909-6399.

    Sincerely,

    /s/ Matthew E. Kaplan

    Matthew E. Kaplan

    cc:

    CG Appleby

          Booz Allen Hamilton Holding Corporation

Ian Fujiyama

          The Carlyle Group

George Quinn

          Ernst & Young LLP

Rachel Sheridan

          Latham & Watkins LLP

3

September 15, 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
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 31, 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.
Liquidity and Capital Resources, page 76

1. We note your response to comment 8 in our letter dated August 19, 2010.  Please explain
why your transition to, and existence as, a publ ic company will not affect your “internal
culture.”
Indebtedness, page 79
2. We note that you are required to meet certa in financial maintenance covenants at each
quarter end.  Please disclose your consolidated  total leverage ratio and consolidated net
interest coverage ratio as of th e most recent balance sheet date.
Note 17. Stock-Based Compensation, page F-34
3. We note your response to comment 15 in our letter dated August 19, 2010 and await a
reconciliation of the fair value assigned to your common stock related to these issuances
to your estimated offering price (or range) when available, including details of the
significant factors contribu ting to the differences.

CG Appleby
Booz Allen Hamilton Holding Corporation
September 15, 2010 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Kristi Marr one at (202) 551-3429 or Dan Gordon at (202) 551-3486 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin E. Martin at ( 202) 551-3391 or me at (202) 551- 3233 with any other questions.

Sincerely,

Tom Kluck Branch Chief
cc: Matthew E. Kaplan       Debevoise & Plimpton LLP       Via facsimile: (212) 521-7334

CORRESP
1
filename1.htm

corresp

[Debevoise & Plimpton LLP Letterhead]

August 31, 2010

VIA EDGAR AND FEDERAL EXPRESS

Mr. Tom Kluck

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Mail Stop 4561

    Re:

    Booz Allen Hamilton Holding Corporation

    Amendment No. 1 to Registration Statement on Form S-1

    Filed July 30, 2010

    File No. 333-167645

Dear Mr. Kluck:

          This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the
“Company”) to the comments contained in your letter, dated August 19, 2010, relating to Amendment
No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) of the Company filed with the
Securities and Exchange Commission (the “Commission”) on July 30, 2010. The comments of the
Commission are set forth in bold/italics and the Company’s responses are set forth in plain text
immediately following each comment.

          The Company is filing, via EDGAR, Amendment No. 2 to the Registration Statement (“Amendment
No. 2”). Enclosed with the paper copy of this letter are three copies of a clean version of
Amendment No. 2 and three copies of a blacklined version of Amendment No. 2, marked to show all
changes from Amendment No. 1. Page references in the responses below are to the blacklined version
of Amendment No. 2.

          We have also enclosed with the paper copy of this letter supplemental materials responsive to
comment 15. Pursuant to Rule 418(b) promulgated under the Securities Act of 1933, as amended, the
supplemental information is being provided to the staff of the Commission (the “Staff”) on a
supplemental, confidential basis only and is not to be filed with or deemed a part of Amendment No.
2.

Supplemental Information, page ii

    1.

    We note your response to comment 3 in our letter dated July 19, 2010. Please further revise
your prospectus throughout to reduce the use of defined terms. For example, the definition
for “clients” does not appear to be necessary in light of your business model and disclosure
throughout. Please revise accordingly.

          In response to the Staff’s comment, the Company has revised the disclosure to further reduce
the use of defined terms throughout the prospectus.

Prospectus Summary, page 1

    2.

    We note your response to comment 8 in our letter dated July 19, 2010. Your summary continues
to contain a lengthy description of your competitive strengths, market opportunity and growth
strategy and much of this information is repeated elsewhere. For example, we note the
disclosure under “Market Opportunity” and “Our Strategy for Continued Growth.” Please revise
to reduce the amount of repetitive information.

          In response to the Staff’s comment, the Company has revised the disclosure to further reduce
the amount of repetitive disclosure in the summary section of the prospectus.

Risk Factors, page 17

U.S. Government spending and mission priorities could change in a manner that adversely affects
our future revenue and limits our growth prospects, page 17

    3.

    Risk factors should be detailed enough so that investors can appreciate the potential
magnitude of the risk. Here, you discuss the risk to your business should the U.S. government
reduce outsourcing, particularly the Department of Defense. Please discuss in more detail if
your business has been affected by this reduction in outsourcing. For example, we note that
the Pentagon recently announced cuts that will include almost a third of its regular budget
for contractors. Please revise or advise. Please also consider expanding your disclosure on
page 53 under the subheading, “Business Environment and Key Trends in Our Markets,” to discuss
the reduction of outsourcing in more detail and its affect upon the company’s business; also
consider briefly discussing it in the Summary.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 18 and 53.
In addition, the Company supplementally advises the Staff that it does not currently believe that
the U.S. government’s initiatives aimed at reducing outsourcing have had a material impact on its
business to date. However, the Company continues to

2

monitor and evaluate the impact of such initiatives on its business, and as such believes that
the risk factor disclosure is appropriate.

We may not realize the full value of our backlog, which may result in lower than expected
revenue, page 21

    4.

    We note your revised disclosure on page 22. Please revise to remove the following sentence,
which appears to be mitigating disclosure, from this risk factor: “To the extent that we are
able to hire additional people and deploy them against funded backlog, we recognize increased
revenue.”

          In response to the Staff’s comment, the Company has removed this sentence from the risk factor
on page 22.

Booz Allen Holding is a holding company with no operations of its own that depends on its
subsidiaries for cash, page 30

    5.

    We note your disclosure in this risk factor regarding the risk that you may be restricted to
pay dividends. Please revise the risk factor subheading to discuss this risk or include a
separate risk factor.

          In response to the Staff’s comment, the Company has revised the risk factor subheading on page
31 to include the risk of being restricted from paying dividends.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
52

Our People, page 55

    6.

    Please provide more detail about the enhancements made to your firm-wide hiring program.

          In response to the Staff’s comment, the Company has revised the disclosure on page 55.

Results of Operations, page 64

Fiscal 2010 Compared to Pro Forma 2009, page 66

    7.

    We note your response to comment 28 in our letter dated July 19, 2010 and the revisions made
to your period-on-period disclosure. Please expand your disclosure to more fully describe the
reasons for changes between periods. For example, please discuss why there was a decrease in
the number of senior personnel engaged in day-to-day client management roles. Furthermore,
please

3

    also expand your period-on-period disclosure with respect to all of the periods presented
to explain in more detail the changes between periods.

          In response to the Staff’s comment, the Company has revised the period-on-period disclosure
for fiscal 2010 compared to pro forma 2009 and pro forma 2009 compared to fiscal 2008 on pages 69
through 72.

          The Company respectfully advises the Staff that it has not revised the period-on-period
disclosure for fiscal 2010 compared to eight months ended March 31, 2009, eight months ended March
31, 2009 compared to four months ended July 31, 2008 and four months ended July 31, 2008 compared
to fiscal 2008. As disclosed in the Registration Statement, the Company was acquired by Carlyle on
July, 31 2008 and, for financial statement presentation purposes, fiscal 2009 has been divided into
an eight-month period ended March 31, 2009 (the post-acquisition period) and a four-month period
ended July 31, 2008 (the predecessor period). The primary driver of the changes in the
period-on-period disclosure for any full fiscal year period compared to any such “stub” period and
for any stub periods compared to any other stub period is the comparison of operating results
included in periods of materially different lengths. As a result, the Company believes that the
current disclosure for such period-on-period comparisons is sufficient to provide an investor with
an understanding of the changes in results of operations over those periods. In order to provide
investors with a meaningful comparison of operating results enabling twelve months of fiscal 2009
to be compared with fiscal 2010 and fiscal 2008, adjusting for the Carlyle acquisition, the Company
has presented unaudited pro forma condensed consolidated results of operations for fiscal 2009
under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Results of Operations.” The Company believes that investors will primarily rely on the
new period-on-period disclosure for the three months ended June 30, 2010 compared to the three
months ended June 30, 2009 and for fiscal 2010 compared to pro forma 2009 (including unaudited pro
forma results) in evaluating the Company’s historical operating results.

Liquidity and Capital Resources, page 73

    8.

    We note your disclosure on page 74 that you “do not expect [y]our transition to or existence
as a public company to affect [y]our ... day-to-day operations.” This appears to contradict
disclosure in your Risk Factors section on page 33, which discusses the additional time and
expense involved with becoming a public company and establishing adequate controls and
procedures. Please revise or advise.

          In response to the Staff’s comment, the Company has revised the disclosure on page 77.

Executive Compensation, page 107

4

    9.

    We note your response to comment 35 in our letter dated July 19, 2010. Please expand your
compensation disclosure to discuss in more detail the “bands” into which each executive
officer falls. For example, please discuss why, based on prior compensation levels, market
survey data and projected profitability, the specific cash compensation was set for each band
assigned to your named executive officers.

          In response to the Staff’s comment, the Company has revised the disclosure on page 113 to
discuss in more detail the bands into which each executive officer falls.

Compensation Tables and Disclosures, page 115

Summary Compensation Table, page 115

    10.

    Refer to footnote (2) to your summary compensation table. Please revise to clarify that the
aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Refer to
Item 402(c)(2)(v) of Regulation S-K for guidance. This comment also applies to footnote (1)
to your director compensation table on page 104.

          In response to the Staff’s comment, the Company has revised the disclosure on pages 109 and
119 to clarify that the aggregate grant date fair value is computed in accordance with FASB ASC
Topic 718.

Certain Relationships and Related Party Transactions, page 133

Stockholders Agreement, page 133

    11.

    Please quantify the amount of securities and the respective class of each for which Carlyle
has registration rights.

          In response to the Staff’s comment, the Company has revised the disclosure on page 138 to
quantify the amount of securities and the respective class of each for which Carlyle has
registration rights.

    12.

    Please quantify the amount of securities and the respective class of each for which Booz
Allen Holding has repurchase rights.

          In response to the Staff’s comment, the Company has revised the disclosure on page 138 to
quantify the amount of securities and the respective classes of each for which Booz Allen Holding
has repurchase rights.

Description of Certain Indebtedness, page 137

5

    13.

    We note your response to comment 38 in our letter dated July 19, 2010. Please update your
Risk Factors section to clarify the maturity dates of your various credit facilities.

          In response to the Staff’s comment, the Company has revised the disclosure on page 27 to
clarify the maturity dates of the Company’s credit facilities.

Underwriting, page 156

Conflict of Interest, page 159

    14.

    We note your response to comment 42 in our letter dated July 19, 2010 and your disclosure
that the offering will be conducted in compliance with NASD Conduct Rule 2720 of FINRA. In
the prospectus, please discuss in greater detail how the offering will be in compliance with
Rule 2720.

          In response to the Staff’s comment, the Company has revised the prospectus on page 164 to
include the requested disclosure.

Note 13. Stock-Based Compensation, page F-32

    15.

    Please provide us a chronological summary of your issuances of common stock and grants of
stock options during fiscal year 2009 and through the date of your response. With respect to
each issuance, indicate the number of shares or options issued, the purchase price per share
or exercise price per option, any restrictions or vesting terms, the fair value of your common
stock on the date of issuance and the related amount of compensation recognized in your
financial statements. Reconcile for us the fair value assigned to your common stock related
to these issuances to your estimated offering price per share of your shares (or range, when
available) and provide us with details of the significant factors contributing to the
differences.

          In response to the Staff’s comment, the Company has provided with the paper copy of this
letter supplemental materials for the Staff’s review containing the chronological summary of the
Company’s issuances of common stock and grant of stock options as requested. The Company will
supplementally submit confidentially a preliminary range as soon as
practicable, at which time the Company will reconcile the fair value
assigned to its common stock related to these
issuances to the price range.

Part II — Information Not Required In Prospectus, page II-1

Item 16. Exhibits and Financial Statement Schedules, page II-4

    16.

    We note your response to comment 50 in our letter dated July 19, 2010. Please note that the
materiality analysis applies to the contract filed, not the underlying exhibits and schedules
to that contract. Therefore, since you have determined

6

    that the contracts filed as exhibits 10.1, 10.2, 10.3 and 10.5 are material, they must be
filed in their entirety in accordance with Item 601(b)(10). Please file all
material contracts in their entirety in your next amendment.

          In response to the Staff’s comment, the Company has filed these exhibits in their entirety.

7

*     *     *     *

          If you have any questions regarding this letter, please do not hesitate to call Matthew E.
Kaplan at (212) 909-7334 or Mariana França Pereira at (212) 909-6399.

Sincerely,

/s/ Matthew E. Kaplan

Matthew E. Kaplan

    cc:

    CG Appleby

          Booz Allen Hamilton Holding Corporation

Ian Fujiyama

          The Carlyle Group

George Quinn

          Ernst & Young LLP

Rachel Sheridan

          Latham & Watkins LLP

8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
         August 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
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 30, 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.

Supplemental Information, page ii

1. We note your response to comment 3 in our letter dated July 19, 2010.  Please further
revise your prospectus throughout  to reduce the use of defined terms.  For example, the
definition for “clients” does not appear to be necessary in light of your business model
and disclosure throughout.  Please revise accordingly.

Prospectus Summary, page 1

2. We note your response to comment 8 in our letter dated July 19, 2010.  Your summary
continues to contain a lengthy descripti on of your competitive strengths, market
opportunity and growth strategy a nd much of this information is  repeated elsewhere.  For
example, we note the disclosure under “M arket Opportunity” and “Our Strategy for
Continued Growth.”   Please revise to re duce the amount of repe titive information.

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

 Risk Factors, page 17

U.S. Government spending and mission priorities  could change in a manner that adversely
affects our future revenue and limits  our growth prospects, page 17

3. Risk factors should be detailed enough so that investors can a ppreciate the potential
magnitude of the risk.  Here, you discuss the risk to your business should the U.S.
government reduce outsourcing, particularly the Department of Defense.  Please discuss in more detail if your business has been aff ected by this reducti on in outsourcing.  For
example, we note that the Pentagon recently a nnounced cuts that will include almost a
third of its regular budget for contractors.  Pl ease revise or advise.  Please also consider
expanding your disclosure on page 53 under the subheading, “Business Environment and
Key Trends in Our Markets,” to discuss the reduction of outsourcing in more detail and
its affect upon the company’s business; al so consider briefly discussing it in the
Summary.

We may not realize the full value of our backl og, which may result in lower than expected
revenue, page 21
 4. We note your revised disclosure on page 22.  Please revise to remove the following
sentence, which appears to be mitigating disclosure, from this risk factor: “To the extent that we are able to hire additional people and deploy them against funded backlog, we recognize increased revenue.”
 Booz Allen Holding is a holding company with no operations of its own that depends on its
subsidiaries for cash, page 30
 5. We note your disclosure in this risk factor regarding the risk that you may be restricted to
pay dividends.  Please revise th e risk factor subheading to di scuss this risk or include a
separate risk factor.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
52

Our People, page 55

6. Please provide more detail about the enhancements made to your firm-wide hiring program.

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

Results of Operations, page 64
 Fiscal 2010 Compared to Pro Forma 2009, page 66

 7. We note your response to comment 28 in our letter dated July 19, 2010 and the revisions
made to your period-on-period disclosure.  Please expand your disclosure to more fully describe the reasons for changes between periods.  For example, please discuss why there was a decrease in the number of senior personnel engaged in day-to-day client
management roles.  Furthermore, please also expand your period-on-period disclosure
with respect to all of the periods presented to  explain in more deta il the changes between
periods.
Liquidity and Capital Resources, page 73

 8. We note your disclosure on page 74 that you “do not expect [y]our transition to or
existence as a public company to affect [y]our  . . . day-to-day operations.”  This appears
to contradict disclosure in  your Risk Factors section on page 33, which discusses the
additional time and expense involved with becoming a public company and establishing adequate controls and procedur es.  Please revise or advise.

Executive Compensation, page 107

 9. We note your response to comment 35 in our letter dated July 19, 2010.   Please expand
your compensation disclosure to discuss in more detail the “bands” into which each executive officer falls.  For example, pl ease discuss why, based on prior compensation
levels, market survey data and projected profitability, the specific cash compensation was set for each band assigned to your named executive officers.

Compensation Tables and Disclosures, page 115

Summary Compensation Table, page 115

10. Refer to footnote (2) to your summary compensation table.  Please revise to clarify that the aggregate grant date fair value is co mputed in accordance with FASB ASC Topic
718.  Refer to Item 402(c)(2)(v) of Regulati on S-K for guidance.  This comment also
applies to footnote (1) to your dire ctor compensation table on page 104.

Certain Relationships and Relate d Party Transactions, page 133

Stockholders Agreement, page 133

11. Please quantify the amount of securities a nd the respective class of each for which
Carlyle has registration rights.

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

12. Please quantify the amount of securities and the respective class of each for which Booz
Allen Holding has repurchase rights.

Description of Certain Indebtedness, page 137

13. We note your response to comment 38 in our  letter dated July 19, 2010.  Please update
your Risk Factors section to clarify the matu rity dates of your vari ous credit f acilities.
 Underwriting, page 156

Conflict of Interest, page 159

14. We note your response to comment 42 in our letter dated July 19, 2010 and your
disclosure that the offering will be conduc ted in compliance with NASD Conduct Rule
2720 of FINRA.  In the prospectus, please discuss in greater detail how the offering will be in compliance with Rule 2720.
 Note 13. Stock-Based Compensation, page F-32

 15. Please provide us a chronological summary of  your issuances of common stock and
grants of stock options duri ng fiscal year 2009 and through th e date of your response.
With respect to each issuance, indicate the number of shares or options issued, the
purchase price per share or exercise price per option, any restrictions or vesting terms, the
fair value of your common stock on the date  of issuance and the related amount of
compensation recognized in your financial stat ements.  Reconcile for us the fair value
assigned to your common stock related to thes e issuances to your estimated offering price
per share of your shares (or range, when avai lable) and provide us with details of the
significant factors contribu ting to the differences.

Part II – Information Not Required In Prospectus, page II-1

Item 16. Exhibits and Financial Statement Schedules, page II-4
 16. We note your response to comment 50 in our letter dated July 19, 2010.  Please note that
the materiality analysis applies to the cont ract filed, not the un derlying exhibits and
schedules to that contract.  Therefore, since you have determ ined that the contracts filed
as exhibits 10.1, 10.2, 10.3 and 10.5 are materi al, they must be filed in their entirety
 in
accordance with Item 601(b)(10).  Please file all material cont racts in their entirety in
your next amendment.

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

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Kristi Marr one at (202) 551-3429 or Dan Gordon at (202) 551-3486 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin E. Martin at ( 202) 551-3391 or me at (202) 551- 3233 with any other questions.

Sincerely,

Tom Kluck Branch Chief
cc: Matthew E. Kaplan       Debevoise & Plimpton LLP
      Via facsimile: (212) 521-7334

CORRESP
1
filename1.htm

corresp

[Debevoise & Plimpton LLP Letterhead]

July 30, 2010

VIA
EDGAR AND BY HAND

Mr. Tom Kluck

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Mail Stop 4561

         Re:

    Booz Allen Hamilton Holding Corporation

Registration Statement on Form S-1

Filed June 21, 2010

File No. 333-167645

Dear Mr. Kluck:

     This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the
“Company”) to the comments contained in your letter, dated July 19, 2010, relating to the
Registration Statement on Form S-1 (the “Registration Statement”) of the Company filed with the
Securities and Exchange Commission (the “Commission”) on June 21, 2010. The comments of the
Commission are set forth in bold/italics and the Company’s responses are set forth in plain text
immediately following each comment.

     The Company is filing, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment
No. 1”). Enclosed with the paper copy of this letter are three copies of a clean version of
Amendment No. 1 and three copies of a blacklined version of Amendment No. 1, marked to show all
changes from the Registration Statement filed with the Commission on June 21, 2010. Page
references in the responses below are to the blacklined version of Amendment No. 1.

     We have also enclosed with the paper copy of this letter supplemental materials responsive to
comment 2. Pursuant to Rule 418(b) promulgated under the Securities Act of 1933, as amended, the
supplemental information is being provided to the staff of the Commission (the “Staff”) on a
supplemental, confidential basis only and is not to be filed with or deemed a part of Amendment No.
1.

    Securities and Exchange Commission

    Page 2

    July 30, 2010

General

    1.

    Please provide us with copies of any graphics, maps, photographs and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed to
prospective investors prior to our review.

The Company respectfully advises the Staff that it does not intend to include any graphics, maps,
photographs or other artwork in the prospectus, except for the “Booz Allen Hamilton” logo appearing
on the cover page of the prospectus included in the Registration Statement and Amendment No. 1.

    2.

    We note your disclosure on page ii regarding market and industry data. Please provide us
with copies of the relevant portions of any 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 publicly 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 parties providing this data as exhibits to the registration
statement.

In response to the Staff’s comment, the Company has provided with the paper copy of this letter
supplemental materials for the Staff’s review containing the relevant excerpts from all third-party
studies, reports and books regarding market and industry data cited or on which the Company relies, marked to identify the portions
that support the disclosure included in the prospectus. The Company advises the Staff that it has
not funded or commissioned nor is it otherwise affiliated with any of the reports, studies or
third-party data cited in the prospectus or upon which the Company relies and no reports, studies
or other third-party data were prepared specifically for use in the prospectus. The Company
confirms that all third-party data cited in the prospectus is available to the public. With
respect to the data provided by Bloomberg Finance L.P. cited in the prospectus, the Company
confirms that such data is available to the public for a fee and that the Company has paid the
standard subscription fee to obtain such data and, to the best of the Company’s knowledge, it has
agreed to the same terms and conditions as any other subscriber. As such, the Company does not
believe that it is necessary for Bloomberg Finance L.P. to provide a consent in connection with the
filing of the Registration Statement pursuant to Rule 436 of Regulation C. The Company also
confirms that all third-party data upon which the Company relies is available to the public. The
Company further advises the Staff that its statement of belief on page 81 of the prospectus with
respect to the fact that “... the U.S. government is the world’s largest consumer of management and
technology consulting services and its demand for such services remains strong...” is based, in
part, on the report included in the supplemental materials and marked as 81A. With respect to such
report, the Company confirms that it is available to the public for a fee and that the Company has

    Securities and Exchange Commission

    Page 3

    July 30, 2010

paid the standard subscription fee to obtain such report and, to the best of the Company’s
knowledge, it has agreed to the same terms and conditions as any other subscriber. As such, the
Company does not believe that it is necessary for the source of the report to provide a consent in
connection with the filing of the Registration Statement pursuant to Rule 436 of Regulation C. In
addition, the Company advises the Staff that the sources for the charts presented in the prospectus
are internal and are not industry reports, studies or any other third-party source.

To the extent that the Staff would find it helpful, we are available to discuss any of the
supplemental materials and related methodology.

    3.

    Throughout your prospectus you rely on the use of defined terms. Please revise your
prospectus throughout to reduce the use of defined 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 initial capital letters without causing confusion. Your
prospectus should be written in compliance with the plain English rules. See Rule 421 of
Regulation C.

In response to the Staff’s comment, the Company has revised the disclosure to reduce the use of
defined terms throughout the prospectus.

    4.

    The prospectus contains jargon and technical terms that make 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 interest, 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

    Securities and Exchange Commission

    Page 4

    July 30, 2010

    concrete, everyday language. If you must use industry terms, please explain the meaning of
the terms the first time they are used.

In response to the Staff’s comment, the Company has revised the prospectus to replace technical
jargon with plain English descriptions to the extent possible, and where the Company uses industry
terms, the Company has revised the prospectus to explain the meaning of the terms.

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.

The Company respectfully advises the Staff that each underwriter set forth on the cover page of the
prospectus is a manager of the offering. In response to the Staff’s comment, the Company has
revised the disclosure on page 156 to clarify the position of each of the underwriters.

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 responsible 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.

In response to the Staff’s comment, the Company has deleted the referenced statement on page ii.

Supplemental Information, page ii

    7.

    In the prospectus summary, please include a chart that describes the corporate structure of
the company, such as its subsidiaries and parent companies.

In response to the Staff’s comment, the Company has added an organizational chart on page 6 that
illustrates the structure of the Company.

Prospectus Summary, page 1

    8.

    We note your summary contains a lengthy description 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 business and business strategy. This detailed information is better suited for the
body of

    Securities and Exchange Commission

    Page 5

    July 30, 2010

    the prospectus. Please revise to substantially reduce the amount of repetitive disclosure
in the summary.

In response to the Staff’s comment, the Company has revised the disclosure to substantially reduce
the amount of repetitive disclosure in the summary section of the prospectus.

Overview, page 1

    9.

    Please explain what you mean by the phrase: “We have grown our revenue
organically...,” (emphasis added).

In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 52 and 80 to
explain that organic growth is growth generated without relying on acquisitions.

    10.

    Please describe elsewhere in the prospectus, such as the business section, how CAGR is
calculated and why this is an appropriate measurement.

In response to the Staff’s comment, the Company has revised the disclosure on page 80 to describe
how CAGR is calculated and explain why it is an appropriate measurement.

Go-to Market Matrix, page 2

    11.

    Please clarify the meaning of the chart presented on page 2.

In response to the Staff’s comment, the Company has revised the heading “Go-To Market Matrix” to
“Deployment of Capabilities to Serve Clients” and the related paragraph on pages 2, 86 and 87 to
clarify the meaning of the chart.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 83 to explain
the relevant government security clearances.

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 proposed stock split and the business reason for effecting the
split.

    Securities and Exchange Commission

    Page 6

    July 30, 2010

In response to the Staff’s comment, the Company has revised the disclosure on page 9 to state that
the stock split is necessary to reduce the per share price of its Class A common stock to a more
customary level for an initial public offering and an initial listing on a national securities
exchange.

Summary of Historical Consolidated Financial and Other Data, page 9

    14.

    Please revise to provide a separate discussion for each non-GAAP measure that you are
presenting. Also, please provide more disclosure 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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 13 through 16
to provide a separate discussion for each non-GAAP measure and provide additional disclosure for
how each measure is used by management and how they are each useful to an investor. The Company
also respectfully advises the Staff that the footnotes to the table reconciling Adjusted Net Income
to net income on page 15 discloses the nature of the reconciling adjustments, including the fact
that they are all related to an unusual, extraordinary or non-recurring occurrence (in this case,
the acquisition or the recapitalization transaction).

    15.

    Please include a quantitative reconciliation 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 Disclosure Interpretations on
Non-GAAP Financial Measures, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

In response to the Staff’s comment, the Company has revised the disclosure on page 16 to include a
reconciliation of Free Cash Flow to net cash provided by operating activities of continuing
operations.

    16.

    We note that you have characterized free cash flow as an operating measure. However, based
upon your description on page 12, it appears 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 15 to
characterize Free Cash Flow as a measure of liquidity.

Risk Factors, page 15

    17.

    We note that many of your risk factors contain bulleted lists of specific events or
occurrences that could have an effect on your business. To the extent that any

    Securities and Exchange Commission

    Page 7

    July 30, 2010

    of these bulleted events could have a material effect on your business, please separately
describe such risk under its own risk factor subheading.

In response to the Staff’s comment, the Company has reviewed the bulleted lists that appear in many
of its risk factors and concluded that the bulleted items are relevant examples of the risks
described under each risk factor subheading and not separate material risks requiring their own
risk factor subheading.

    18.

    We note that several risk factor subheadings merely state general facts about your business.
For example only, we note the following subheadings:

    •

    Our professional reputation is critical to our business, page 19;

    •

    We face intense competition from many competitors..., page 21;

    •

    We may have adverse judgments or settlements 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 the 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 specifically applies to you.

In response to the Staff’s comment, the Company has revised the disclosure on pages 21, 23, 25, 27
and 30 to identify briefly in the subheadings the specific risks as they apply to the Company.

    19.

    Please discuss in greater detail the professional liability insurance program discussed on
page 23. To

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