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Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report: April 3, 2020




Booz Allen Hamilton Holding Corporation

(Exact name of Registrant as specified in its charter)




Delaware  001-34972  26-2634160

(State or other jurisdiction

of incorporation) 



File Number) 


(IRS Employer

Identification No.)


8283 Greensboro Drive, McLean, Virginia  22102
(Address of principal executive offices)  (Zip Code)


Registrant’s telephone number, including area code: (703) 902-5000




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of Each Class  Trading Symbol  Name of Each Exchange on Which Registered
Class A Common Stock  BAH  New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 7.01 Regulation FD Disclosure.


On April 3, 2020, Booz Allen Hamilton Holding Corporation (the “Company”) issued an open letter to the Company’s stakeholders, together with a message from the Chief Financial Officer. These materials are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. 


Item 9.01 Financial Statements and Exhibits.


99.1   Open Letter to Booz Allen Hamilton’s Stakeholders
99.2   Message from the Chief Financial Officer Regarding Open Letter
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Booz Allen Hamilton Holding Corporation
   By: /s/ Lloyd W. Howell, Jr.
    Lloyd W. Howell, Jr.  
    Executive Vice President, Chief Financial Officer and Treasurer  


Date: April 3, 2020






Exhibit 99.1



April 3, 2020


An Open Letter To Booz Allen Hamilton’s Stakeholders


Dear Booz Allen clients, investors and friends,


I hope this note finds you and your families safe and in good health. Two months ago, I would not have thought to write you an open letter, but a lot has changed since then. Around the world, institutions, communities, families and individuals are under enormous strain due to the COVID-19 pandemic. So I thought it was important to share with you directly how Booz Allen has responded to this crisis.


Beginning in early February, we mounted a coordinated response to the coronavirus outbreak. Our three priorities have been: protecting the health of our people, their families and their communities; supporting the critical needs of our government and commercial clients; and ensuring the firm’s institutional and financial resilience.


This week we took important new steps to empower our people to continue serving our clients during this crisis. These new initiatives will be financed by reprioritizing $100 million in planned spending and investment. The budget reallocation includes items such as the elimination of many events and a variety of other overhead expenses, as well as a hiring freeze in non-billable departments.


Among the actions we have taken are these:


§A commitment to no layoffs, furloughs, or reduced work hours or pay for employees in good standing through at least July 1


§Emergency paid time off for those who become ill from coronavirus or have unexpected dependent care needs due to the pandemic


§An additional contribution to employee Flexible Spending Accounts for dependent-care expenses


§An infusion of $5 million of support for the Booz Allen Employee Resilience Fund, which will provide grants to employees facing financial hardships due to the pandemic


In addition to providing these benefits to support our more than 27,000 employees, in partnership with the independent Booz Allen Foundation, we have made a commitment of at least $10 million in assistance to our communities. The firm and the Foundation will provide assistance in cash donations, grants, volunteer hours, pro bono work and technology to help military families, veterans, frontline healthcare workers, and those most vulnerable to the virus, including the elderly and homeless.


At a time of extreme uncertainty, we believe these actions are both the right thing to do and good business. By relieving our people of at least some of the anxiety and challenges they face daily, we empower them to channel their energy towards supporting our clients, who in turn face their own unprecedented challenges. It’s what our people, our clients and our nation want and deserve. And it is a reflection of our purpose and values-centered culture.





An Open Letter to Booz Allen Hamilton’s Stakeholders

April 3, 2020

Page 2


Thank you for your support now and always. In our 106-year history, our firm—along with our nation—has been through two World Wars, a Great Depression, a Cold War, terrorism on our soil, and countless other crises. Because of your confidence in us, the people of Booz Allen now stand ready to help our clients, communities, and nation face this exceptional challenge. We are in it together. And we are proud to do our part.


With warm regards and gratitude,

Horacio Rozanski

President & Chief Executive Officer



[Note: See our press release on BoozAllen.com for more details.]









Exhibit 99.2


A Message from the Chief Financial Officer Regarding Open Letter


You may have seen our open letter to Booz Allen stakeholders regarding our responses to the COVID-19 virus. I want to provide you an update on how we are responding to the uncertainty and disruption the COVID-19 virus has introduced to our people, our business, and our clients. 


Thankfully we entered this crisis in a position of financial strength, rooted in the hard work of our people and our continued efforts to build capabilities and solutions at the center of our clients’ mission. The firm has at its disposal a record cash balance and a robust balance sheet, with strong capacity and access to additional liquidity.  Our business model, with one unified P&L and a culture of collaboration, allows us to be flexible and decisive at the same time.  We are well positioned to leverage these strengths to quickly react to changes in our business and to take advantage of new opportunities.


Our highest priority is to ensure our people are safe, supported, and able to continue to serve our clients’ most important missions – now and into the future.  People are our business.  We are rapidly acclimating to new ways of working; building innovative virtual alternatives for recruiting, client delivery, and capability development; and supporting our people as they manage the personal impacts of this crisis.  Our clients have been strong partners in this effort.  This allows us to provide continuity for our clients and enables us to surge to meet the rapidly emerging needs of our government and commercial markets – which in turn drive revenue and cash flow. 


I’m optimistic that Booz Allen’s financial prudence, combined with our unprecedented Pandemic Resilience Program, will allow our people to immediately face down our nation’s most pressing challenges.  Across the firm, I am seeing our people rise to the challenge. Looking forward, we’ll continue to lean into an expeditious recovery.


Horacio, Nick and I look forward to engaging with you to respond to any of your questions.