Booz Allen Hamilton (BAH) - 2026 Q1 - Quarterly Report

PART I. Financial Information Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Booz Allen Hamilton Holding Corporation, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed notes explaining the company's business, accounting policies, revenue recognition, earnings per share, intangible assets, liabilities, debt, income taxes, comprehensive income, fair value measurements, commitments, and supplemental financial information for the quarter ended June 30, 2025 Condensed Consolidated Balance Sheets Presents the company's financial position, detailing changes in total assets, liabilities, and stockholders' equity over the quarter | Metric | June 30, 2025 (Millions) | March 31, 2025 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :----------------------- | :------------------------ | :---------------- | :------- | | Total Assets | $7,170 | $7,312 | $(142) | -1.94% | | Total Liabilities | $6,105 | $6,309 | $(204) | -3.23% | | Total Stockholders' Equity | $1,065 | $1,003 | $62 | 6.18% | | Cash and cash equivalents | $711 | $885 | $(174) | -19.66% | | Accounts receivable, net | $2,286 | $2,271 | $15 | 0.66% | | Total current assets | $3,135 | $3,313 | $(178) | -5.37% | | Total current liabilities | $1,760 | $1,846 | $(86) | -4.66% | - Total assets decreased by $142 million, primarily driven by a $174 million decrease in cash and cash equivalents[12] - Total liabilities decreased by $204 million, mainly due to reductions in accounts payable and other accrued expenses, and accrued compensation and benefits[12] - Stockholders' equity increased by $62 million, primarily due to net income and additional paid-in capital, partially offset by treasury stock repurchases[12] Condensed Consolidated Statements of Operations Details the company's financial performance, highlighting changes in revenue, operating income, net income, and earnings per share | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------- | :------- | | Revenue | $2,924 | $2,942 | $(18) | -0.61% | | Operating income | $257 | $255 | $2 | 0.78% | | Net income | $271 | $165 | $106 | 64.24% | | Basic EPS | $2.17 | $1.27 | $0.90 | 70.87% | | Diluted EPS | $2.16 | $1.27 | $0.89 | 70.08% | - Net income significantly increased by 64% to $271 million, primarily driven by a substantial income tax benefit in the current quarter compared to an expense in the prior year[14] - Revenue saw a slight decrease of 1% to $2,924 million[14] - Operating income remained relatively stable, increasing by 1% to $257 million[14] Condensed Consolidated Statements of Comprehensive Income Reports the company's comprehensive income, including net income and other comprehensive income/loss components | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------- | :------- | | Net income | $271 | $165 | $106 | 64.24% | | Total other comprehensive loss, net of tax | $(1) | $(2) | $1 | -50.00% | | Comprehensive income | $270 | $163 | $107 | 65.64% | - Comprehensive income increased by 65.6% to $270 million, primarily reflecting the higher net income[16] - Other comprehensive loss, net of tax, decreased from $(2) million in 2024 to $(1) million in 2025[16] Condensed Consolidated Statements of Cash Flows Outlines the company's cash generation and usage from operating, investing, and financing activities | Metric | Three Months Ended June 30, 2025 (Millions) | Three Months Ended June 30, 2024 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------- | :------- | | Net cash provided by operating activities | $119 | $52 | $67 | 128.85% | | Net cash used in investing activities | $(32) | $(127) | $95 | -74.80% | | Net cash used in financing activities | $(261) | $(181) | $(80) | 44.20% | | Net decrease in cash and cash equivalents | $(174) | $(256) | $82 | -32.03% | | Cash and cash equivalents––end of period | $711 | $298 | $413 | 138.59% | - Net cash provided by operating activities more than doubled, increasing by $67 million to $119 million, driven by strong collection performance and lower compensation disbursements[19][95] - Net cash used in investing activities decreased significantly by $95 million to $32 million, primarily due to the absence of a large business acquisition present in the prior year[19][96] - Net cash used in financing activities increased by $80 million to $261 million, mainly due to increased share repurchases and term loan payments[19][97] Condensed Consolidated Statements of Stockholders' Equity Details the changes in the company's stockholders' equity, including net income, share repurchases, and dividends | Metric | June 30, 2025 (Millions) | March 31, 2025 (Millions) | Change (Millions) | | :-------------------------------- | :----------------------- | :------------------------ | :---------------- | | Class A Common Stock (Amount) | $2 | $2 | $0 | | Treasury Stock (Amount) | $(3,249) | $(3,082) | $(167) | | Additional Paid-In Capital | $1,071 | $1,042 | $29 | | Retained Earnings | $3,271 | $3,070 | $201 | | Accumulated Other Comprehensive Income (Loss) | $(30) | $(29) | $(1) | | Total Stockholders' Equity | $1,065 | $1,003 | $62 | - Total stockholders' equity increased by $62 million, driven by net income of $271 million and additional paid-in capital of $29 million, partially offset by $167 million in treasury stock repurchases and $70 million in dividends paid[21] - The company repurchased 1.4 million shares of Class A Common Stock for $167 million during the three months ended June 30, 2025[21] 1. Business Overview Describes Booz Allen Hamilton as an advanced technology company supporting federal and commercial clients with 33,400 employees - Booz Allen Hamilton Holding Corporation is an advanced technology company incorporated in Delaware in May 2008[22] - The company builds technology solutions using AI, cyber, and other cutting-edge technologies to support critical missions for federal government customers and commercial clients[22] - As of June 30, 2025, the company had approximately 33,400 employees and operates as one reportable segment[22] 2. Basis of Presentation Explains the financial statements' preparation under U.S. GAAP and SEC rules, noting reclassifications and new accounting standards - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC rules, condensing or omitting certain annual disclosures[23] - Management has reclassified interest income for fiscal 2025 from 'Other income (loss), net' to 'Interest expense, net' with no impact on financial position or results of operations[24] - The company holds equity and other investments in unconsolidated entities totaling $105 million as of June 30, 2025, up from $90 million at March 31, 2025[25] - The company is assessing the impact of ASU 2024-03 (Disaggregation of Income Statement Expenses), effective for annual periods beginning after December 15, 2026, which will affect disclosures but not financial condition or results of operations[28] 3. Revenue Analyzes revenue by contract and customer type, along with remaining performance obligations and contract balances Revenue by Contract Type (Three Months Ended June 30) | Contract Type | 2025 (Millions) | 2025 (%) | 2024 (Millions) | 2024 (%) | | :---------------- | :-------------- | :------- | :-------------- | :------- | | Cost-reimbursable | $1,758 | 60% | $1,660 | 56% | | Time-and-materials | $638 | 22% | $671 | 23% | | Fixed-price | $528 | 18% | $611 | 21% | | Total Revenue | $2,924 | 100% | $2,942 | 100% | Revenue by Customer Type (Three Months Ended June 30) | Customer Type | 2025 (Millions) | 2025 (%) | 2024 (Millions) | 2024 (%) | | :---------------- | :-------------- | :------- | :-------------- | :------- | | Defense Customers | $1,517 | 51% | $1,421 | 48% | | Intelligence Customers | $484 | 17% | $457 | 16% | | Civil Customers | $923 | 32% | $1,064 | 36% | | Total Revenue | $2,924 | 100% | $2,942 | 100% | - Remaining performance obligations increased to $10.6 billion as of June 30, 2025, from $9.5 billion as of March 31, 2025. Approximately 65% is expected to be recognized as revenue over the next 12 months[33] Contract Balances (Millions) | Metric | June 30, 2025 | March 31, 2025 | | :---------------------------------------- | :-------------- | :------------- | | Accounts receivable–billed | $725 | $781 | | Accounts receivable–unbilled (contract assets) | $1,562 | $1,491 | | Total accounts receivable, net | $2,345 | $2,329 | | Advance payments, billings in excess of costs incurred and deferred revenue (contract liabilities) | $14 | $18 | 4. Earnings Per Share Provides basic and diluted earnings per share, detailing the impact of net income and share count Earnings Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :---------------------------------------- | :----- | :----- | | Earnings for basic computations (Millions) | $269 | $164 | | Earnings for diluted computations (Millions) | $269 | $164 | | Weighted-average common stock shares outstanding, basic | 124,114,149 | 129,387,052 | | Dilutive stock options and restricted stock | 361,521 | 530,211 | | Weighted-average common stock shares outstanding, diluted | 124,475,670 | 129,917,263 | | Basic EPS | $2.17 | $1.27 | | Diluted EPS | $2.16 | $1.27 | - Basic EPS increased by 70.87% to $2.17, and Diluted EPS increased by 70.08% to $2.16, primarily due to higher net income and a lower weighted-average share count[35] 5. Intangible Assets Details the net carrying value of intangible assets, including customer contracts, software, and trade name Intangible Assets (Millions) | Asset Type | June 30, 2025 Net Carrying Value | March 31, 2025 Net Carrying Value | Change | | :---------------------------------------- | :--------------------------------- | :---------------------------------- | :----- | | Customer contracts and related customer relationships | $299 | $314 | $(15) | | Software | $60 | $59 | $1 | | Total amortizable intangible assets | $359 | $373 | $(14) | | Trade name (unamortizable) | $190 | $190 | $0 | | Total Intangible Assets | $549 | $563 | $(14) | - Total intangible assets, net, decreased by $14 million to $549 million, primarily due to amortization of customer contracts and related customer relationships[36] 6. Accounts Payable and Other Accrued Expenses Presents the breakdown and changes in accounts payable and other accrued expenses, including vendor payables Accounts Payable and Other Accrued Expenses (Millions) | Category | June 30, 2025 | March 31, 2025 | Change | | :---------------------------------------- | :-------------- | :------------- | :----- | | Vendor payables | $635 | $693 | $(58) | | Provision for claimed costs | $246 | $245 | $1 | | Accrued interest | $47 | $16 | $31 | | Accrued expenses | $21 | $33 | $(12) | | Total | $949 | $987 | $(38) | - Total accounts payable and other accrued expenses decreased by $38 million to $949 million, mainly due to a reduction in vendor payables[37] 7. Accrued Compensation and Benefits Details the components and changes in accrued compensation and benefits, primarily accrued payroll Accrued Compensation and Benefits (Millions) | Category | June 30, 2025 | March 31, 2025 | Change | | :---------------------------------------- | :-------------- | :------------- | :----- | | Accrued payroll | $232 | $328 | $(96) | | Accrued retirement | $105 | $85 | $20 | | Accrued paid time off | $247 | $242 | $5 | | Other | $72 | $47 | $25 | | Total | $656 | $702 | $(46) | - Total accrued compensation and benefits decreased by $46 million to $656 million, primarily due to a $96 million decrease in accrued payroll[38] 8. Debt Provides an overview of the company's debt structure, including term loans and senior notes, and credit facility status Debt (Millions) | Debt Type | June 30, 2025 Outstanding Balance | March 31, 2025 Outstanding Balance | Change | | :---------------------------------------- | :-------------------------------- | :--------------------------------- | :----- | | Term Loan | $1,506 | $1,526 | $(20) | | Senior Notes due 2028 | $700 | $700 | $0 | | Senior Notes due 2029 | $500 | $500 | $0 | | Senior Notes due 2033 | $650 | $650 | $0 | | Senior Notes due 2035 | $650 | $650 | $0 | | Less: Unamortized debt issuance costs and discount on debt | $(27) | $(28) | $1 | | Total Debt | $3,979 | $3,998 | $(19) | | Long-term debt, net of current portion | $3,896 | $3,915 | $(19) | - Total debt decreased by $19 million to $3,979 million, primarily due to a reduction in the Term Loan balance[39] - The company had a $1.0 billion revolving credit facility with no outstanding balance as of June 30, 2025, and was in compliance with all financial covenants[39][41][42] 9. Income Taxes Explains the effective income tax rates and the significant impact of uncertain tax position reserve adjustments Effective Income Tax Rates (Three Months Ended June 30) | Period | Effective Tax Rate | | :---------------------------------------- | :----------------- | | June 30, 2025 | (25.5)% | | June 30, 2024 | 22.9% | - The effective income tax rate for the three months ended June 30, 2025, was (25.5)%, a significant decrease from 22.9% in the prior year, primarily due to an $89 million reduction in uncertain tax position (UTP) reserves[43][44] - The UTP reduction of $89 million resulted from the completion of an IRS examination through fiscal year 2021, leading to an $86 million adjustment and $20 million in accrued interest (net of tax effect) on a related long-term receivable[44] - The company recorded long-term income tax receivables of $172 million as of June 30, 2025, related to federal return refund claims, which are subject to Joint Committee on Taxation (JCT) review[45] 10. Accumulated Other Comprehensive Income / (Loss) Details the components of accumulated other comprehensive income/loss, including post-retirement plans and derivatives Accumulated Other Comprehensive Income (Loss) (Millions) | Category | June 30, 2025 | March 31, 2025 | | :---------------------------------------- | :-------------- | :------------- | | Post-retirement plans | $(28) | $(28) | | Derivatives designated as cash flow hedges | $(2) | $(1) | | Total | $(30) | $(29) | - Accumulated Other Comprehensive Income (Loss) decreased slightly to $(30) million as of June 30, 2025, from $(29) million at March 31, 2025, primarily due to a change in unrealized loss on derivatives[47] 11. Fair Value Measurements Presents fair value measurements for financial instruments, including derivatives and long-term debt, using valuation inputs Recurring Fair Value Measurements (Millions) as of June 30, 2025 | Category | Level 1 | Level 2 | Total | | :---------------------------------------- | :------ | :------ | :---- | | Long-term deferred compensation plan asset | $43 | $— | $43 | | Current derivative instruments | $— | $1 | $1 | | Long-term derivative instruments | $— | $2 | $2 | | Long-term deferred compensation plan liability | $43 | $— | $43 | - The company uses interest rate derivative financial instruments (cash flow hedges) with a total notional amount of $350 million to manage interest rate risk on variable rate debt, maturing from June 2026 to June 2027[50] - The fair value of long-term debt as of June 30, 2025, was estimated at $3,957 million, using Level 2 inputs[54] - Investments accounted for at fair value on a non-recurring basis totaled $99 million as of June 30, 2025[55] 12. Commitments and Contingencies Addresses liabilities for claimed costs and potential impacts from ongoing government audits, reviews, and litigation - The company recorded liabilities of $246 million as of June 30, 2025, for estimated adjustments to claimed costs based on historical DCAA audit results[57] - The company is subject to ongoing U.S. government audits, reviews, and investigations related to contract compliance, labor time reporting, and classified information access[58] - Management does not expect any currently ongoing audits, reviews, investigations, or litigation to have a material adverse effect on the company's financial condition or results of operations[58] 13. Supplemental Condensed Consolidated Financial Information Provides supplemental financial details, specifically severance and related charges from cost management initiatives Severance and Related Charges (Three Months Ended June 30, 2025) (Millions) | Category | Amount | | :---------------------------------------- | :----- | | Cost of revenue | $30 | | General and administrative expenses | $6 | | Total severance charges | $36 | - The company incurred $36 million in severance and related charges during the three months ended June 30, 2025, due to a cost management initiative and restructure of the Civil business[60] - The unpaid portion of these charges, $22 million, is included in accrued compensation and benefits on the balance sheet as of June 30, 2025[61] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of the company's business, factors affecting its operations, detailed analysis of financial results, contract backlog, non-GAAP measures, liquidity, and capital resources. It highlights the company's focus on advanced technology solutions for government and commercial customers, the impact of the U.S. political and budget environment, and the drivers behind changes in revenue, expenses, and cash flows Overview Introduces Booz Allen Hamilton as an advanced technology company serving federal and commercial clients with cutting-edge solutions - Booz Allen Hamilton is an advanced technology company that builds AI, cyber, and other cutting-edge solutions for critical civil, defense, and national security priorities[65] - The company has approximately 33,400 employees supporting federal government customers, including nearly all U.S. cabinet-level departments, and commercial clients domestically and internationally[66] Factors and Trends Affecting Our Results of Operations Discusses the impact of the U.S. political, budget, and regulatory environment on the company's operational results - The company's performance is significantly influenced by the uncertain U.S. political, budget, and regulatory environment, including government spending levels and priorities[67] - Changes in government administration priorities, reviews of spending, and mandates for efficiency can lead to contract impacts, price adjustments, and renegotiations[68] - Reductions in government agency personnel and a changing regulatory environment have led to a slower procurement environment, causing delays in contract awards, payments, and security clearances[69] - The 2025 Appropriations Act funds the U.S. government through September 30, 2025, with increased Department of Defense base budget and reduced nondefense spending, providing conditional authority for new program starts[71] Contract Backlog Details the company's contract backlog, including funded, unfunded, and priced options, and remaining performance obligations Contract Backlog (Millions) | Backlog Type | June 30, 2025 | June 30, 2024 | Change (Millions) | % Change | | :---------------- | :-------------- | :-------------- | :---------------- | :------- | | Funded | $4,047 | $4,464 | $(417) | -9.34% | | Unfunded | $10,441 | $9,185 | $1,256 | 13.67% | | Priced options | $23,777 | $20,923 | $2,854 | 13.64% | | Total backlog | $38,265 | $34,572 | $3,693 | 10.68% | - Total backlog increased by 10.7% to $38.265 billion from June 30, 2024, to June 30, 2025, driven by increases in unfunded backlog and priced options[73][75] - Remaining performance obligations were $10.6 billion as of June 30, 2025, with approximately 65% expected to be recognized as revenue over the next 12 months[73] - Additions to funded backlog totaled $11.5 billion for the twelve months ended June 30, 2025[75] Critical Accounting Estimates and Policies States that critical accounting estimates and policies remain consistent with the prior annual report - The company's critical accounting estimates and policies are consistent with those disclosed in its Annual Report on Form 10-K for the year ended March 31, 2025[77] Results of Operations Analyzes the drivers behind changes in revenue, operating costs, and net income for the reporting period Consolidated Statements of Operations (Three Months Ended June 30) (Millions) | Metric | 2025 | 2024 | % Change | | :-------------------------------- | :----- | :----- | :------- | | Revenue | $2,924 | $2,942 | (1)% | | Cost of revenue | $1,423 | $1,372 | 4% | | Billable expenses | $881 | $945 | (7)% | | General and administrative expenses | $323 | $329 | (2)% | | Depreciation and amortization | $40 | $41 | (2)% | | Total operating costs and expenses | $2,667 | $2,687 | (1)% | | Operating income | $257 | $255 | 1% | | Interest expense, net | $(44) | $(38) | 16% | | Other income (expense), net | $3 | $(3) | (200)% | | Income before income taxes | $216 | $214 | 1% | | Income tax (benefit) expense | $(55) | $49 | (212)% | | Net income | $271 | $165 | 64% | - Revenue decreased by 1% to $2,924 million, primarily due to lower billable expenses[79] - Cost of revenue increased by 4% to $1,423 million, mainly due to a $99 million increase in salaries and related benefits, partially offset by other business expense decreases[80] - Billable expenses decreased by 7% to $881 million, driven by reduced use of subcontractors[81] - Operating income increased by 1% to $257 million, maintaining a stable operating margin of 9% due to cost management efforts[84] - Net income increased by 64% to $271 million, significantly impacted by an income tax benefit of $55 million compared to an expense of $49 million in the prior year[87] Non-GAAP Measures Presents non-GAAP financial measures like revenue excluding billable expenses and Adjusted EBITDA for core performance insights Non-GAAP Measures (Three Months Ended June 30) (Millions) | Metric | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Revenue, Excluding Billable Expenses | $2,043 | $1,997 | | EBITDA | $297 | $296 | | Adjusted EBITDA | $311 | $302 | - Revenue, Excluding Billable Expenses, increased to $2,043 million from $1,997 million, providing insight into core operating performance by excluding lower-margin billable expenses[88][89] - Adjusted EBITDA increased to $311 million from $302 million, reflecting core operating business performance after excluding non-operational and unusual items like severance costs[88][89] Liquidity and Capital Resources Discusses the company's liquidity position, expected cash needs, and strategies for capital allocation - As of June 30, 2025, total liquidity was $1.7 billion, comprising $711 million in cash and cash equivalents and $999 million available under the Revolving Credit Facility[90] - The company expects to meet its liquidity and cash needs for the next twelve months through operating cash flows, existing cash, and available borrowing capacity[92] - Potential uses of excess cash include strategic acquisitions, business investments, and returning value to shareholders via share repurchases and dividends[91] Cash Flows Provides a detailed analysis of cash flows from operating, investing, and financing activities and their drivers - Net cash provided by operating activities increased significantly to $119 million for the three months ended June 30, 2025, up from $52 million in the prior year, driven by strong collection performance and lower compensation disbursements[95] - Net cash used in investing activities decreased to $32 million from $127 million in the prior year, primarily due to the absence of a business acquisition in the current period[96] - Net cash used in financing activities increased to $261 million from $181 million, mainly due to higher share repurchases and term loan payments[97] Dividends and Share Repurchases Reports on quarterly cash dividends paid and ongoing share repurchase program activities - The company announced a regular quarterly cash dividend of $0.55 per share, payable on August 29, 2025[98] - During the three months ended June 30, 2025, the company paid $70 million in quarterly cash dividends[98] - The company repurchased 1.4 million shares of Class A Common Stock for $154 million during the first three months of fiscal 2026, with approximately $591 million remaining under the repurchase program as of June 30, 2025[99] Summarized Financial Information Presents summarized financial information for the obligor group, including intercompany balances and debt guarantees - The Senior Notes due 2033 and 2035 are fully and unconditionally guaranteed by the Company[101] Summarized Statements of Financial Condition (Millions) | Metric | June 30, 2025 | March 31, 2025 | | :---------------------------------------- | :-------------- | :------------- | | Intercompany receivables from non-guarantor subsidiaries | $12 | $13 | | Total other current assets | $3,101 | $3,272 | | Goodwill and intangible assets, net of accumulated amortization | $1,502 | $1,501 | | Total other non-current assets | $1,017 | $978 | | Intercompany payables to non-guarantor subsidiaries | $6 | $91 | | Total other current liabilities | $1,743 | $1,819 | | Long-term debt, net of current portion | $3,896 | $3,915 | | Total other non-current liabilities | $430 | $535 | Summarized Statement of Operations (Three Months Ended June 30, 2025) (Millions) | Metric | Amount | | :---------------------------------------- | :----- | | Revenue | $2,898 | | Revenue from non-guarantor subsidiaries | $5 | | Operating income | $271 | | Operating loss from non-guarantor subsidiaries | $(6) | | Net income | $274 | | Net income attributable to the Obligor Group | $274 | Commitments and Contingencies Refers to Note 12 of the financial statements for detailed information on commitments and contingencies - The company is subject to various reviews, investigations, claims, lawsuits, and other uncertainties, as detailed in Note 12 to the condensed consolidated financial statements[106] Special Note Regarding Forward Looking Statements Highlights that the report contains forward-looking statements subject to risks and uncertainties, with no obligation to update - The report contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially[107] - Key risks include issues with U.S. government relationships, changes in government spending, compliance failures, competitive bidding, loss of contracts, internal system failures, employee misconduct, and legal proceedings[107][112] - All forward-looking statements are made as of the report date, and the company undertakes no obligation to update or revise them[108] Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to the company's quantitative and qualitative disclosures about market risk during the period covered by this Quarterly Report on Form 10-Q compared to the information provided in its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 - No material changes occurred in market risk disclosures during the quarter[109] Item 4. Controls and Procedures Management, with the participation of the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of the end of the reporting period. There have been no material changes in internal control over financial reporting during the last fiscal quarter Disclosure Controls and Procedures Confirms the effectiveness of the company's disclosure controls and procedures as evaluated by management - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[110] Changes in Internal Control Over Financial Reporting States that no material changes in internal control over financial reporting occurred during the last fiscal quarter - There have been no material changes in internal control over financial reporting during the last fiscal quarter[111] PART II. Other Information Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 12, 'Commitments and Contingencies,' in the Notes to Unaudited Condensed Consolidated Financial Statements - Legal proceedings information is detailed in Note 12 of the financial statements[114] Item 1A. Risk Factors There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025 - No material changes to risk factors were reported during the period[115] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on the company's equity security transactions, specifically detailing share repurchase activities during the quarter ended June 30, 2025, and confirming no unregistered sales of equity securities Recent Sales of Unregistered Securities Confirms that there were no unregistered sales of equity securities during the reporting period - There were no unregistered sales of equity securities during the period[116] Issuer Purchases of Equity Securities Details the company's share repurchase activities, including shares purchased and remaining authorization Share Repurchase Activity (Quarter Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | :---------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | April 2025 | 365,952 | $109.45 | 365,440 | $705 | | May 2025 | 640,674 | $116.50 | 556,225 | $641 | | June 2025 | 490,946 | $103.54 | 483,019 | $591 | | Total | 1,497,572 | | 1,404,684 | | - The company repurchased 1.4 million shares of Class A Common Stock for an aggregate of $154 million during the first three months of fiscal 2026[99] - As of June 30, 2025, approximately $591 million remained under the share repurchase program, which was most recently increased by $500 million to $3,585 million on January 28, 2025[99][117] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[118] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[119] Item 5. Other Information There is no other information to report under this item - No other information was reported[120] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications, financial statements in Inline XBRL format, and other relevant documents - Exhibits include certifications (31.1, 31.2, 32.1, 32.2), financial statements in Inline XBRL (101), and the Cover Page Interactive Data File (104)[121]