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What changed in Amentum Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amentum Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+335 added−369 removedSource: 10-K (2025-11-25) vs 10-K (2024-12-17)

Top changes in Amentum Holdings, Inc.'s 2025 10-K

335 paragraphs added · 369 removed · 261 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

74 edited+5 added−8 removed43 unchanged
Biggest changeFor the years ended September 27, 2024 September 29, 2023 September 30, 2022 Cost-plus-fee 62 % 63 % 69 % Fixed-price 27 % 26 % 23 % Time-and-materials 11 % 11 % 8 % We note that substantially all of our contracts, including our U.S. federal government contracts, are subject to cancellation, termination, or suspension at the discretion of the customer, and may be subject to changes in the scope of services to be provided, as well as adjustments to the costs relating to the contracts, and may be subject to other contingencies such as congressional appropriations.
Biggest changeFor the years ended October 3, 2025 September 27, 2024 September 29, 2023 DS GES Total DS GES Total DS GES Total Cost-plus-fee 64 % 61 % 63 % 49 % 66 % 62 % 46 % 68 % 63 % Fixed-price 26 % 24 % 24 % 33 % 25 % 27 % 35 % 24 % 26 % Time-and-materials 10 % 15 % 13 % 18 % 9 % 11 % 19 % 8 % 11 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 9 We note that substantially all of our contracts, including our U.S. federal government contracts, are subject to cancellation, termination, or suspension at the discretion of the customer, and may be subject to changes in the scope of services to be provided, as well as adjustments to the costs relating to the contracts, and may be subject to other contingencies such as congressional appropriations.
This legacy encompasses many notable achievements, including design and development of the Hoover Dam, demilitarization of the United States’ chemical weapons stockpile, and environmental management support following the Manhattan Project during World War II.
This legacy encompasses many notable achievements, including the design and development of the Hoover Dam, demilitarization of the United States’ chemical weapons stockpile, and environmental management support following the Manhattan Project during World War II.
Protecting our people, clients, and communities we serve and driving sustainable business practices is not just the right thing to do, it is essential to our success. We know that “success starts with safety” because we have observed the correlation between excellence in safety and both improved financial performance and customer satisfaction.
Protecting our people, clients, and the communities we serve and driving sustainable business practices is not just the right thing to do, it is essential to our success. We know that “success starts with safety” because we have observed the correlation between excellence in safety and both improved financial performance and customer satisfaction.
We believe the U.S. federal government is increasingly looking to large, diversified providers 4 for comprehensive solutions, for which Amentum offers a breadth and depth of proven expertise that is unique in the government services industry. • Increase our penetration with existing, well-funded customers , where our current long-term contracts, backlog, and relationships provide a stable base for on-contract growth and expanded new opportunities.
We believe the U.S. federal government is increasingly looking to large, diversified providers for comprehensive solutions, for which Amentum offers a breadth and depth of proven expertise that is unique in the government services industry. • Increase our penetration with existing, well-funded customers , where our current long-term contracts, backlog, and relationships provide a stable base for on-contract growth and expanded new opportunities.
Through strategic partnerships with leading educational institutions, professional organizations, community groups, and military-focused programs, we’ve built a robust talent pipeline that reflects the diversity of the markets we serve and the unique needs of our clients. Our recruitment process is rigorous and inclusive, leveraging advanced analytics and AI-driven tools alongside best-in-class practices to identify top talent.
Through strategic partnerships with leading educational institutions, professional organizations, community groups, and military-focused programs, we’ve built a robust talent pipeline that reflects the diversity of the markets we serve and the unique needs of our clients. Our recruitment process is rigorous, leveraging advanced analytics and AI-driven tools alongside best-in-class practices to identify top talent.
We continue to be positioned at the forefront of regional-based innovative advancements (such as the United States Indo-Pacific Command (“INDOPACOM”)) that will be required for the U.S. and allied nations to keep their competitive advantage against near-peer adversaries. 6 Contracts We have been awarded contracts across a diverse group of customers across the end markets we serve.
We continue to be positioned at the forefront of regional-based innovative advancements (such as the United States Indo-Pacific Command (“INDOPACOM”)) that will be required for the U.S. and allied nations to keep their competitive advantage against near-peer adversaries. Contracts We have been awarded contracts across a diverse group of customers across the end markets we serve.
These core competencies position us to bid and win opportunities, and our increased scale and competitive cost structure drive operational efficiencies, without compromising the quality of our solutions. Examples of areas where we combine past performance qualifications with longstanding customer relationships include intelligence analytics, C5ISR engineering & integration, and digital modernization.
These core competencies position us to bid and win opportunities, and our increased scale and competitive cost structure drive operational efficiencies, without compromising the quality of our solutions. Examples of areas where we combine past performance qualifications with longstanding customer relationships 7 include intelligence analytics, C5ISR engineering & integration, and digital modernization.
Our ability to replicate modernization efforts across new end markets and various stages of the government acquisition lifecycle will expand our addressable market and enable growth in excess of our customers’ underlying budgets. • Utilize core competencies to drive revenue synergies generated from our enhanced capabilities, relationships, and past performance credentials.
Our ability to replicate modernization efforts across new end markets and various stages of the government lifecycle will expand our addressable market and enable growth in excess of our customers’ underlying budgets. • Utilize core competencies to drive revenue synergies generated from our enhanced capabilities, relationships, and past performance credentials.
Our Markets and Trends We provide solutions to a wide array of customers, primarily multiple departments and agencies within the U.S. federal government, as well as select international customers and commercial customers. We also provide our services to other prime 3 contractors who have contracts with the U.S. federal government and other international customers where our capabilities deliver comprehensive solutions.
Our Markets and Trends We provide solutions to a wide array of customers, primarily multiple departments and agencies within the U.S. federal government, as well as select international customers and commercial customers. We also provide our services to other prime contractors who have contracts with the U.S. federal government and other international customers where our capabilities deliver comprehensive solutions.
By fostering a culture of innovation and upskilling, we maintain a workforce that is agile, engaged, and equipped to drive Amentum’s mission forward. Culture and Values Amentum’s culture is built on innovation, excellence, courage, inclusion, collaboration, safety, and well-being. These values guide our decision-making and shape interactions across the company.
By fostering a culture of innovation and upskilling, we maintain a workforce that is agile, engaged, and equipped to drive Amentum’s mission forward. Culture and Values Amentum’s culture is built on innovation, excellence, courage, collaboration, safety, and well-being. These values guide our decision-making and shape interactions across the company.
The composition of our business today reflects the evolving needs of the U.S. and other allied governments for a contractor that can provide comprehensive solutions to address their most significant and complex challenges.
The composition of our business today reflects the evolving needs of the U.S. and allied governments for a contractor that can provide comprehensive solutions to address their most significant and complex challenges.
These are demonstrated through various contracts including NASA’s Consolidated Operations, Management, Engineering and Test (“COMET”) contract and NASA’s Johnson Space Center Engineering, Technology, and Science (“JETS”) II contract. Our core capabilities of launch support, digital modernization, on-orbit operations, program management and systems engineering are directly aligned to the highest growth budget priorities at NASA, the MDA and the USSF.
These are demonstrated through various contracts including NASA’s Consolidated Operations, Management, Engineering and Test (“COMET”) contract and NASA’s Johnson Space Center Engineering, Technology, and Science (“JETS”) II contract. Our core capabilities of launch support, digital modernization, on-orbit operations, program management and systems engineering are directly aligned to the high growth budget priorities at NASA, the MDA and the USSF.
These solutions are aligned with key DOD focus areas including the National Defense strategy: a digital engineering strategy focused on modernizing defense systems and speed of delivery to be able to fight and win the wars of the future. We also create virtual environments that enable advanced simulation techniques to evaluate the performance efficacy of candidate future systems.
These solutions are aligned with key DOW focus areas including the National Defense strategy: a digital engineering strategy focused on modernizing defense systems and speed of delivery to be able to fight and win the wars of the future. We also create virtual environments that enable advanced simulation techniques to evaluate the performance efficacy of candidate future systems.
Prior to the spin-off, the CMS Business reorganized under a newly formed company named Amazon Holdco Inc. (“CMS”) and distributed a $911 million cash dividend payment to Jacobs, who then distributed, prior to the merger, approximately 80.95% of the outstanding shares of CMS common stock to Jacobs’ shareholders on a pro rata basis.
Prior to the spin-off, CMS reorganized under a newly formed company named Amazon Holdco Inc. (“CMS”) and distributed a $911 million cash dividend payment to Jacobs, 5 who then distributed, prior to the merger, approximately 80.95% of the outstanding shares of CMS common stock to Jacobs’ shareholders on a pro rata basis.
The scale and diversity of our solutions, capabilities, geographies, workforce and contract vehicles are central to our strategy and position us for outsized growth with our customers. The contracts we hold allow us to strategically partner with our customers on innovative engineering and technology solutions creating a competitive advantage for us and provides the opportunity for on-contract growth.
The scale and diversity of our solutions, capabilities, geographies, workforce and contract vehicles are central to our strategy and position us for outsized growth with our customers. The contracts we hold allow us to strategically partner with our customers on innovative engineering and technology solutions creating a competitive advantage for us, providing the opportunity for on-contract growth.
In addition, our leading-edge remote expert technology and our global positioning within all DOD geographical areas of responsibility (“AORs”) afford us the ability to provide timely support to the urgent needs of our U.S. federal government customers and allied partners around the world.
In addition, our leading-edge remote expert technology and our global positioning within all DOW geographical areas of responsibility (“AORs”) afford us the ability to provide timely support to the urgent needs of our U.S. federal government customers and allied partners around the world.
We have extensive experience with AUKUS, including: specialized research and development (“R&D”) activities with the DOD’s Underwater Launch Test Facility; research and technical services with the U.K.’s naval nuclear propulsion program; and positioning as one of four strategic partners for the Australian DOD Capability Acquisition and Sustainment Group supporting the government with all of the platforms and systems required to support their national defense.
We have extensive experience with AUKUS, including: specialized research and 6 development (“R&D”) activities with the DOW’s Underwater Launch Test Facility; research and technical services with the U.K.’s naval nuclear propulsion program; and positioning as one of four strategic partners for the Australian DOD Capability Acquisition and Sustainment Group supporting the government with all of the platforms and systems required to support their national defense.
We support these customers by providing solutions to pressing challenges, from energy transition and environmental solutions to cybersecurity and digital modernization. Our solutions—backed by a robust network of engineers, cleared employees and technical subject matter experts—continue to be critical to our customers’ priorities.
We support these customers by providing solutions to pressing challenges, from energy transformation and environmental solutions to cybersecurity and digital modernization. Our solutions—backed by a robust network of engineers, cleared employees and technical subject matter experts—continue to be critical to our customers’ priorities.
Intelligence, Cyber and Digital Engineering We are at the forefront of wide-ranging cyber, digital services and modern software engineering providing enhanced data ingestion, collection, security and storage solutions for government agency customers spanning the Intelligence Community, the DOD and federal civilian markets.
Intelligence, Cyber and Digital Engineering We are at the forefront of wide-ranging cyber, digital services and modern software engineering providing enhanced data ingestion, collection, security and storage solutions for government agency customers spanning the Intelligence Community, the DOW and federal civilian markets.
We integrate these principles into leadership development, ethical decision-making, and diversity initiatives. Through leadership programs and employee engagement activities, we aim to empower employees to innovate and contribute to Amentum’s collective success. Health and Safety Amentum envisions a safer, smarter, cleaner world and that vision underpins our fierce commitment to environmental, health, and safety (“EHS”) excellence.
We integrate these principles into leadership development, ethical decision-making, and people-first initiatives. Through leadership programs and employee engagement activities, we aim to empower employees to innovate and contribute to Amentum’s collective success. Health and Safety Amentum envisions a safer, smarter, cleaner world and that vision underpins our fierce commitment to environmental, health, and safety (“EHS”) excellence.
These diverse capabilities include rapid prototyping, integrated sustainment and advanced engineering solutions. We continue to be a key provider of design, delivery and operations of advanced mission systems engineering and test infrastructure across the DOD.
These diverse capabilities include rapid prototyping, integrated sustainment and advanced engineering solutions. We continue to be a key provider of design, delivery and operations of advanced mission systems engineering and test infrastructure across the DOW.
Competitors for our global environmental business include Atkins Canada, Bechtel Global Corporation, BWX Technologies Inc., Honeywell International Inc., Huntington Ingalls Industries, Inc., Fluor Corporation and Westinghouse Electric. We also compete against small businesses that cater to specific customers, capabilities and geographies. Human Capital Management Our people are the core of our success.
Competitors for our global environmental business include AtkinsRealis, Bechtel Global Corporation, BWX Technologies Inc., Honeywell International Inc., Huntington Ingalls Industries, Inc., Fluor Corporation and Westinghouse Electric. We also compete against small businesses that cater to specific customers, capabilities and geographies. Human Capital Management Our people are the core of our success.
Our scale is an asset that positions us as a turn-key solutions provider capable of pursuing our customers’ largest and most complex contracts. The ability to pursue these contracts, while maintaining a large base of revenue in backlog, supports our agile business development engine.
Our scale is an asset that positions us as a turn-key solutions provider capable of pursuing our customers’ largest and most complex contracts. The ability to pursue these contracts, while maintaining a large base of revenue in backlog, is supported by our agile business development engine.
MOD, which are further expanding in support of customers pursuing emerging, clean energy technologies; our digital modernization and cyber capabilities, which can be customized to current customers under existing programs; our expertise in space operations, developed via our longstanding trusted relationship with NASA, which will help foster the development of next-generation civil and commercial space programs; and our knowledge of emerging 5G technologies, which are primarily deployed for commercial customers today and may enhance our ability to improve government telecommunications systems.
NDA, which are further expanding in support of customers pursuing emerging, new nuclear energy technologies; our digital modernization and cyber capabilities, which can be customized to current customers under existing programs; our expertise in space operations, developed via our longstanding trusted relationship with NASA, which will help foster the development of next-generation civil and commercial space programs; and our knowledge of emerging 5G technologies, which are primarily deployed for commercial customers today and may enhance our ability to improve government telecommunications systems.
Some of these high growth areas include hypersonics, autonomous systems, sustainable energy, and artificial intelligence/machine learning. We believe our extensive RDT&E capabilities and our customers’ increasing focus on efficiency will enable us to compete effectively.
Some of these high growth areas include hypersonics, autonomous systems, advanced energy solutions, and artificial intelligence/machine learning. We believe our extensive RDT&E capabilities and our customers’ increasing focus on efficiency will enable us to compete effectively.
Failure to ensure regulatory compliance may lead to civil or criminal penalties, termination of its government contracts, and/or suspension or debarment from contracting with customers.
Failure to ensure regulatory compliance may lead to civil or criminal penalties, termination of our government contracts, and/or suspension or debarment from contracting with government customers.
Our core services within this capability are focused on environmental remediation for the DOE across various sites, including at Savannah River, Hanford, Oak Ridge, Portsmouth and the Idaho Cleanup Project. We have extensive experience in research and lab operations, fusion energy and other advanced clean energy technologies.
Our core services within this capability are focused on environmental remediation for the UK NDA and DOE across various sites, including at Sellafield, Savannah River, Hanford, Oak Ridge, Portsmouth and the Idaho Cleanup Project. We have extensive experience in research and lab operations, fusion energy and other advanced energy technologies.
We leverage our history of executing complex engineering and technology solutions for our largest customers to win new contracts with a business strategy that includes the following elements: • Win and successfully execute the largest, most complex programs for the government across the energy and environmental, intelligence, space, defense, civilian and commercial end-markets.
We leverage our history of executing complex engineering and technology solutions for our largest customers to win new contracts with a business strategy that includes the following elements for both reportable segments: • Win and successfully execute the largest, most complex programs for the government across the energy and environmental, intelligence, space, defense, and civilian end-markets.
We are also well-positioned internationally with employees across approximately 80 countries, supporting international customers and contracts in regions with growing mission demand, such as Europe and the Indo-Pacific, and with key allied government agencies, including the U.K. Ministry of Defence (“U.K. MOD”), the U.K. Nuclear Decommissioning Authority (“NDA”) and the Australian Department of Defence (“Australian DOD”).
We are also well-positioned internationally with employees in over 70 countries, supporting international customers and contracts in regions with growing mission demand, such as Europe and the Indo-Pacific, and with key allied government agencies, including the U.K. Ministry of Defence (“U.K. MOD”), the U.K. Nuclear Decommissioning Authority (“NDA”) and the Australian Department of Defence (“Australian DOD”).
We believe our scale and breadth of capabilities position us well in the marketplace as our customers’ requirements increasingly necessitate a full lifecycle partner equipped with next-generation engineering solutions to solve their most complex challenges. Our workforce of more than 53,000 continues to be rooted in a strong purpose-driven culture.
We believe our scale and breadth of capabilities position us well in the marketplace as our customers’ requirements increasingly necessitate a full lifecycle partner equipped with next-generation engineering solutions to solve their most complex challenges. Our workforce of approximately 50,000 continues to be rooted in a strong purpose-driven culture.
Amentum has the ability to serve as a prime contractor across a diverse array of customers, capabilities and missions, especially as our customers increasingly migrate to a solutions-oriented procurement model. We believe our customers prefer the engineering and technological expertise of our highly skilled workforce that underpins these solutions.
Amentum serves as a prime contractor across a diverse array of customers, capabilities and missions, especially as our customers increasingly migrate to a solutions-oriented procurement model. We believe our customers prefer the engineering and technological expertise of our highly skilled workforce that underpins these solutions.
Shift Toward Modernization We believe that Amentum has an advantage in creating digital decision advantages, advancing RDT&E initiatives, delivering space superiority, addressing global environmental challenges, and supporting energy transition due to our scale and capabilities across key government modernization priorities. The breadth of our solutions enables us to capitalize on these modernization priorities from early-stage development through sustainment.
Shift Toward Modernization Due to our scale and capabilities across key government modernization priorities, we believe that Amentum has an advantage in creating digital decision advantages, advancing RDT&E initiatives, delivering space superiority, addressing global environmental challenges, and supporting nuclear power expansion globally. The breadth of our solutions enables us to capitalize on these modernization priorities from early-stage development through sustainment.
These priorities include addressing global environmental challenges and supporting energy transition, creating digital decision advantages, advancing Research, Development, Test, and Evaluation (“RDT&E”) initiatives, and enhancing space superiority.
These priorities include addressing global environmental challenges and supporting sustainable energy transformation, creating digital decision advantages, advancing Research, Development, Test, and Evaluation (“RDT&E”) initiatives, and enhancing space superiority.
In the U.S., these customers include the Department of Energy (“DOE”), the Intelligence Community (consisting of the National Intelligence Program (“NIP”) and the Military Intelligence Program (“MIP”)), the Department of Defense (“DOD”), the National Aeronautics and Space Administration (“NASA”), and the Department of Homeland Security (“DHS”) as well as other government and certain commercial customers.
In the U.S., these customers include the Department of Energy (“DOE”), the Intelligence Community consisting of the National Intelligence Program (“NIP”) and the Military Intelligence Program (“MIP”), the Department of War (“DOW”), the National Aeronautics and Space Administration (“NASA”), and the Department of Homeland Security (“DHS”) as well as other government and certain commercial customers.
Since the 1950s, the CMS Business and its predecessor companies served vital roles in innovative projects including the design, development, operations, and maintenance of first-of-their kind aerodynamic test facilities for the United States Air Force (“USAF”); supporting the development of NASA test facilities needed for the Apollo Program; designing the launch complex for the Space Shuttle; and supporting the next generation of human space exploration as a prime contractor for NASA’s Artemis mission.
Additionally, our predecessor companies served vital roles in innovative projects including the design, development, operations, and maintenance of first-of-their kind aerodynamic test facilities for the United States Air Force (“USAF”), supporting the development of NASA test facilities needed for the Apollo Program, designing the launch complex for the Space Shuttle, and supporting the next generation of human space exploration as a prime contractor for NASA’s Artemis mission.
Documents filed by us with the SEC can also be viewed at www.sec.gov. 10
Documents filed by us with the SEC can also be viewed at www.sec.gov. 12
Our global reach is extensive with an employee presence in approximately 80 countries and 27% of employees positioned internationally. Our international customers benefit from our expansive technical capabilities, proven expertise and longstanding customer relationships. Each of these advantages help Amentum to win and execute our customers’ largest and most complex missions.
Our global reach is extensive with an employee presence in over 70 countries and 25% of employees positioned internationally. Our international customers benefit from our expansive technical capabilities, proven expertise and longstanding customer relationships. Each of these advantages help Amentum to win and execute our customers’ largest and most complex missions.
Item 1. Business Business Overview Amentum Holdings, Inc. (herein referred to as “we”, “our”, “us”, “the Company” and “Amentum”), a Delaware corporation, is a global advanced engineering and technology solutions provider to a broad base of U.S. and allied government agencies and significant commercial enterprises.
Item 1. Business Business Overview Amentum Holdings, Inc. (herein referred to as “we”, “our”, “us”, “the Company” and “Amentum”), a Delaware corporation, is a global advanced engineering and technology solutions provider to a broad base of U.S. and allied government agencies, and customers in international and commercial markets.
Our Competitive Advantage Our broad-based contract positions across a diverse range of customers and government acquisition lifecycles allow Amentum to position the portfolio in areas of government funding tailwinds while mitigating risk during periods of transition. This stable and diversified base, when combined with our scale, serves as a strong growth platform.
Our Competitive Advantage Our broad-based contract positions across a diverse range of customers and missions allow Amentum to position the portfolio in areas of government funding tailwinds while mitigating risk during periods of transition. This stable and diversified base, when combined with our scale, serves as a strong foundation for continued growth.
We have enduring, trusted relationships with the United Kingdom and Australia, spanning many decades in the U.K. and nearly 30 years in Australia. We believe our core technical expertise and technology solutions will also enable us to continue serving commercial customers in the areas of commercial space, cybersecurity, electric vehicle transition, clean energy and telecommunications.
We have enduring, trusted relationships with the United Kingdom and Australia, spanning many decades in the U.K. and nearly 30 years in Australia. We believe our core technical expertise and technology solutions will also enable us to continue serving commercial customers in the areas of commercial space, cybersecurity, nuclear power and telecommunications.
Career mobility is a key component of our talent management strategy. We encourage employees to explore different roles within the company and to take advantage of opportunities for lateral moves, promotions, and international assignments. Our internal career platform is designed to facilitate career mobility, providing employees with visibility into available opportunities 8 and the resources they need to pursue them.
We encourage employees to explore different roles within the company and to take advantage of opportunities for lateral moves, promotions, and international assignments. Our internal career platform is designed to facilitate career mobility, providing employees with visibility into available opportunities and the resources they need to pursue them.
As a leading services provider for NASA, we provide solutions across the full spectrum of design, base, mission and launch operations. Our space solutions and engineering capabilities include ISR integration, radio frequency signal processing, ground systems development, launch and landing operations, satellite payloads and sensor engineering.
As a leading services provider for NASA, we provide solutions across the full spectrum of design, base, mission and launch operations. Our space solutions and engineering capabilities include ground systems development, launch and landing operations, satellite payloads and sensor engineering.
Amentum has also been involved in the development of technology that will enable the energy transition and decarbonization, as we are currently working with eight different Original Equipment Manufacturers (“OEMs”) to develop Advanced Modular Reactors (“AMRs”) and Small Modular Reactors (“SMRs”). Space Solutions 5 We specialize in delivering comprehensive “launch to landing” solutions on highly technical and mission- critical contracts.
Amentum has also been involved in the development of technology that will enable the global nuclear resurgence, as we are currently working with several different Original Equipment Manufacturers (“OEMs”) to develop Advanced Modular Reactors (“AMRs”) and Small Modular Reactors (“SMRs”). Space Solutions We specialize in delivering comprehensive “launch to landing” solutions on highly technical and mission-critical contracts.
On time-and-materials contracts, we assume the risk of providing appropriately qualified staff to perform these contracts at the hourly rates set forth in the contracts over their period of performance. Our historical contract mix by type, as a percentage of revenue, is indicated in the table below.
On time-and-materials contracts, we assume the risk of providing appropriately qualified staff to perform these contracts at the hourly rates set forth in the contracts over their period of performance. Our contract mix by type, as a percentage of each reportable segment and total Amentum revenues, is indicated in the table below.
We believe strong leadership is essential to achieving our strategic goals, and we are dedicated to developing dynamic leaders who can drive Amentum’s success both today and in the future. Intellectual Property Our proprietary intellectual property portfolio covers products, technical solutions, consulting, methodologies, and know-how.
Our leadership philosophy is grounded in our commitment to ethical business practices, transparency, and accountability. We believe strong leadership is essential to achieving our strategic goals, and we are dedicated to developing dynamic leaders who can drive Amentum’s success both today and in the future. Intellectual Property Our proprietary intellectual property portfolio covers products, technical solutions, consulting, methodologies, and know-how.
Our agility and technical expertise have given us ample opportunity to apply solutions from our government customers to commercial customers, including leveraging digital modernization for commercial space to improve a manufacturer’s operations and using our ISR capabilities to help streamline autonomous driving solutions provided by the automotive industry.
Our agility and technical expertise give us ample opportunity to apply solutions from our government customers to commercial customers, including leveraging digital modernization for commercial space to improve a manufacturer’s operations and using our capabilities to streamline autonomous driving solutions for the automotive industry.
Enhanced Leadership in Core Markets The U.S. federal government represents one of the world’s largest customers of specialized engineering and technology solutions. Approximately 90% of the Company’s revenues were derived through direct contracts with agencies of the U.S. Government for the year ended September 27, 2024.
Enhanced Leadership in Core Markets The U.S. federal government represents one of the world’s largest customers of specialized engineering and technology solutions. Approximately 81% of the Company’s revenues were derived through direct contracts with agencies of the U.S. Government for the year ended October 3, 2025.
CMS has also supported the clean energy transition, playing a key role in the development of each of the existing nuclear power stations in the U.K. and in the remediation of complex nuclear sites across the U.S. and U.K.
We have also supported the clean energy transformation, playing a key role in the development of each of the existing nuclear power stations in the U.K. and in the remediation of complex nuclear sites across the U.S. and U.K.
Our contracts represent approximately $45.0 billion worth of backlog as of September 27, 2024 providing expected stability to our business. We contract with our customers generally under one of three types of price structures: cost-plus-fee, fixed-price and time-and-materials contracts. • Cost-plus-fee contracts provide for reimbursement of our direct contract costs and allocable indirect costs, plus a fee (contract profit).
Our contracts represent approximately $47.1 billion worth of backlog as of October 3, 2025 providing expected stability to our business. We contract with our customers generally under one of three types of price structures: cost-plus-fee, fixed-price and time-and-materials contracts. • Cost-plus-fee contracts provide for reimbursement of our direct contract costs and allocable indirect costs, plus a fee (contract profit).
With more than 53,000 employees across approximately 80 countries, our human capital strategy is focused on attracting, developing, and retaining top talent aligned with our values and client needs. We provide 7 comprehensive onboarding, continuous learning, and performance management systems to ensure every employee thrives.
With approximately 50,000 employees over 70 countries, our human capital strategy is focused on attracting, developing, and retaining top talent aligned with our values and client needs. We provide comprehensive onboarding, continuous learning, and performance management systems to ensure every employee thrives.
Our technology capabilities, agility, track record of renewal rates and new program wins make Amentum a logical partner for customers in these key growth markets, including cybersecurity; hypersonics; autonomy; space-based Intelligence, Surveillance, and Reconnaissance (“ISR”); environmental remediation and energy transition; and deployment of 5G technologies.
Our technology capabilities, agility, track record of renewal rates and new program wins make Amentum a logical partner for customers in these key growth markets, including cybersecurity; hypersonics; autonomy; space-based missile defense; environmental remediation and nuclear power; and deployment of 5G technologies.
Our digital engineering and integration capabilities support a variety of our customers’ missions. Our Model-Based System Engineering (“MBSE”) solutions span the lifecycle from a document-centric approach to a model-centric approach, using formalized digital models and our proven digital engineering playbook.
Our Model-Based System Engineering (“MBSE”) solutions span the lifecycle from a document-centric approach to a model-centric approach, using formalized digital models and our proven digital engineering playbook.
Examples of our solutions addressing these priorities include development of new clean energy technologies for the DOE and international customers, threat recognition and analytics for the Intelligence Community, engineering advanced systems for the DOD, research and development solutions for the DHS, and science, engineering, and technology development for NASA.
Examples of our solutions addressing these priorities include design and development of new nuclear technologies for U.S. and international customers, threat recognition and analytics for the Intelligence Community, engineering advanced systems for the DOW, research and development solutions for the DHS, and science, engineering, and technology development for NASA.
We have expanded and intensified our recruitment efforts to meet the evolving needs of our growing global operations, with a focus on attracting top technical talent and building leadership capacity.
Talent Acquisition Our talent acquisition strategy is aligned with our mission to drive innovation and operational excellence. We have expanded and intensified our recruitment efforts to meet the evolving needs of our growing global operations, with a focus on attracting top technical talent and building leadership capacity.
The Transaction brought together two premier government services companies with complementary capabilities and a deep understanding of our customers’ missions and priorities developed over more than 100 years as trusted engineering and technical experts.
The Transaction brought together two premier government services companies with complementary capabilities and a deep understanding of our customers’ missions and priorities developed over more than 100 years as trusted engineering and technical experts. We operate our business activities and report financial results as two reportable segments: Digital Solutions (“DS”) and Global Engineering Solutions (“GES”).
We have pride in our people and our culture—we foster an entrepreneurial approach to innovation and respond with agility to deliver exceptional performance. We will continue to drive success with our highly competent and diverse workforce. Our commitment to our people is demonstrated by our “Mission First, People Always” approach, which supports our future operations for decades to come.
We take pride in our people and our culture—we foster an entrepreneurial approach to innovation and respond with agility to deliver exceptional performance. We will continue to drive success with our highly competent workforce. Our commitment to our people is reflected in our tagline “Advancing the Future Together”, which will guide our operations for decades to come.
As a result of the merger with CMS, the future contract mix by type, as a percentage of revenue, may be different.
As a result of the merger with CMS, the contract mix by type, as a percentage of revenues, may not be directly comparable.
Across our customer set, our solutions span all aspects of the government acquisition lifecycle, including design, development, engineering, integration, operations, and sustainment. As a result of the completion of the Transaction, we have a compelling industry platform of scale with excellent revenue visibility supported by $45.0 billion of backlog as of September 27, 2024 and attractive growth opportunities.
Across our customer set, our solutions span all aspects of the government lifecycle, including development, integration, and operations. We have a compelling industry platform of scale with excellent revenue visibility supported by $47.1 billion of backlog as of October 3, 2025 and attractive growth opportunities.
The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and the manner in which our chief operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance. 9 Environmental Matters Our business and mission success are dependent upon safeguarding our employees, contractors, customers and the communities in which we work.
The presentation of financial results as two reportable segments is consistent with the way the Company operates its business and the manner in which our chief operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.
These regulations and risks are described in more detail under “Risk Factors.” Amentum is committed to being a good steward of the environment through assessing, mitigating and reducing the impact we have on climate change and the physical environment in which we operate.
These regulations and risks are described in more detail under “Risk Factors.” Amentum is committed to being a good steward of the environment.
In addition, revenues may be unfavorably impacted in the summer and holiday seasons as a result of a greater number of holidays and a higher utilization of vacation time. Business Segments and Major Customers We conduct our business activities and report financial results as one business segment.
In addition, revenues may be unfavorably impacted in the summer and holiday seasons as a result of a greater number of holidays and a higher utilization of vacation time.
These include cutting-edge capabilities in intelligence analytics, counter-terrorism, supply chain management, aviation, business process optimization, and defense readiness. 2 On September 27, 2024, Amentum became a public company through the consummation of the spin-off of the Jacobs Critical Mission Solutions business and portions of the Jacobs Divergent Solutions business (together referred to as the “CMS Business”) and merger with Legacy Amentum in a tax-efficient Reverse Morris Trust transaction.
On September 27, 2024, Amentum became a public company through the consummation of the spin-off of the Jacobs Critical Mission Solutions business and portions of the Jacobs Divergent Solutions business (together referred to as “CMS”) and merger with Legacy Amentum in a tax-efficient Reverse Morris Trust transaction.
Career Mobility, Development, and Growth At Amentum, we believe continuous learning and development are essential to both individual and organizational success. Our learning and development programs are designed to provide employees with the skills and knowledge they need to excel in their current roles and to prepare them for future opportunities within the company.
Our learning and development programs are designed to provide employees with the skills and knowledge they need to excel in their current roles and to prepare them for future opportunities within the company. Career mobility is a key component of our talent management strategy.
We expect to leverage additional cross selling opportunities in support of our newly combined customer base. Business Strategy We are active in market sectors that are large and fragmented, providing significant opportunities for continued business growth.
Business Strategy We are active in market sectors that are large and fragmented, providing significant opportunities for continued business growth.
Our offerings focus on the information environment, which includes assets such as networks, technology, infrastructure, and data. Specifically, our services continue to include development, security, and operations, full lifecycle software development, data integration and analytics, information assurance, digital maintenance, robotic and process automation, as well as physical and cyber resiliency.
Specifically, our services continue to include development, security, and operations, full lifecycle software development, data integration and analytics, information assurance, digital maintenance, robotic and process automation, as well as physical and cyber resiliency. 8 Our digital engineering and integration capabilities support a variety of our customers’ missions.
Key Capabilities The combination of the Legacy Amentum and the CMS Business brings together a complementary suite of capabilities that we can leverage to capture large, complex contracts for a wide range of customers. Environmental Solutions and Energy Transition Amentum has a long history of providing innovative solutions to energy and environmental customers.
Key Capabilities We leverage our complementary suite of capabilities to capture large, complex contracts for customers in the U.S. government, international and commercial markets. Environmental Solutions and Energy Transformation Amentum has a long history of providing innovative solutions to energy and environmental customers.
Our leadership development and mentorship programs are designed to equip leaders at all levels with the skills and knowledge they need to be effective in their roles and prepare them for future leadership opportunities. Our leadership philosophy is grounded in our commitment to ethical business practices, transparency, and accountability.
We are committed to developing leaders who embody our core values and are capable of driving innovation, effectively managing change, and inspiring their teams. Our leadership development and mentorship programs are designed to equip leaders at all levels with the skills and knowledge they need to be effective in their roles and prepare them for future leadership opportunities.
Through strategic acquisitions and refined business models, Legacy Amentum expanded its expertise to deliver a comprehensive suite of solutions.
Through strategic acquisitions and refined business models, Legacy Amentum expanded its expertise to deliver a comprehensive suite of solutions. These included cutting-edge capabilities in intelligence analytics, counter-terrorism, supply chain management, aviation, business process optimization, and defense readiness.
In connection with the completion of the merger, CMS was renamed Amentum Holdings, Inc. On September 30, 2024, Amentum began trading on the New York Stock Exchange under the ticker symbol “AMTM.” Amentum’s heritage stretches back to companies founded at the dawn of the twentieth century.
On September 30, 2024, Amentum began trading on the New York Stock Exchange under the ticker symbol “AMTM.” Amentum’s heritage stretches back to companies founded at the dawn of the twentieth century including EG&G, Morrison-Knudsen, Westinghouse Government Services, URS, Lear Siegler Services, DynCorp International LLC (“DynCorp”), Pacific Architects and Engineers (“PAE”) and CMS.
We prioritize DEIB in our hiring practices, with a focus on increasing representation in leadership and critical technical roles. We believe that attracting and retaining the best talent is critical to our success, and we remain committed to providing a workplace where all employees can continuously grow and contribute their best.
We believe that attracting and retaining the best talent is critical to our success, and we remain committed to providing a workplace where all employees can continuously grow and contribute their best. Career Mobility, Development, and Growth 10 At Amentum, we believe continuous learning and development are essential to both individual and organizational success.
Amentum’s operations are subject to various foreign, federal, state and local environmental protection and health and safety laws and regulations.
To that end, Amentum’s management and administration of environment, health and safety processes for operational execution have been certified to the ISO 14001 standard. Amentum’s operations are subject to various foreign, federal, state and local environmental protection and health and safety laws and regulations.
Our total rewards strategy includes competitive compensation, performance-based incentives, and a wide range of benefits which support the health, well-being, and financial security of our employees. Recently, we have enhanced our benefits offering to include additional wellness initiatives, mental health support, and financial planning services.
Our total rewards strategy includes competitive compensation, performance-based incentives, and a wide range of benefits which support the health, well-being, and financial security of our employees. Our benefits package includes a variety of health insurance options, robust retirement savings plans, generous paid time off, and flexible work arrangements.
We believe by offering a comprehensive and competitive total rewards package, we can attract and retain the best talent, enhance employee engagement, and support the overall well-being of our workforce. Performance Management Amentum’s performance management system aligns individual performance with company goals, fostering continuous improvement and recognition. Our process includes annual reviews, continuous feedback, and new tools for tracking progress.
Performance Management Amentum’s performance management system aligns individual performance with company goals, fostering continuous improvement and recognition. Our process includes annual reviews, continuous feedback, and new tools for tracking progress. Recognition programs celebrate both individual and team achievements, strengthening engagement and driving high performance across the organization. Leadership Leadership is at the heart of our success.
We support our customers and communities by protecting the environment through the pursuit and implementation of sustainable business practices that enhance our operational capabilities. To that end, Amentum’s management and administration of environment, health and safety processes for operational execution have been certified to the ISO 14001 standard.
Environmental Matters Our business and mission success are dependent upon safeguarding our employees, contractors, customers and the communities in which we work. We support our customers and communities by protecting the environment through the pursuit and implementation of sustainable business practices that enhance our operational capabilities.
Removed
Some of the prominent companies that are part of Amentum’s history include EG&G, Morrison-Knudsen, Westinghouse Government Services, URS, Lear Siegler Services, DynCorp International LLC (“DynCorp”), and Pacific Architects and Engineers (“PAE”).
Added
In connection with the completion of the merger, CMS was renamed Amentum Holdings, Inc.
Removed
Diversity, Equity, Inclusion, and Belonging (“DEIB”) Our commitment to diversity, equity, inclusion, and belonging is a heartfelt promise. We embrace the power of inclusion and collaboration, knowing that when every individual feels they truly belong, we unlock our highest potential.
Added
Our offerings focus on the information environment, which includes assets such as networks, technology, infrastructure, and data.
Removed
We know a diverse workforce brings a wealth of perspectives, ideas, and experiences which drive innovation and enhance our ability to serve our clients globally even better than before. Our DEIB strategy is comprehensive and action-oriented, focusing on three key areas: recruiting and retaining diverse talent, fostering an inclusive workplace culture, and ensuring equitable opportunities for all employees.
Added
Additionally, we offer mental health support, financial services planning, and a variety of wellness programs, including fitness challenges, health screenings and an employee assistance program. We believe by offering a comprehensive and competitive total rewards package, we can attract and retain the best talent, enhance employee engagement, and support the overall well-being of our workforce.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example: • vacancies occurring on our board can be filled only by our Board of Directors; • increasing or decreasing the size of the Board of Directors will require the affirmative vote of at least 80% of the members of the Board of Directors at such time; • prior to the first anniversary of the closing date, Amentum Equityholder and certain affiliated transferees upon execution of a joinder agreement to the stockholders agreement (individually or collectively as the context may require, “Sponsor Stockholder”) must vote its Amentum common stock in favor of directors on the initial Board of Directors that were proposed by Jacobs and shall not seek, propose or vote its Amentum common stock in favor of the removal of such directors, other than for cause; • prior to the second anniversary of the closing date, Sponsor Stockholder must vote its Amentum common stock in favor of the Executive Chair of the Board of Directors and shall not seek, propose or vote its Amentum common stock in favor of their removal, other than for cause; • shareholders do not have the right to call a special meeting or to act by written consent; • certain of the provisions in our amended and restated certificate of incorporation will require supermajority shareholder approval for amendments; • shareholders will have to follow certain procedures and notice requirements in order to present certain proposals or nominate directors for election at shareholder meetings; • the stockholders agreement will prohibit, for three years following the closing of the transactions, amendments to our amended and restated certificate of incorporation and bylaws to provide the stockholders with proxy access rights; and • our Board of Directors has the power to designate and issue, without any further vote or action by our shareholders, shares of preferred stock from time to time in one or more series.
Biggest changeFor example: • vacancies occurring on our board can be filled only by our Board of Directors; • increasing or decreasing the size of the Board of Directors will require the affirmative vote of at least 80% of the members of the Board of Directors at such time; • prior to the second anniversary of the closing date, Sponsor Stockholder must vote its Amentum common stock in favor of the Executive Chair of the Board of Directors and shall not seek, propose or vote its Amentum common stock in favor of their removal, other than for cause; • shareholders do not have the right to call a special meeting or to act by written consent; 32 • certain of the provisions in our amended and restated certificate of incorporation require supermajority shareholder approval for amendments; • shareholders will have to follow certain procedures and notice requirements in order to present certain proposals or nominate directors for election at shareholder meetings; • the stockholders agreement prohibits, for three years following the closing of the transactions, amendments to our amended and restated certificate of incorporation and bylaws to provide the stockholders with proxy access rights; and • our Board of Directors has the power to designate and issue, without any further vote or action by our shareholders, shares of preferred stock from time to time in one or more series.
Risks Related to Our Indebtedness and Credit Markets • We have a significant amount of indebtedness (including associated covenants) could adversely affect our financial condition or decrease our business flexibility. • Restrictions imposed by our indebtedness could limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities. • Our credit facility includes variable rates, which subject us to interest rate risk and could cause our debt service obligations to increase and net income and cash flows to correspondingly decrease.
Risks Related to Our Indebtedness and Credit Markets • We have a significant amount of indebtedness (including associated covenants), which could adversely affect our financial condition or decrease our business flexibility. • Restrictions imposed by our indebtedness could limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities. • Our credit facility includes variable rates, which subject us to interest rate risk and could cause our debt service obligations to increase and net income and cash flows to correspondingly decrease.
Fluctuations are caused by a number of factors, including: • legal proceedings, disputes and/or government investigations; • fluctuations in the spending patterns of our government and commercial customers; • U.S. federal government budgetary process, including potential government shutdowns; • the number and significance of contracts executed during a quarter; • unanticipated changes in contract performance, particularly with contracts that have funding limits; • the timing of resolving change orders, requests for equitable adjustments and other contract adjustments; • delays incurred in connection with a contract; • changes in prices of commodities or other supplies; • changes in foreign currency exchange rates; • weather conditions that delay work at work sites; • the timing of expenses incurred in connection with acquisitions or other corporate initiatives; • the decision by the Board of Directors to begin or cease paying a dividend, and the expectation that if we pay dividends, we will declare dividends at the same or higher levels in the future; • natural disasters or other crises; • staff levels and utilization rates; • changes in prices of services offered by our competitors; and • general economic and political conditions.
Fluctuations are caused by a number of factors, including: • legal proceedings, disputes and/or government investigations; • fluctuations in the spending patterns of our government and commercial customers; • U.S. federal government budgetary process, including government shutdowns; • the number and significance of contracts executed during a quarter; • unanticipated changes in contract performance, particularly with contracts that have funding limits; • the timing of resolving change orders, requests for equitable adjustments and other contract adjustments; • delays incurred in connection with a contract; • changes in prices of commodities or other supplies; • changes in foreign currency exchange rates; • weather conditions that delay work at work sites; • the timing of expenses incurred in connection with acquisitions or other corporate initiatives; • the decision by the Board of Directors to begin or cease paying a dividend, and the expectation that if we pay dividends, we will declare dividends at the same or higher levels in the future; • natural disasters or other crises; • staff levels and utilization rates; • changes in prices of services offered by our competitors; and • general economic and political conditions.
Though some fixed-price contracts may anticipate moderate increases in costs over the term of the contract, cost overruns can occur, leading to reduced profits or, in some cases, a loss for that contract for a variety of reasons, including if the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in general economic conditions and inflationary pressures.
Though some fixed-price contracts may anticipate moderate increases in costs over the term of the contract, cost overruns can occur, leading to reduced profits or, in some cases, a loss for that contract for a variety of reasons, including if the estimates 18 prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in general economic conditions and inflationary pressures.
For example, these restrictions include covenants limiting the ability of Amentum and its restricted subsidiaries, among other things, to: • incur or guarantee additional indebtedness; • create or incur liens; • pay dividends on capital stock or redeem, repurchase or retire capital stock, warrants or indebtedness, as applicable; • enter burdensome agreements restricting non-loan parties; • make investments, loans, advances and acquisitions; • sell assets, including capital stock of subsidiaries; • consolidate or merge; • engage in sale and lease-back transactions; • engage in transactions with our affiliates; and • amend our organizational documents, change its fiscal year or engage in different, material lines of business.
For example, these restrictions include covenants limiting the ability of Amentum and its restricted subsidiaries, among other things, to: • incur or guarantee additional indebtedness; • create or incur liens; • pay dividends on capital stock or redeem, repurchase or retire capital stock, warrants or indebtedness, as applicable; • enter burdensome agreements restricting non-loan parties; 28 • make investments, loans, advances and acquisitions; • sell assets, including capital stock of subsidiaries; • consolidate or merge; • engage in sale and lease-back transactions; • engage in transactions with our affiliates; and • amend our organizational documents, change its fiscal year or engage in different, material lines of business.
Risks Related to Regulatory Compliance • As a U.S. federal government contractor, we are subject to various procurement and other laws and regulations and could be adversely affected by a failure to comply with these laws and regulations or changes in such laws and regulations. • The U.S. federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time. • Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties against us, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.
Risks Related to Regulatory Compliance • As a U.S. federal government contractor, we are subject to various procurement and other laws and regulations and could be adversely affected by a failure to comply with these laws and regulations or changes in such laws and regulations. • The U.S. federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time. • Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.
Additionally, the forum selection clause in our amended and restated certificate of incorporation may limit our shareholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may be costlier and may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our shareholders, although such shareholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Additionally, the forum selection clause in our amended and restated certificate of incorporation may limit our shareholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may be costlier and may discourage such lawsuits against us and our directors, officers, employees 35 and agents even though an action, if successful, might benefit our shareholders, although such shareholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Risks Related to International Operations • Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies. • Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect our business, profitability and reputation. • We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs.
Risks Related to International Operations 13 • Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies. • Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect our business, profitability and reputation. • We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs.
If any financial institution or group of financial 25 institutions with a significant portion of the commitments in the revolving facility fails to satisfy its or their respective obligations to extend credit under the revolving facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity and results of operations may be adversely affected.
If any financial institution or group of financial institutions with a significant portion of the commitments in the revolving facility fails to satisfy its or their respective obligations to extend credit under the revolving facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity and results of operations may be adversely affected.
In addition, the mishandling or the perception of mishandling sensitive information, such as our failure to maintain the confidentiality of the existence of our business relationships with certain of our customers, including as a result of misconduct or other improper activities by our employees or subcontractors, or a failure to maintain adequate protection against security breaches, including those resulting from cyberattacks, could harm our relationship with U.S. federal government agencies.
In addition, the mishandling or the perception of mishandling sensitive information, such as our failure to maintain the confidentiality of the existence of our 15 business relationships with certain of our customers, including as a result of misconduct or other improper activities by our employees or subcontractors, or a failure to maintain adequate protection against security breaches, including those resulting from cyberattacks, could harm our relationship with U.S. federal government agencies.
Existing 13 OCIs, and any OCIs that may develop, could preclude our competition for or performance on a significant contract, which could limit our opportunities. These various uncertainties, restrictions, and regulations including oversight audits by government authorities as well as profit and cost controls, could have a material adverse impact on our business, financial condition and results of operations.
Existing OCIs, and any OCIs that may develop, could preclude our competition for or performance on a significant contract, which could limit our opportunities. These various uncertainties, restrictions, and regulations including oversight audits by government authorities as well as profit and cost controls, could have a material adverse impact on our business, financial condition and results of operations.
For example, we routinely provide services that may be highly sensitive or that relate to critical national security matters; if a security breach were to occur, our ability to receive future government contracts could be severely limited. The precautions we take to prevent and detect these activities may not be effective and we could face unknown risks or losses.
For example, we routinely provide services that may be highly sensitive 20 or that relate to critical national security matters; if a security breach were to occur, our ability to receive future government contracts could be severely limited. The precautions we take to prevent and detect these activities may not be effective and we could face unknown risks or losses.
Jacobs has received the distribution tax opinions and the IRS ruling, and although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then Jacobs will not be able to rely on the IRS ruling.
Jacobs has received the distribution tax opinions and the IRS ruling, and although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then Jacobs will not be able 29 to rely on the IRS ruling.
This will limit shareholders’ ability to influence corporate matters, and as a result, actions may be taken that shareholders may not view as beneficial and may also adversely affect the trading price of our common stock. 32 Affiliates of Amentum Equityholder are private equity firms in the business of making investments in entities in a variety of industries.
This will limit shareholders’ ability to influence corporate matters, and as a result, actions may be taken that shareholders may not view as beneficial and may also adversely affect the trading price of our common stock. Affiliates of Amentum Equityholder are private equity firms in the business of making investments in entities in a variety of industries.
A significant decline in overall U.S. federal government spending, including 14 the areas of national security, intelligence and homeland security, a significant shift in U.S. federal government spending priorities, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large programs could adversely affect our business, financial condition and operating results.
A significant decline in overall U.S. federal government spending, including the areas of national security, intelligence and homeland security, a significant shift in U.S. federal government spending priorities, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large programs could adversely affect our business, financial condition and operating results.
For those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws, such as the Nuclear Liability and Compensation Act of Canada and the Nuclear Installations Act of the United Kingdom, insurance and/or assets of the nuclear installation operators (some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions.
For those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws, such as the Nuclear Liability and Compensation Act of 21 Canada and the Nuclear Installations Act of the United Kingdom, insurance and/or assets of the nuclear installation operators (some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions.
These contracts, which are a significant source of our revenue and profit, are subject to additional risks compared to contracts with private sector customers: 12 • Most contracts with the U.S. federal government, and many contracts with other government entities, permit the government customer to terminate the contract at any time for the convenience of the government or for default by the contractor.
These contracts, which are a significant source of our revenue and profit, are subject to additional risks compared to contracts with private sector customers: • Most contracts with the U.S. federal government, and many contracts with other government entities, permit the government customer to terminate the contract at any time for the convenience of the government or for default by the contractor.
Consequently, our results have varied, and may continue to vary, depending upon the demand for future projects in the markets and the locations in which we operate. Uncertain global economic, socioeconomic and political conditions may negatively impact our customers’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices.
Consequently, our results have varied, and may continue to vary, depending upon the demand for future projects in the markets and the locations in which we operate. 36 Uncertain global economic, socioeconomic and political conditions may negatively impact our customers’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices.
Further, the risks caused by climate change span across the full spectrum of the industry sectors we serve. The direct physical risks that climate change poses to infrastructure through chronic environmental changes, such as rising sea levels and 35 temperatures, and acute events, such as hurricanes, droughts and wildfires, exist in each of these sectors.
Further, the risks caused by climate change span across the full spectrum of the industry sectors we serve. The direct physical risks that climate change poses to infrastructure through chronic environmental changes, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, exist in each of these sectors.
These sectors and industries and the resulting demand for our services have been, and we expect will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic conditions and changes in customer spending, particularly during periods of economic or political 36 uncertainty.
These sectors and industries and the resulting demand for our services have been, and we expect will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic conditions and changes in customer spending, particularly during periods of economic or political uncertainty.
If we are not able to react quickly to such events, or if a high concentration of our projects is in a specific geographic region that 39 suffers from a natural or human caused catastrophe, our operations may be significantly affected, which could have a material adverse impact on our operations.
If we are not able to react quickly to such events, or if a high concentration of our projects is in a specific geographic region that suffers from a natural or human caused catastrophe, our operations may be significantly affected, which could have a material adverse impact on our operations.
These laws and regulations and the risk of attendant litigation can cause significant delays to a project and add significantly to its cost. Violations of these regulations could subject us and our management to civil and criminal penalties and other liabilities, including claims for personal injury or property or environmental damages.
These laws and regulations and the risk of attendant litigation can cause significant delays to a project and add significantly to its cost. Violations of these 39 regulations could subject us and our management to civil and criminal penalties and other liabilities, including claims for personal injury or property or environmental damages.
In addition, military action, geopolitical shifts or continued unrest, particularly in the Middle East, could disrupt our operations in the region and elsewhere and may also impact the supply or pricing of oil, increase our security costs and cost of compliance 20 with local laws, and present risks to our reputation.
In addition, military action, geopolitical shifts or continued unrest, particularly in the Middle East, could disrupt our operations in the region and elsewhere and may also impact the supply or pricing of oil, increase our security costs and cost of compliance with local laws, and present risks to our reputation.
If 38 the recommendations, forecasts, analyses, or other content that AI applications produce or assist in producing are, or are alleged to be, deficient, inaccurate, unfair, discriminatory, biased, or otherwise wrongful or unlawful we could be subject to competitive harm, legal liability, and brand or reputational harm.
If the recommendations, forecasts, analyses, or other content that AI applications produce or assist in producing are, or are alleged to be, deficient, inaccurate, unfair, discriminatory, biased, or otherwise wrongful or unlawful we could be subject to competitive harm, legal liability, and brand or reputational harm.
Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk 26 factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.
Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.
Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties against us, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.
Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.
If the distribution in connection with the Transaction does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the separation and distribution or the merger or as a result of subsequent acquisitions of shares of Jacobs or Amentum, then Jacobs and/or Jacobs’ shareholders that received Amentum common stock in the distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, we could be obligated to indemnify Jacobs for any tax liability imposed on Jacobs arising from our actions or inactions.
If the distribution in connection with the Transaction does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Internal Revenue Code, including as a result of actions taken in connection with the separation and distribution or the merger or as a result of subsequent acquisitions of shares of Jacobs or Amentum, then Jacobs and/or Jacobs’ shareholders that received Amentum common stock in the distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, we could be obligated to indemnify Jacobs for any tax liability imposed on Jacobs arising from our actions or inactions.
We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.
We use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.
In addition, any obligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance.
In addition, any obligations that may be imposed on us under the CMMC program may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance.
For example, for contracts with the U.S. federal government, we must comply with the FAR, the Truthful Cost or Pricing Data Act, the Cost Accounting Standards (“CAS”), and numerous regulations governing environmental protection and employment practices.
For example, for contracts with the U.S. federal government, we must comply with the FAR, the Truthful Cost or Pricing Data Act, the Cost Accounting Standards (“CAS”), and numerous regulations governing environmental and employment practices.
The tax matters agreement executed in connection with the Transaction generally restricts us and our affiliates from taking certain actions after the distribution of the CMS Business that could adversely affect the intended tax treatment of the Transaction.
The tax matters agreement executed in connection with the Transaction generally restricts us and our affiliates from taking certain actions after the distribution of CMS that could adversely affect the intended tax treatment of the Transaction.
In addition, our costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data privacy and health and safety laws, may exceed our estimates.
In addition, our costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental, employment, data security, data privacy, health and safety, environmental, and employment laws may exceed our estimates.
Further, for purposes of this test, the merger will be treated as part of a plan that includes the distribution, but it is expected that the merger, standing alone, will not cause the distribution to be taxable to Jacobs under Section 355(e) of the Code because Jacobs’ shareholders will own at least 50.1% of the common stock of Amentum immediately following the merger.
Further, for purposes of this test, the merger will be treated as part of a plan that includes the distribution, but it is expected that the merger, standing alone, will not cause the distribution to be taxable to Jacobs under Section 355(e) of the Code because Jacobs’ shareholders owned at least 50.1% of the common stock of Amentum immediately following the merger.
In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our ESG efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.
In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our sustainability efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.
Continuing ownership of Jacobs common stock could create, or appear to create, potential conflicts of interest if we have disagreements with Jacobs about the contracts between us that continue or face decisions that could have different implications for us and Jacobs. Our amended and restated certificate of incorporation contain a provision renouncing our interest and expectancy in corporate opportunities.
Continuing ownership of Jacobs common stock could create, or appear to create, potential conflicts of interest if we have disagreements with Jacobs about the contracts between us that continue or face decisions that could have different implications for us and Jacobs. Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in corporate opportunities.
There can be no assurance that we will pay dividends on our common stock. 33 We do not expect to declare or pay any cash dividends on our common stock.
There can be no assurance that we will pay dividends on our common stock. We do not expect to declare or pay any cash dividends on our common stock.
U.S. federal government contracts are subject to specific laws and regulations such as the FAR, the Truthful Cost or Pricing Data Act, the CAS, the Service Contract Act and DoD security regulations. Failure to comply with any of these regulations, requirements or statutes may result in contract price adjustments, financial penalties or contract termination.
U.S. federal government contracts are subject to specific laws and regulations such as the FAR, the Truthful Cost or Pricing Data Act, the CAS, the Service Contract Act and DOW security regulations. Failure to comply with any of these regulations, requirements or statutes may result in contract price adjustments, financial penalties or contract termination.
We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs. Some of our services are performed in high-risk locations, including for example Iraq and Ukraine, where the country or location is subject to political, social or economic risks, or war, terrorism or civil unrest.
We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs. Some of our services are performed in high-risk locations, including for example Iraq, where the country or location is subject to political, social or economic risks, or war, terrorism or civil unrest.
We will be subject to the DoD Cybersecurity Maturity Model Certification (“CMMC”) requirements, which will require contractors that process, store, or transmit critical national security information on their information technology systems to receive specific third-party certifications relating to specified cybersecurity standards to be eligible for contract awards.
We will be subject to the DOW Cybersecurity Maturity Model Certification (“CMMC”) requirements, which will require contractors that process, store, or transmit critical national security information on their information technology systems to receive specific third-party certifications relating to specified cybersecurity standards to be eligible for contract awards.
Organizations that provide information to investors on corporate governance and related matters have developed rating processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our ESG efforts may lead to negative investor sentiment, diversion of investment to other companies, and difficulty in hiring skilled employees.
Organizations that provide information to investors on corporate governance and related matters have developed rating processes for evaluating companies on their approach to sustainability matters, and unfavorable ratings of our sustainability efforts may lead to negative investor sentiment, diversion of investment to other companies, and difficulty in hiring skilled employees.
Starting in fiscal year 2025, as a public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the New York Stock Exchange rules, will require us to implement various corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules.
Starting in fiscal year 2025, as a public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the New York Stock Exchange rules, require us to adhere to various corporate governance practices and a variety of reporting requirements and complex accounting rules.
If the U.S. federal government significantly decreased or ceased doing business with us, our business, financial condition and results of operations would be materially and adversely affected. • Our U.S. federal government contract work is regularly reviewed and audited by the U.S. federal government, U.S. federal government auditors and others, and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities and other remedies against us. • A delay in the completion of the federal government’s budget process, a decline in the federal government budget, changes in spending or budgetary priorities or delays in contract award may materially adversely affect our business, financial condition and results of operations. • We engage in a highly competitive business.
If the U.S. federal government significantly decreased or ceased doing business with us, our business, financial condition and results of operations would be materially and adversely affected. • Our U.S. federal government contract work is regularly reviewed and audited by the U.S. federal government, U.S. federal government auditors and others, and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities and other remedies against us. • A delay in the completion of the federal government’s budget process, a prolonged continuing resolution or government shutdown, a decline in the federal government budget, changes in spending or budgetary priorities or delays in contract award may materially adversely affect our business, financial condition and results of operations. • We engage in a highly competitive business.
We are subject to and expected to perform in compliance with a vast array of federal and state civil and criminal laws, including: • the Truthful Cost or Pricing Data requirements (commonly referred to as the Truth in Negotiations Act); • the Procurement Integrity Act; • the Anti-Kickback Act; • the Cost Accounting Standards; • the FAR and agency FAR supplements; • the International Traffic in Arms Regulations promulgated under the Arms Export Control Act; • the Close the Contractor Fraud Loophole Act; • the Foreign Corrupt Practices Act (“FCPA”); • the Service Contract Act; • the Davis-Bacon Act; • immigration laws and regulations; • tax laws and regulations; • import-export controls and trade restrictions; and • federal and state employment laws and regulations (including equal opportunity and affirmative action requirements).
We are subject to and expected to perform in compliance with a vast array of federal and state civil and criminal laws, including, but not limited to: • the Truthful Cost or Pricing Data requirements (commonly referred to as the Truth in Negotiations Act); • the Procurement Integrity Act; • the Anti-Kickback Act; • the Cost Accounting Standards; • the FAR and agency FAR supplements; • the International Traffic in Arms Regulations promulgated under the Arms Export Control Act; • the Close the Contractor Fraud Loophole Act; • the Foreign Corrupt Practices Act (“FCPA”); • the Service Contract Act; • the Davis-Bacon Act; • immigration laws and regulations; 25 • tax laws and regulations; • import-export controls and trade restrictions; and • federal and state employment laws and regulations (including equal opportunity and affirmative action requirements).
Our international operations are subject to a variety of risks, including: • recessions and other economic crises in other regions, such as Europe, Asia or other specific foreign economies and the impact on our costs of doing business in those countries; • difficulties in staffing and managing foreign personnel and operations, including challenges related to logistics, communications and professional licensure of our international workforce; • unexpected changes in foreign government policies and regulatory requirements; • potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; • potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the GDPR approved by the European Union and the Data Protection Act approved by the United Kingdom; • lack of developed legal systems to enforce contractual or intellectual property rights; • expropriation and nationalization of our assets in a foreign country; • renegotiation or nullification of our existing contracts; • the adoption of new, and the expansion of existing, trade or other restrictions; • embargoes, duties, tariffs or other trade restrictions, including sanctions; • geopolitical developments that impact our or our customers’ ability to operate in a foreign country; • changes in labor conditions; • acts of war, aggression between nations, civil unrest, force majeure, and terrorism; • the ability to finance efficiently our foreign operations; • social, political, and economic instability; • changes to tax policy; • currency exchange rate fluctuations; • limitations on the ability to repatriate foreign earnings; and • U.S. federal government policy changes in relation to the foreign countries in which we operate.
Our international operations are subject to a variety of risks, including: • recessions and other economic crises in other regions, such as Europe, Asia or other specific foreign economies and the impact on our costs of doing business in those countries; • recent geopolitical tensions and conflict between the U.S. government and certain South and Central American countries; • difficulties in staffing and managing foreign personnel and operations, including challenges related to logistics, communications and professional licensure of our international workforce; • unexpected changes in foreign government policies and regulatory requirements; • potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; • potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the GDPR approved by the European Union and the Data Protection Act approved by the United Kingdom; • lack of developed legal systems to enforce contractual or intellectual property rights; • expropriation and nationalization of our assets in a foreign country; • renegotiation or nullification of our existing contracts; • the adoption of new, and the expansion of existing, trade or other restrictions; • embargoes, duties, tariffs or other trade restrictions, including sanctions; • geopolitical developments that impact our or our customers’ ability to operate in a foreign country; • changes in labor conditions; • acts of war, aggression between nations, civil unrest, force majeure, and terrorism; 22 • the ability to finance efficiently our foreign operations; • social, political, and economic instability; • changes to tax policy; • currency exchange rate fluctuations; • limitations on the ability to repatriate foreign earnings; and • U.S. federal government policy changes in relation to the foreign countries in which we operate.
If Congressional efforts to approve such funding fail, and Congress is unable to craft a long-term agreement on the U.S. federal government’s ability to incur indebtedness in excess of its current limits, the U.S. federal government may not be able to fulfill its current funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry.
If Congressional efforts to approve such funding fail or if a government shutdown occurs, and Congress is unable to craft a long-term agreement on the U.S. federal government’s ability to incur indebtedness in excess of its current limits, the U.S. federal government may not be able to fulfill its current funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry.
We are in the process of evaluating our readiness and preparing for the CMMC, but to the extent we are unable to achieve certification in advance of contract awards that specify the requirement in the future, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoD, depending on the level of standard as required for each solicitation, which could adversely impact our business, financial condition and results of operations.
We are in the process of evaluating our readiness and preparing for the CMMC requirements, but to the extent we are unable to achieve certification in advance of contract awards that specify the requirement in the future, we will be unable to bid on such contract awards or follow-on awards for existing work with the DOW, depending on the level of standard as required for each solicitation, which could adversely impact our business, financial condition and results of operations.
We are a Delaware corporation. Certain anti-takeover provisions of the Delaware general corporation law impose restrictions on the ability of others to acquire control of us. In addition, certain provisions of our governance documents may impede or discourage a takeover.
Certain anti-takeover provisions of the Delaware general corporation law impose restrictions on the ability of others to acquire control of us. In addition, certain provisions of our governance documents may impede or discourage a takeover.
Even if we are able to integrate successfully, we cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transaction may be offset by costs incurred in integrating the businesses.
Even if we are able to integrate successfully, we cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, some of the benefits from the Transaction are being and may be offset by costs incurred in integrating the businesses.
Our domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including environmental and employment requirements, export/import laws, tax policies and other similar legal requirements).
Our domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including changes in the FAR, export/import laws, tax policies, environmental and employment requirements and other similar legal requirements).
In addition, we bear all of the risk of high inflation with respect to those contracts that are fixed-price. Because a significant portion of our revenues are earned from cost-plus-fee type contracts (62% for fiscal year 2024), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.
In addition, we bear all of the risk of high inflation with respect to those contracts that are fixed-price. Because a significant portion of our revenues are earned from cost-plus-fee type contracts (63% for fiscal year 2025), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.
Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures • Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control. 11 • An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations. • Our business strategy relies in part on acquisitions and strategic investments to sustain our growth.
Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures • Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control. • An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations. • Our business strategy relies in part on acquisitions and strategic investments to sustain our growth, as well as targeted divestitures.
To the extent the U.S. Congress is unable to approve the annual federal budget or raise the debt ceiling on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed.
Congress is unable to approve the annual federal budget or raise the debt ceiling on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed.
In particular, starting in fiscal year 2025, the Sarbanes-Oxley Act of 2002 will require us to document and test the effectiveness of our internal control over financial reporting in accordance with an established internal control framework, and to report on our conclusions as to the effectiveness of our internal controls.
In particular, starting in fiscal year 2025, the Sarbanes-Oxley Act of 2002 requires us to document and test the effectiveness of our internal control over financial reporting in accordance with an established internal control framework, and to report on our conclusions as to the effectiveness of our internal controls.
We provide full spectrum engineering and technology solutions to customers operating in a number of sectors and industries, including programs for various national governments, including the United States, United Kingdom and Australia; aerospace; automotive; pharmaceuticals and biotechnology; infrastructure; environmental; nuclear decommissioning; and other general industrial and consumer businesses and sectors.
We provide full spectrum engineering and technology solutions to customers operating in a number of sectors and industries, including programs for various national governments, including the United States, United Kingdom and Australia; aerospace; automotive; pharmaceuticals and biotechnology; infrastructure; environmental; nuclear services, including decommissioning, power solutions and new nuclear technologies; and other general industrial and consumer businesses and sectors.
In addition, while customers and subcontractors may agree to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us. With a workforce of over 53,000 people globally, we are also party to labor and employment claims in the normal course of business.
In addition, while customers and subcontractors may agree to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us. With a workforce of approximately 50,000 people globally, we are also party to labor and employment claims in the normal course of business.
New laws, regulations, or procurement requirements, or changes to current laws and regulations and requirements (including, for example, regulations relating to allowability of compensation costs, counterfeit parts, specialty metals and conflict minerals), can increase our costs and risks and reduce our profitability.
New laws, regulations, or procurement requirements, or changes to current laws and regulations and requirements (including, for example, changes in the FAR, regulations relating to allowability of compensation costs, counterfeit parts, specialty metals and conflict minerals), can increase our costs and risks and reduce our profitability.
Risks Related to Our Common Stock • Amentum Equityholder owns a significant percentage of our common stock. • Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock. • A significant number of shares of our common stock may be sold or otherwise disposed of, including the shares of our common stock that Jacobs owns, which may cause our stock price to decline. • Our stock price may be volatile.
Risks Related to Our Common Stock • Amentum Equityholder owns a significant percentage of our common stock. • Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock. • A significant number of shares of our common stock may be sold or otherwise disposed of, which may cause our stock price to decline. 14 • Our stock price may be volatile.
Similarly, any failure or perceived failure in our efforts to execute our ESG strategy or our diversity and inclusion strategy and achieve our current or future related goals, targets, and objectives, or to satisfy various reporting standards within the timelines expected by stakeholders or at all, could also result in similar negative impacts.
Similarly, any failure or perceived failure in our efforts to execute our sustainability strategy, to achieve our current or future related goals, targets, and objectives, or to satisfy various reporting standards within the timelines expected by stakeholders or at all, could also result in similar negative impacts.
Risks Related to Climate Change • Climate change-related weather issues could have a material adverse impact on our, or our customers’, equipment and infrastructure which could negatively impact our business, financial condition and results of operations. • We may be affected by market or regulatory responses to climate change, or we may be unable to achieve our climate-related commitments or targets.
Risks Related to Climate Change • Climate change-related weather issues could have a material adverse impact on our, or our customers’, equipment and infrastructure which could negatively impact our business, financial condition and results of operations. • We may be affected by market or regulatory responses to climate change.
If we were suspended or debarred from contracting with the federal government or any significant agency including the DOD, U.S.
If we were suspended or debarred from contracting with the federal government or any significant agency including the DOW, U.S.
In particular, for a two-year period following the distribution date, except as described below: • Amentum will continue the active conduct of the CMS Business’s trade or business and the trade or business of certain CMS Business subsidiaries; • Amentum will not voluntarily dissolve or liquidate or permit certain CMS Business subsidiaries to voluntarily dissolve or liquidate; • Amentum will not enter into, and will not permit certain CMS Business subsidiaries to enter into, any transaction or series of transactions (or any agreement, understanding, or arrangement) as a result of which one or more persons would acquire (directly or indirectly) stock comprising 50% or more of the vote or value of the Amentum (taking into account the stock acquired pursuant to the merger) or such CMS Business subsidiaries; • Amentum will not engage in, or permit certain CMS Business subsidiaries to engage in, certain mergers or consolidations; • Amentum will not, and will not permit certain CMS Business subsidiaries to, sell, transfer or otherwise dispose of (i) 30% or more of the gross assets of the CMS Business, certain CMS Business subsidiaries, or (ii) the active trade or business of the CMS Business or certain CMS Business subsidiaries, subject to certain exceptions; • Amentum will not, and will not permit certain CMS Business subsidiaries to, redeem or repurchase stock or rights to acquire stock; • Amentum will not, and will not permit certain CMS Business subsidiaries to, permit any shareholder of Amentum or of such CMS Business subsidiaries to become a “controlling shareholder” within the meaning of Treasury Regulations Section 1.355-7; • Amentum will not, and will not permit certain CMS Business subsidiaries to, amend their certificates of incorporation (or other organizational documents) or take any other action affecting the voting rights of any stock or stock rights of Amentum or such CMS Business subsidiaries; • Amentum will not, and will not permit certain CMS Business subsidiaries to, take any other action that would, when combined with any other direct or indirect changes in ownership of Amentum stock (including pursuant to the merger), have the effect of causing one or more persons to acquire stock representing 50% or more of the vote or value of Amentum, or otherwise jeopardize the tax-free status of the transactions; 28 • Amentum Equityholder will not, and will not permit its direct owners or its affiliates to, directly or indirectly acquire any stock of Amentum and certain CMS Business subsidiaries; and • Amentum Equityholder will not, and will not permit its direct owners or its affiliates to, permit Amentum or certain CMS Business subsidiaries to enter into any transaction or series of transactions (or any agreement, understanding, or arrangement) as a result of which one or more persons would acquire (directly or indirectly) stock comprising 50% or more of the vote or value of Amentum (taking into account the stock acquired pursuant to the merger) or such CMS Business subsidiaries; unless, in each case (except with respect to the second-to-last bullet above), prior to taking any such action, (1) Amentum or Amentum Equityholder, as applicable, shall have requested that Jacobs obtain a private letter ruling from the IRS and Jacobs shall have received such private letter ruling in form and substance satisfactory to Jacobs in its sole and absolute discretion, (2) Amentum or Amentum Equityholder, as applicable, shall have provided Jacobs with an unqualified tax opinion in form and substance satisfactory to Jacobs in its sole and absolute discretion, or (3) Jacobs shall have waived the requirement to obtain such private letter ruling or unqualified tax opinion. • Failure to adhere to these requirements could result in tax being imposed on Jacobs for which Amentum could bear responsibility and for which Amentum could be obligated to indemnify Jacobs under the tax matters agreement.
In particular, for a two-year period following the distribution date, except as described below: • Amentum will continue the active conduct of CMS’s trade or business and the trade or business of certain CMS subsidiaries; • Amentum will not voluntarily dissolve or liquidate or permit certain CMS subsidiaries to voluntarily dissolve or liquidate; • Amentum will not enter into, and will not permit certain CMS subsidiaries to enter into, any transaction or series of transactions (or any agreement, understanding, or arrangement) as a result of which one or more persons would acquire 30 (directly or indirectly) stock comprising 50% or more of the vote or value of the Amentum (taking into account the stock acquired pursuant to the merger) or such CMS subsidiaries; • Amentum will not engage in, or permit certain CMS subsidiaries to engage in, certain mergers or consolidations; • Amentum will not, and will not permit certain CMS subsidiaries to, sell, transfer or otherwise dispose of (i) 30% or more of the gross assets of CMS, certain CMS subsidiaries, or (ii) the active trade or business of CMS or certain CMS subsidiaries, subject to certain exceptions; • Amentum will not, and will not permit certain CMS subsidiaries to, redeem or repurchase stock or rights to acquire stock; • Amentum will not, and will not permit certain CMS subsidiaries to, permit any shareholder of Amentum or of such CMS subsidiaries to become a “controlling shareholder” within the meaning of Treasury Regulations Section 1.355-7; • Amentum will not, and will not permit certain CMS subsidiaries to, amend their certificates of incorporation (or other organizational documents) or take any other action affecting the voting rights of any stock or stock rights of Amentum or such CMS subsidiaries; • Amentum will not, and will not permit certain CMS subsidiaries to, take any other action that would, when combined with any other direct or indirect changes in ownership of Amentum stock (including pursuant to the merger), have the effect of causing one or more persons to acquire stock representing 50% or more of the vote or value of Amentum, or otherwise jeopardize the tax-free status of the transactions; • Amentum Equityholder will not, and will not permit its direct owners or its affiliates to, directly or indirectly acquire any stock of Amentum and certain CMS subsidiaries; and • Amentum Equityholder will not, and will not permit its direct owners or its affiliates to, permit Amentum or certain CMS subsidiaries to enter into any transaction or series of transactions (or any agreement, understanding, or arrangement) as a result of which one or more persons would acquire (directly or indirectly) stock comprising 50% or more of the vote or value of Amentum (taking into account the stock acquired pursuant to the merger) or such CMS subsidiaries; unless, in each case (except with respect to the second-to-last bullet above), prior to taking any such action, (1) Amentum or Amentum Equityholder, as applicable, shall have requested that Jacobs obtain a private letter ruling from the IRS and Jacobs shall have received such private letter ruling in form and substance satisfactory to Jacobs in its sole and absolute discretion, (2) Amentum or Amentum Equityholder, as applicable, shall have provided Jacobs with an unqualified tax opinion in form and substance satisfactory to Jacobs in its sole and absolute discretion, or (3) Jacobs shall have waived the requirement to obtain such private letter ruling or unqualified tax opinion.
It also will require an independent registered public accounting firm to test our internal control over financial reporting and report on the effectiveness of such controls. In addition, we are required under the Exchange Act to maintain disclosure controls and procedures and internal control over financial reporting.
It also requires an independent registered public accounting firm to 31 test our internal control over financial reporting and report on the effectiveness of such controls. In addition, we are required under the Exchange Act to maintain disclosure controls and procedures and internal control over financial reporting.
Compliance with these public company obligations will require us to devote significant management time and place significant additional demands on our finance, accounting, and legal staff and on our management systems, including our financial, accounting and information systems.
Compliance with these public company obligations requires us to devote significant management time and place significant additional demands on our finance, accounting, and legal staff and on our management systems, including our financial, accounting and information systems.
After such distribution, the affiliates of the private equity firms that are the largest equity holders in Amentum Equityholder will hold a substantial portion of the issued and outstanding shares of Amentum common stock and assume the rights and obligations of Amentum Equityholder as the Sponsor Stockholder under the stockholders agreement that are described above.
The affiliates of the private equity firms that are the largest equity holders in Amentum Equityholder hold a substantial portion of the issued and outstanding shares of Amentum common stock and assume the rights and obligations of Amentum Equityholder as the Sponsor Stockholder under the stockholders agreement that are described above.
If our ESG practices, including our goals for inclusion and diversity, do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain customers and industries), then our reputation, our ability to attract or retain leading experts, employees and other professionals and our ability to attract new business and customers could be negatively impacted, as could our attractiveness as an investment, service provider, employer, or business partner.
If our sustainability practices do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain customers and industries), then our reputation, our ability to attract or retain leading experts, employees and other professionals and our ability to attract new business and customers could be negatively impacted, as could 27 our attractiveness as an investment, service provider, employer, or business partner.
While fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenues derived from fixed-price contracts represented 27% of our revenues for fiscal year 2024.
While fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenues derived from fixed-price contracts represented 24% of our revenues for fiscal year 2025.
The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our operating results due to factors related to our business; • success or failure of our business strategies; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • the failure of securities analysts to cover our common stock after the separation and distribution; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and stock price performance of other comparable companies; • investor perception of our company and our industry; • overall market fluctuations; • results from any material litigation or government investigation; • changes in laws and regulations (including tax laws and regulations) affecting our business; • changes in capital gains taxes and taxes on dividends affecting shareholders; and • general economic conditions and other external factors. 34 Furthermore, our business profile and market capitalization may not fit the investment objectives of some Jacobs’ shareholders and, as a result, these Jacobs’ shareholders may sell their shares of our common stock after the separation and distribution.
Our stock price may be volatile. 34 The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our operating results due to factors related to our business; • success or failure of our business strategies; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • the failure of securities analysts to cover our common stock after the separation and distribution; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and stock price performance of other comparable companies; • investor perception of our company and our industry; • overall market fluctuations; • results from any material litigation or government investigation; • changes in laws and regulations (including tax laws and regulations) affecting our business; • changes in capital gains taxes and taxes on dividends affecting shareholders; and • general economic conditions and other external factors.
The occurrence of an accident or safety incident involving employees, contractors or others can result in injuries, disabilities or even loss of life, which could expose us to significant financial losses and reputational harm, as well as civil and criminal liabilities. • The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns. • Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations. • The contracts in our backlog may be adjusted, canceled or suspended by our customers and, therefore, our backlog is not necessarily indicative of our future revenues or earnings. • The provision of our services may expose us to significant monetary damages or even criminal violations in the event of liabilities resulting from our activities, including noncompliance with regulatory requirements, and our insurance policies may not provide adequate coverage, which could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation. • We are dependent on third parties to complete many of our contracts, and employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits. • Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm. • If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations.
The occurrence of an accident or safety incident involving employees, contractors or others can result in injuries, disabilities or even loss of life, which could expose us to significant financial losses and reputational harm, as well as civil and criminal liabilities. • The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns. • Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations. • The contracts in our backlog may be adjusted, canceled or suspended by our customers and, therefore, our backlog is not necessarily indicative of our future revenues or earnings. • The provision of our services may expose us to significant monetary damages or even criminal violations in the event of liabilities resulting from our activities, including noncompliance with regulatory requirements, and our insurance policies may not provide adequate coverage, which could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation. • Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits. • Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm. • If we do not have adequate indemnification for our nuclear services, or business is slowed by the extensive regulatory processes for approval and licensing for new and existing nuclear technologies or socio-political opposition to nuclear-related technology and activities, it could adversely affect our business, financial condition and results of operations. • Uncertainty over global tariffs, or the financial impacts of tariffs, may negatively impact our results.
We maintain our cash at financial institutions, often in balances that exceed federally insured limits. The majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in depository accounts may at times exceed the $250,000 Federal Deposit Insurance Corporation insurance limits.
The majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in depository accounts may at times exceed the $250,000 Federal Deposit Insurance Corporation insurance limits.
Delays in the timing of the awards or cancellations of such projects as a result of economic conditions, material and equipment pricing and availability or other factors could impact our long-term projected results.
Our revenues depend on new contract awards. Delays in the timing of the awards or cancellations of such projects as a result of economic conditions, material and equipment pricing and availability or other factors could impact our long-term projected 17 results.
We depend on the management effectiveness of our joint venture partners. Differences in views among the joint venture participants may result in delayed decisions or in failures to agree on major issues, which could materially affect the business and operations of these ventures.
Differences in views among the joint venture participants may result in delayed decisions or in failures to agree on major issues, which could materially affect the business and operations of these ventures.
Risks Related to the Transaction • We may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transaction, and the integration following the Transaction may present significant challenges. • If the distribution in connection with the Transaction does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the separation and distribution or the merger or as a result of subsequent acquisitions of shares of Jacobs or Amentum, then Jacobs and/or Jacobs’ shareholders that received Amentum common stock in the distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, we could be obligated to indemnify Jacobs for any tax liability imposed on Jacobs arising from our actions or inactions. • Under the terms of the Transaction, we are restricted from taking certain actions that could adversely affect the intended tax treatment of the transactions, and such restrictions could limit our ability to implement strategic initiatives that otherwise would be beneficial. • Jacobs may fail to perform under various transaction agreements, or we may fail to have the necessary systems and services in place when the transition services agreement expires.
Risks Related to the Transaction • We may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transaction. • If the distribution in connection with the Transaction does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Internal Revenue Code, including as a result of actions taken in connection with the separation and distribution or the merger or as a result of subsequent acquisitions of shares of Jacobs or Amentum, then Jacobs and/or Jacobs’ shareholders that received Amentum common stock in the distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, we could be obligated to indemnify Jacobs for any tax liability imposed on Jacobs arising from our actions or inactions. • Under the terms of the Transaction, we are restricted from taking certain actions that could adversely affect the intended tax treatment of the transactions, and such restrictions could limit our ability to implement strategic initiatives that otherwise would be beneficial.
We are subject to a variety of laws and regulations in the U.S., at the federal, state and local levels and abroad relating to data privacy and security. These laws and regulations are complex, constantly evolving, and may be subject to significant change in the future.
We are subject to a variety of laws and regulations in the U.S., at the federal, state and local levels and abroad, such as the General Data Protection Regulation in the European Union, relating to data privacy and security. These laws and regulations are complex, constantly evolving, and may be subject to significant change in the future.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition and results of operations.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition and results of operations. Our results of operations depend on the award of new contracts and the timing of the award of these contracts.
U.S. federal government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential organizational conflicts of interest, deterrence of fraud, and stricter environmental compliance or sustainability requirements could have an adverse effect on us.
U.S. federal government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, including changes in the FAR, deterrence of fraud, and stricter environmental compliance or 26 sustainability requirements could have an adverse effect on us.
These transactions, as well as transactions we may engage in in the future, present a number of risks, including: • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the transactions were negotiated, such as if the target company failed to comply with U.S. federal, state, local and foreign laws and regulations and/or contractual requirements with government customers; • valuation methodologies may not accurately capture the value of the target company’s business; • failure to realize anticipated benefits, such as cost savings, synergies, business opportunities and growth opportunities within the anticipated time-frame or at all; • the loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest; • difficulties or delays in obtaining regulatory approvals, licenses and permits; • the effects of diverting leadership’s attention from day-to-day operations to matters involving the integration of target companies; • potentially substantial transaction costs associated with business combinations, strategic investments and/or divestitures; • potential impairment resulting from the overpayment for an acquisition or investment or post-closing deterioration in the target company's business; • difficulties relating to assimilating the leadership, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; • increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial and non-financial (e.g., climate change disclosure-related) reporting and internal controls; and • the potential for claims for damages by the sellers of any business if we enter into an acquisition agreement that we do not ultimately consummate, or if disputes arise post-closing relating to post-closing covenants or payment obligations.
These transactions, as well as transactions we may engage in in the future, present a number of risks, including: • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the transactions were negotiated, such as if the target company failed to comply with U.S. federal, state, local and foreign laws and regulations and/or contractual requirements with government customers; • valuation methodologies may not accurately capture the value of the target company’s business; • failure to realize anticipated benefits, such as cost savings, synergies, business opportunities and growth opportunities within the anticipated time-frame or at all; • the loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest; • difficulties or delays in obtaining regulatory approvals, licenses and permits; • the effects of diverting leadership’s attention from day-to-day operations to matters involving the integration of target companies; 24 • potentially substantial transaction costs associated with business combinations, strategic investments and/or divestitures; • potential impairment resulting from the overpayment for an acquisition or investment or post-closing deterioration in the target company's business; • difficulties relating to assimilating the leadership, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; • increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial and non-financial reporting and internal controls; • risk that we are not able to complete strategic divestitures on satisfactory terms and conditions, including non-competition arrangements applicable to certain of our business lines, or within expected timeframes; • risks that indemnification related to businesses divested or spun off that we may be required to provide or otherwise bear may be significant and could negatively impact our business; and • the potential for claims for damages by the sellers of any business if we enter into an acquisition agreement that we do not ultimately consummate, or if disputes with sellers or buyers arise post-closing relating to post-closing covenants or payment obligations.
In these cases, we have limited control over the actions of the joint venture. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
We participate in joint ventures and similar arrangements in which we are not the controlling partner. In these cases, we have limited control over the actions of the joint venture. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
These permits or approvals are subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with, or the loss or modification of, the conditions of permits or approvals subjects us to the risk of penalties or other liabilities, could have a material adverse impact on our business, financial condition and result of operations.
Failure to obtain or comply with, or the loss or modification of, the conditions of permits or approvals subjects us to the risk of penalties or other liabilities, could have a material adverse impact on our business, financial condition and result of operations.
Backlog represents estimates of the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. As of September 27, 2024, backlog was $45.0 billion. The backlog may not be realized as revenues in the amounts reported or if realized will result in profits.
Backlog represents estimates of the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. As of October 3, 2025, backlog was $47.1 billion. The backlog may not be realized as revenues in the amounts reported or if realized will result in profits.
Further, if Jacobs undertakes a clean-up distribution, each U.S. holder who receives Amentum common stock in the clean-up distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the Amentum common stock received by the U.S. holder in the clean-up distribution. 27 In addition, if the contribution and certain related transactions in the internal reorganization were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code for U.S. federal income tax purposes, or if the distribution were determined not to qualify as a transaction described in Section 355 of the Code for U.S. federal income tax purposes, Jacobs generally would recognize taxable gain with respect to the transfer of Amentum common stock in the distribution and in any clean-up distribution (or in prior steps of the internal reorganization), which could result in significant tax to Jacobs.
In addition, if the contribution and certain related transactions in the internal reorganization were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code for U.S. federal income tax purposes, or if the distribution were determined not to qualify as a transaction described in Section 355 of the Code for U.S. federal income tax purposes, Jacobs generally would recognize taxable gain with respect to the transfer of Amentum common stock in the distribution and in any clean-up distribution (or in prior steps of the internal reorganization), which could result in significant tax to Jacobs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO holds an undergraduate degree in computer science from the University of Maryland and a graduate degree in information security and assurance from Carnegie Mellon University. The CISO has attained the professional certifications of Certified Information Systems Security Professional (“CISSP”) and Certified Information Systems Manager.
Biggest changeThe CISO holds an associates degree in criminal justice from the Community College of the Air Force, an undergraduate degree in information technology from the University of Phoenix, and a graduate degree in information systems security from Colorado Technical University.
The results of such assessments, audits, and reviews are evaluated by management and reported to the Board, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews. 42 Governance The Board oversees the Company’s risk management program, including the management of cybersecurity threats.
The results of such assessments, audits, and reviews are evaluated by management and reported to the Board, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews. Governance The Board oversees the Company’s risk management program, including the management of cybersecurity threats.
In general, the Company seeks to address material cybersecurity threats through a company-wide approach that addresses the confidentiality, integrity, and availability of the Company’s information systems or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity issues as they occur.
In general, the Company seeks to address 40 material cybersecurity threats through a company-wide approach that addresses the confidentiality, integrity, and availability of the Company’s information systems or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity issues as they occur.
The CISO, in coordination with senior management, works collaboratively across the Company to implement a program designed to defend the Company’s information systems from cybersecurity threats and to promptly respond to any material cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
The CISO, in coordination with senior management, works collaboratively across the Company to implement a program designed to defend the Company’s information systems from cybersecurity threats and to promptly respond to any material 41 cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
Material Effects of Cybersecurity Incidents Our operations are subject to cybersecurity risks, including unauthorized access, system failures, and breaches that could originate from both internal networks and through third-party suppliers and service providers.
The CISO has attained the professional certifications of Certified Information Systems Security Professional with a concentration in Management, Certified Chief Information Security Officer, and Certified Ethical Hacker. Material Effects of Cybersecurity Incidents Our operations are subject to cybersecurity risks, including unauthorized access, system failures, and breaches that could originate from both internal networks and through third-party suppliers and service providers.
To ensure prompt reporting and compliance with SEC requirements, the Board has adopted a “Cybersecurity Incident Materiality Assessment Policy.” The CISO has served in various roles in information technology and information security for over 20 years, including serving as the Chief Information Security Officer of PAE Incorporated prior to its acquisition by Amentum.
To ensure prompt reporting and compliance with SEC requirements, the Board has adopted a “Cybersecurity Incident Materiality Assessment Policy.” The CISO is a retired Air Force veteran who has served in various roles in information technology, information security and the U.S. Government for over 30 years.
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The CISO most recently served as the Chief Information Security Officer of Optiv Security and previously served as the Executive Director, Classified Cybersecurity, at Lockheed Martin.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties As of September 27, 2024, we conducted our operations in 313 leased locations and two owned locations occupying approximately seven million square feet collectively. Our major organizational support locations are in Virginia, Maryland, Nevada, Tennessee and Texas within the United States and Krakow, Poland and Warrington, United Kingdom globally, where we occupy approximately 500,000 square feet collectively.
Biggest changeOur major organizational support locations are in Virginia, Maryland, Nevada, Tennessee and Texas within the United States as well as Krakow, Poland, Dubai, UAE, Bangalore, India and Warrington, United Kingdom globally, where we occupy approximately 500,000 square feet collectively.
We have additional significant business operations and support facilities located in Virginia, Maryland, Florida, Colorado, Indiana, South Carolina, Alabama, and Connecticut within the United States as well as London and Manchester in the United Kingdom, where we occupy an additional approximately 750,000 square feet collectively.
We have additional significant business operations and support facilities located in Virginia, Maryland, Florida, Colorado, Indiana, South Carolina, Alabama, and Connecticut within the United States as well as London, Theale, Manchester and Warrington in the United Kingdom, where we occupy an additional approximately 500,000 square feet collectively.
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Additionally, we have more than 20,000 square feet of customer-accredited Sensitive Compartmented Information Facilities, which are highly specialized, secure facilities used to perform classified work. We also have employees working at customer sites throughout the U.S. and in other countries.
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Item 2. Properties As of October 3, 2025, we conducted our operations in 315 leased locations and two owned locations occupying over seven million square feet collectively.
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We also have employees working at customer sites throughout the U.S. and in other countries. The nature of our business is such that there is no practicable way to relate occupied space to our reportable segments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings 43 Information required with respect to this item is set forth in Note 22 — Legal Proceedings and Commitments and Contingencies to the Amentum Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 44 PART II
Biggest changeItem 3. Legal Proceedings Information required with respect to this item is set forth in Note 21 — Legal Proceedings and Commitments and Contingencies to the Amentum Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 42 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Equity Securities and Use of Proceeds None. Item 6. [Reserved]
Biggest changeEquity Compensation Plans See Item 12, contained in Part III of this Annual Report for information regarding our equity compensation plans. Recent Sales of Unregistered Equity Securities and Use of Proceeds 43 None.
Capital Deployment Our present policy is to retain earnings to provide funds for the operation and expansion of our business. We do not intend to pay any cash dividends at this time.
Capital Deployment Our present policy is to retain earnings to provide funds for the operation and expansion of our business and to repay debt. We do not intend to pay any cash dividends at this time.
The Board of Directors will determine whether to pay dividends in the future based on conditions existing at that time, including our earnings, financial condition, and capital requirements, as well as economic and other conditions as the board may deem relevant. Performance Comparison Graph Not applicable.
The Board of Directors will determine whether to pay dividends in the future based on conditions existing at that time, including our earnings, financial condition, and capital requirements, as well as economic and other conditions as the board may deem relevant.
However, “when issued” trading for our common stock commenced on September 24, 2024. Number of Holders As of December 06, 2024, there were 2,272 holders of record of our common stock. The number of stockholders of record is not representative of the number of beneficial stockholders due to the fact that many shares are held by depositories, brokers, or nominees.
However, “when issued” trading for our common stock commenced on September 24, 2024. Number of Holders As of November 14, 2025, there were 2,359 holders of record of our common stock. The number of stockholders of record is not representative of the number of beneficial stockholders due to the fact that many shares are held by depositories, brokers, or nominees.
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Our common stock did not trade in any preceding fiscal year nor as of the end of our last completed fiscal year. Our common stock was listed on the New York Stock Exchange on September 30, 2024. Equity Compensation Plans See Item 12, contained in Part III of this Annual Report for information regarding our equity compensation plans.
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Performance Comparison Graph The following graph shows a comparison from September 30, 2024 (the date our common stock was listed on the New York Stock Exchange) through October 3, 2025 of the total return for our common stock, with the comparable cumulative total returns of the Russell 1000 index and the Dow Jones U.S. Computer Services Total Stock Market index.
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The graph assumes that $100 was invested at the market close on September 30, 2024 in our common stock and in each of the indexes (including reinvestment of dividends). The stock price performance of the following graph is not necessarily indicative of future stock price performance.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the fiscal year ended October 3, 2025, we did not repurchase any shares of our common stock. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSpecifically, we believe we are well positioned to continue to win new business driven by the following trends in our addressable market: • Increasing demand for outsourced services and solutions with federal government customers; • Increased global demand for clean and environmentally sustainable solutions; • Increased spending on government-wide modernization priorities; • Increasing government focus on near-peer competitors and other nation state threats; • Increasing discretionary spending for Indo-Pacific regional activities and initiatives; and • Increased investment in advanced technologies (e.g., hypersonics, microelectronics, unmanned, electromagnetic spectrum). 46 Results of Operations for the Years Ended September 27, 2024, September 29, 2023 and September 30, 2022 The following table presents our results of operations for the periods presented: For the Year Ended September 27, 2024 Year to Year Change For the Year Ended September 29, 2023 Year to Year Change For the Year Ended September 30, 2022 2023 to 2024 2022 to 2023 (Dollars in millions) Dollars Percent Dollars Percent Revenues $ 8,388 $ 523 6.6 % $ 7,865 $ 189 2.5 % $ 7,676 Cost of revenues (7,590) (507) 7.2 (7,083) (178) 2.6 (6,905) Selling, general, and administrative expenses (353) (56) 18.9 (297) 11 (3.6) (308) Amortization of intangibles (228) 70 (23.5) (298) (26) 9.6 (272) Equity earnings of non-consolidated subsidiaries 74 18 32.1 56 18 47.4 38 Goodwill impairment charges — 186 (100.0) (186) (78) 72.2 (108) Operating income 291 234 410.5 57 (64) (52.9) 121 Interest expense and other, net (438) (41) 10.3 (397) (244) 159.5 (153) Loss on extinguishment of debt (45) (45) — — 32 (100.0) (32) Gain on acquisition of controlling interest 69 69 — — — — — Loss before income taxes (123) 217 (63.8) (340) (276) 431.3 (64) Benefit (provision) for income taxes 40 21 110.5 19 33 (235.7) (14) Net loss (83) 238 (74.1) (321) (243) 311.5 (78) Less: net (loss) income attributable to non-controlling interests 1 (6) (85.7) 7 13 (216.7) (6) Net loss attributable to Amentum $ (82) $ 232 (73.9) $ (314) $ (230) 273.8 $ (84) Results of Operations September 27, 2024 vs September 29, 2023 Revenues — The increase in revenues was primarily attributable to new contract awards and growth on existing programs.
Biggest changeResults of Operations for the Years Ended October 3, 2025, September 27, 2024 and September 29, 2023 The following table presents our results of operations for the periods presented: For the Year Ended October 3, 2025 Year to Year Change For the Year Ended September 27, 2024 Year to Year Change For the Year Ended September 29, 2023 2024 to 2025 2023 to 2024 (Dollars in millions) Dollars Percent Dollars Percent Revenues $ 14,393 $ 6,005 71.6 % $ 8,388 $ 523 6.6 % $ 7,865 Cost of revenues (12,880) (5,290) 69.7 (7,590) (507) 7.2 (7,083) Selling, general, and administrative expenses (616) (263) 74.5 (353) (56) 18.9 (297) Amortization of intangibles (479) (251) 110.1 (228) 70 (23.5) (298) Equity earnings of non-consolidated subsidiaries 62 (12) (16.2) 74 18 32.1 56 Goodwill impairment charges — — — — 186 (100.0) (186) Operating income 480 189 64.9 291 234 410.5 57 Interest expense and other, net (353) 85 (19.4) (438) (41) 10.3 (397) Loss on extinguishment of debt (12) 33 (73.3) (45) (45) — — Gain on acquisition of controlling interest — (69) (100.0) 69 69 — — Income (loss) before income taxes 115 238 (193.5) (123) 217 (63.8) (340) (Provision) benefit for income taxes (56) (96) (240.0) 40 21 110.5 19 Net income (loss) including non-controlling interests 59 142 (171.1) (83) 238 (74.1) (321) Less: net income (loss) attributable to non-controlling interests 7 6 600.0 1 (6) (85.7) 7 Net income (loss) attributable to common shareholders $ 66 $ 148 (180.5) $ (82) $ 232 (73.9) $ (314) Results of Operations October 3, 2025 vs September 27, 2024 Revenues — The increase in revenues was primarily attributable to revenues from the merger with CMS.
Under the income approach, we estimate the fair value of a reporting unit using a discounted cash flow model which includes significant judgments and assumptions about expected growth rates, terminal earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates based on weighted-average cost of capital, assumptions regarding future capital expenditures and observable inputs of other comparable companies.
Under the income approach, we estimate the fair value of a reporting unit using a discounted cash flow model which includes judgments and assumptions about expected growth rates, terminal earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates based on weighted-average cost of capital, assumptions regarding future capital expenditures and observable inputs of other comparable companies.
The change in the effective tax rate was primarily due to the partial release of a valuation allowance against a deferred tax asset related to disallowed interest expense during the year ended September 27, 2024 impact of goodwill impairment charges recognized during the year ended September 29, 2023 that are nondeductible for income tax purposes.
The change in the effective tax rate was primarily due to the partial release of a valuation allowance against a deferred tax asset related to disallowed interest expense during the year ended September 27, 2024 and the impact of goodwill impairment charges recognized during the year ended September 29, 2023 that are nondeductible for income tax purposes.
Backlog 48 The Company's backlog represents the estimated amount of future revenues to be recognized under negotiated contracts. The Company’s backlog includes unexercised option years and excludes the value of task orders that may be awarded under multiple award indefinite delivery / indefinite quantity (“IDIQ”) vehicles until such task orders are issued.
Backlog The Company's backlog represents the estimated amount of future revenues to be recognized under negotiated contracts. The Company’s backlog includes unexercised option years and excludes the value of task orders that may be awarded under multiple award indefinite delivery / indefinite quantity (“IDIQ”) vehicles until such task orders are issued.
Net income attributable to non-controlling interests — Net income attributable to non-controlling interests include the minority interests in our consolidated joint ventures that are not wholly-owned, which decreased due to performance on certain consolidated joint ventures and the completion of certain contracts.
Net (loss) income attributable to non-controlling interests — Net income attributable to non-controlling interests include the minority interests in our consolidated joint ventures that are not wholly-owned, which decreased due to performance on certain consolidated joint ventures and the completion of certain contracts.
Loss on extinguishment of debt — The loss on extinguishment of debt was primarily due to a loss on the debt modification of $14 million and debt issuance costs of $31 million during the fiscal year ended September 27, 2024. 47 Gain on acquisition of controlling interest — The gain on acquisition of controlling interest was primarily due to the acquisition of a joint venture which was accounted for as a business combination achieved in stages, in which the Company’s previously held equity interest in the joint venture was remeasured to fair value, resulting in a gain of $69 million.
Loss on extinguishment of debt — The loss on extinguishment of debt was due to a loss on the debt modification of $14 million and debt issuance costs of $31 million during the fiscal year ended September 27, 2024. 46 Gain on acquisition of controlling interest — The gain on acquisition of controlling interest was primarily due to the acquisition of a joint venture which was accounted for as a business combination achieved in stages, in which the Company’s previously held equity interest in the joint venture was remeasured to fair value, resulting in a gain of $69 million during the fiscal year ended September 27, 2024.
Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity. For a discussion of these items, refer to “Note 22 — Legal Proceedings and Commitments and Contingencies” in Part II of this Annual Report on Form 10-K.
Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity. For a discussion of these items, refer to “Note 21 — Legal Proceedings and Commitments and Contingencies” in Part II of this Annual Report on Form 10-K.
Commitments and Contingencies 50 The Company is involved in various claims, disputes, lawsuits, investigations, audits, administrative proceedings and similar matters arising in the normal course of business.
Commitments and Contingencies The Company is involved in various claims, disputes, lawsuits, investigations, audits, administrative proceedings and similar matters arising in the normal course of business.
Recent Accounting Pronouncements See “Note 3 — Recent Accounting Pronouncements” in Part II of this Annual Report on Form 10-K for additional information. 52
Recent Accounting Pronouncements See “Note 3 — Recent Accounting Pronouncements” in Part II of this Annual Report on Form 10-K for additional information.
Selling, general, and administrative expenses (“SG&A”) — SG&A as a percentage of revenues increased from 3.8% for the year ended September 29, 2023 to 4.2% for the year ended September 27, 2024 primarily due to an increase in acquisition, transaction and integration costs.
Selling, general, and administrative expenses — SG&A as a percentage of revenues increased from 3.8% for the year ended September 29, 2023 to 4.2% for the year ended September 27, 2024 primarily due to an increase in acquisition, transaction and integration costs.
Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the New Credit Facility, Senior Notes and any other indebtedness we may incur will depend on our future financial performance which could be affected by factors outside of our control, including worldwide economic and financial market conditions.
Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility, Senior Notes and any other indebtedness we may incur will depend on our future financial performance which could be affected by factors outside of our control, including, but not limited to, worldwide economic and financial market conditions.
Overview We are a global advanced engineering and technology solutions provider to a broad base of U.S. and allied government agencies, supporting programs of critical national importance across energy and environmental, intelligence, space, defense, civilian and commercial end-markets.
Overview We are a global advanced engineering and technology solutions provider to a broad base of U.S. and allied government agencies, and customers in international and commercial markets, supporting programs of critical national importance across energy and environmental, intelligence, space, defense, civilian and commercial end-markets.
See “Note 7 — Sales of Receivables” and “Note 13 — Debt” in Part II of this Annual Report on Form 10-K for additional information.
See “Note 7 — Sales of Receivables” and “Note 12 — Debt” in Part II of this Annual Report on Form 10-K for additional information.
Liquidity and Capital Resources Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our Master Accounts Receivable Purchase Agreement (“MARPA”) and available borrowing capacity under the revolving credit facility provided for in the new senior credit facility (“New Credit Facility”).
Liquidity and Capital Resources Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our Master Accounts Receivable Purchase Agreement (“MARPA”) and available borrowing capacity under the revolving credit facility provided for in the senior secured credit facility (the “Credit Facility”).
Budgetary Environment In fiscal year 2024, we generated approximately 90% of our revenues from contracts with the U.S. federal government, either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. federal government. We carefully follow the U.S. federal budget, legislative and contracting trends and activities and evolve our strategies accordingly.
Budgetary and Regulatory Environment In fiscal year 2025, we generated approximately 81% of our revenues from contracts with the U.S. federal government, either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. federal government. We carefully follow the U.S. federal budget, legislative and contracting trends and activities and evolve our strategies accordingly.
The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and the manner in which our chief 45 operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.
The presentation of financial results as two reportable segments is consistent with the way the Company operates its business and the manner in which our chief operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.
We offer a broad reach of capabilities including environment and climate sustainability, intelligence and counter threat solutions, data fusion and analytics, engineering and integration, advanced test, training and readiness, and citizen solutions. As a leading provider of differentiated technology solutions, we have built a repertoire of deep customer knowledge, enabling us to engage our customers across multiple capabilities and markets.
We offer a broad reach of capabilities including energy, environmental remediation, intelligence and counter threat solutions, data fusion and analytics, engineering and integration, advanced test, training and readiness, and citizen solutions. As a leading provider of differentiated technology solutions, we have built a repertoire of deep customer knowledge, enabling us to engage our customers across multiple capabilities and markets.
Revenues are recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Revenues on fixed-price contracts are recorded as work is performed over the period of performance.
Revenues on cost-plus-fee contracts are recorded as contract allowable costs are incurred and fees are earned. Revenues are recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Revenues on fixed-price contracts are recorded as work is performed over the period of performance.
During the fiscal year ended September 27, 2024, 62% of our revenues was generated under cost-plus-fee type contracts that have limited inflation risk as they include provisions that adjust revenues to cover costs affected by inflation.
During the fiscal year ended October 3, 2025, 63% of our revenues was generated under cost-plus-fee type contracts that have limited inflation risk as they include provisions that adjust revenues to cover costs affected by inflation.
Contractual Obligations For a description of the Company’s contractual obligations related to debt, pensions, leases, and retirement plans refer to “Note 10 — Retirement Plans”, “Note 11 — Pension Benefit Obligations”, “Note 13 — Debt” and “Note 15 — Leases” in Part II of this Annual Report on Form 10-K.
Contractual Obligations For a description of the Company’s contractual obligations related to debt, pensions, leases, and retirement plans refer to “Note 10 — Retirement Plans”, “Note 12 — Debt” and “Note 14 — Leases” in Part II of this Annual Report on Form 10-K.
Each of the credit agreement and indenture requires us to comply with certain representations and warranties, customary affirmative and negative covenants and, in the case of the Revolver, under certain circumstances, a financial covenant. As of September 27, 2024 and September 29, 2023, we have been in compliance with all such covenants.
Each of the credit agreement and indenture requires us to comply with certain representations and warranties, customary affirmative and negative covenants and, in the case of the Revolver, under certain circumstances, a financial covenant. We were in compliance with all covenants as of October 3, 2025 and September 27, 2024.
Our critical accounting policies and estimates are those policies and estimates that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may materially differ from the estimates. 50 Our critical accounting policies and estimates are those policies and estimates that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Cost of revenues — The increase in cost of revenues was primarily driven by increased revenue volume. As a percentage of revenues, cost of revenues was 90.5% and 90.1% for the years ended September 27, 2024 and September 29, 2023, respectively.
As a percentage of revenues, cost of revenues was 90.5% and 90.1% for the years ended September 27, 2024 and September 29, 2023, respectively.
Our services are generally performed under cost-plus-fee, fixed-price, or time-and-materials contracts which typically involve an annual base period of performance followed by renewal option periods that, once exercised, are generally accounted for as separate contracts.
We believe the following accounting policies require significant judgment due to the complex nature of the underlying transactions: Revenue Recognition Our services are generally performed under cost-plus-fee, fixed-price, or time-and-materials contracts which typically involve an annual base period of performance followed by renewal option periods that, once exercised, are generally accounted for as separate contracts.
Underpinned by a strong culture of ethics, safety and inclusivity, Amentum is committed to operational excellence and successful execution. We conduct our business activities and report financial results as one business segment.
Underpinned by a strong culture of ethics and safety, Amentum is committed to operational excellence and successful execution. We conduct our business activities and report financial results as two reportable segments: Digital Solutions (“DS”) and Global Engineering Solutions (“GES”).
Given our portfolio diversity, we believe our total addressable market, and associated growth rate, is sufficient to support our strategic growth plans. We believe Amentum’s capabilities are strategically aligned to well-funded, long-term priorities for the federal government, allied nations, and commercial customers.
We believe Amentum’s capabilities are strategically aligned to well-funded, long-term priorities for the federal government, allied nations, and commercial customers.
Amortization of intangibles — Amortization of intangibles primarily relates to the amortization of our backlog and customer relationship intangible assets, which increased as a result of a full year of amortization of PAE acquired intangible assets.
Amortization of intangibles — Amortization of intangibles primarily relates to the amortization of our backlog and customer relationship intangible assets, which increased due to the merger with CMS.
Net cash provided by investing activities increased by $492 million primarily as a result of the CMS Business acquisition in fiscal year 2024.
Net cash used in investing activities decreased by $492 million primarily as a result of the merger with CMS in the year ended September 27, 2024.
The evaluation includes a qualitative or quantitative assessment that compares the estimated fair value of the relevant reporting unit to its respective carrying value, including goodwill, and utilizes both market and income approaches.
The Company evaluates goodwill for impairment annually on the first day of the fourth quarter of the fiscal year or whenever events or circumstances indicate that the carrying value may not be recoverable. 51 The evaluation includes a qualitative or quantitative assessment that compares the estimated fair value of the relevant reporting unit to its respective carrying value, including goodwill, and utilizes both market and income approaches.
Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract awards decisions, and other factors. Market Environment We believe our scale, breadth of capabilities, and depth of experience give us a robust understanding of our customers’ evolving needs.
Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract awards decisions, and other factors.
The Company generally recognizes revenues over time throughout the contract performance period as control is transferred continuously to our customers as work progresses.
The Company generally recognizes revenues over time throughout the contract performance period as control is transferred continuously to our customers as work progresses. We measure our progress towards completion using an input measure of total costs incurred divided by total costs expected to be incurred.
In August 2024, the Company also completed an offering of $1,000 million in aggregate principal amount of 7.250% senior notes due August 01, 2032 (the “Senior Notes”).
The Term Loan requires quarterly principal amortization payments of $9 million, which commenced on March 31, 2025, with the remainder of the principal thereunder being due at maturity. In August 2024, the Company also completed an offering of $1,000 million in aggregate principal amount of 7.250% senior notes due August 1, 2032 (the “Senior Notes”).
Cash Flow Information For the years ended (Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022 Net cash provided by operating activities $ 47 $ 67 $ 126 Net cash provided by (used in) investing activities 475 (17) (1,787) Net cash (used in) provided by financing activities (382) (112) 1,724 Effect of exchange rate changes on cash and cash equivalents 7 1 (6) Net increase (decrease) in cash and cash equivalents $ 147 $ (61) $ 57 Cash Flows - September 27, 2024 vs September 29, 2023 Net cash provided by operating activities decreased by $20 million primarily as a result of the Transaction and debt modification and higher tax and interest payments, partially offset by cash inflows from sales of receivables under the MARPA.
Cash Flow Information 49 For the years ended (Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023 Net cash provided by operating activities $ 543 $ 47 $ 67 Net cash provided by (used in) investing activities 228 475 (17) Net cash used in financing activities (790) (382) (112) Effect of exchange rate changes on cash and cash equivalents 4 7 1 Net (decrease) increase in cash and cash equivalents $ (15) $ 147 $ (61) Cash Flows - October 3, 2025 vs September 27, 2024 Net cash provided by operating activities increased by $496 million when compared to the year ended September 27, 2024 primarily as a result of a $542 million increase in cash earnings due to contributions from the merger with CMS and offset by $46 million in changes in operating assets and liabilities.
Cash Flows - September 29, 2023 vs September 30, 2022 Net cash provided by operating activities decreased by $59 million primarily as a result of higher interest payments and the timing of collections, partially offset by an increase related to the timing of vendor payments.
Cash Flows - September 27, 2024 vs September 29, 2023 Net cash provided by operating activities decreased by $20 million primarily as a result of the Transaction and debt modification and higher tax and interest payments, partially offset by cash inflows from sales of receivables under the MARPA.
On September 27, 2024, we entered into the New Credit Facility, which provides for a seven year, $3,750 million term loan facility (“Term Loan”) and a five year, $850 million revolving credit facility (“Revolver”), including a $200 million letter of credit subfacility and a $100.0 million swingline subfacility.
The Credit Facility consists of our term facility (“Term Loan”) maturing on September 27, 2031 and a $850 million revolving facility (“Revolver”) maturing on September 27, 2029, which includes a $200 million letter of credit subfacility and a $100 million swingline subfacility.
The New Credit Facility and the Senior Notes are guaranteed by substantially all of our wholly owned material domestic restricted subsidiaries, subject to customary exceptions set forth in the credit agreement and indenture, respectively. 49 The interest rates applicable to the Term Loan are floating interest rates equal to an Alternate Base Rate or Canadian Prime Rate plus applicable margin or Term Secured Overnight Financing Rate (“SOFR”) or Term CORRA plus an applicable margin based upon our first lien net leverage ratio.
The Credit Facility and the Senior Notes are guaranteed by substantially all of our wholly owned material domestic restricted subsidiaries, subject to customary exceptions set forth in the credit agreement and indenture, respectively.
As of September 27, 2024, the Company had total backlog of $45.0 billion, compared with $26.8 billion as of September 29, 2023, an increase of $18.2 billion primarily due to the acquisition of CMS. Funded backlog as of September 27, 2024 was $7.6 billion.
As of October 3, 2025, the Company had total backlog of $47.1 billion, compared with $45.0 billion as of September 27, 2024, an increase of $2.1 billion primarily due to new contract awards partially offset by revenue recognized during the year ended October 3, 2025. Funded backlog as of October 3, 2025 was $5.6 billion.
The following table summarizes revenues by contract type for the periods presented: For the years ended September 27, 2024 September 29, 2023 September 30, 2022 (Dollars in millions) Dollars Percent Dollars Percent Dollars Percent Cost-plus-fee $ 5,198 62 % $ 4,941 63 % $ 5,256 69 % Fixed-price 2,226 27 % 2,089 26 % 1,777 23 % Time-and-materials 964 11 % 835 11 % 643 8 % Total revenues $ 8,388 100 % $ 7,865 100 % $ 7,676 100 % Effects of Inflation Given the nature of our operations and contract type mix, we expect the impact of inflation on our business may be limited for some of our contracts.
The following table summarizes revenues by contract type as a percentage of each reportable segment and total Amentum for the periods presented: 48 For the years ended October 3, 2025 September 27, 2024 September 29, 2023 DS GES Total DS GES Total DS GES Total Cost-plus-fee 64 % 61 % 63 % 49 % 66 % 62 % 46 % 68 % 63 % Fixed-price 26 % 24 % 24 % 33 % 25 % 27 % 35 % 24 % 26 % Time-and-materials 10 % 15 % 13 % 18 % 9 % 11 % 19 % 8 % 11 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Effects of Inflation Given the nature of our operations and contract type mix, we expect the impact of inflation on our business may be limited for some of our contracts.
The change in the effective tax rate was primarily due to the recognition of a partial valuation allowance against a deferred tax asset related to disallowed interest expense during the year ended September 29, 2023 and the impact of goodwill impairment charges that are nondeductible for income tax purposes recognized in both fiscal years relative to the total loss before income taxes.
The change in the effective tax rate was primarily due to the recognition of a valuation allowance against a deferred tax asset related to disallowed interest expense, release of a valuation allowance related to domestic capital losses, and the tax effect of the Rapid Solutions divestiture during the year ended October 3, 2025.
Selling, general, and administrative expenses — The decrease in SG&A was primarily attributable to the absence of the acquisition, transaction and integration costs associated with the acquisition of PAE during fiscal year 2022. As a percentage of revenues, SG&A was 3.8% and 4.0% for the years ended September 29, 2023 and September 30, 2022, respectively.
As a percentage of revenues, cost of revenues was 89.5% and 90.5% for the years ended October 3, 2025 and September 27, 2024, respectively. 45 Selling, general, and administrative expenses (“SG&A”) — The increase in SG&A was primarily attributable to the merger with CMS.
Equity earnings of non-consolidated subsidiaries — Equity earnings of non-consolidated subsidiaries include our proportionate share of the income from equity method investments, which increased due to a full year of performance on new equity method investments that started during the fiscal year ended September 30, 2022 partially offset by the completion of certain contracts.
Equity earnings of non-consolidated subsidiaries — Equity earnings of non-consolidated subsidiaries include our proportionate share of the income from equity method investments and decreased due to utilization of fair market value adjustments assigned to certain equity method investments obtained in the merger with CMS partially offset by the performance of our non-consolidated subsidiaries.
Net (loss) income attributable to non-controlling interests — Net (loss) income attributable to non-controlling interests include the minority interests in our consolidated joint ventures that are not wholly-owned, which decreased due to the completion of a contract which transitioned to an equity method investment.
Net income attributable to non-controlling interests — Net income attributable to non-controlling interests includes the utilization of fair market value adjustments assigned to certain non-controlling interests obtained in the merger with CMS partially offset by the minority interests in our consolidated joint ventures that are not wholly-owned.
Loss on extinguishment of debt — The loss on extinguishment of debt was primarily due to debt issuance costs of $32 million during the fiscal year ended September 30, 2022. Benefit (provision) for income taxes — The effective tax rate for the year ended September 29, 2023 was 5.6%, as compared to (21.9)% for the year ended September 30, 2022.
(Provision) benefit for income taxes — The effective tax rate for the year ended October 3, 2025 was 48.7%, as compared to 32.5% for the year ended September 27, 2024.
There is no assurance that all backlog will result in future revenues being recognized, and the backlog balance is subject to increases or decreases based on the execution of new contracts, contract modifications or extensions, deobligations, early terminations, and other factors.
The Company's backlog, by reportable segment and in total, consisted of the following (in millions): For the years ended October 3, 2025 September 27, 2024 DS GES Total DS GES Total Funded backlog $ 2,634 $ 2,951 $ 5,585 $ 3,736 $ 3,828 $ 7,564 Unfunded backlog 17,989 23,570 41,559 15,148 22,258 37,406 Total backlog $ 20,623 $ 26,521 $ 47,144 $ 18,884 $ 26,086 $ 44,970 There is no assurance that all backlog will result in future revenues being recognized, and the backlog balance is subject to increases or decreases based on the execution of new contracts, contract modifications or extensions, deobligations, early terminations, and other factors.
Cost of revenues — The increase in cost of revenues was primarily driven by increased revenue volume. As a percentage of revenues, cost of revenues was 90.1% and 90.0% for the years ended September 29, 2023 and September 30, 2022, respectively.
Results of Operations September 27, 2024 vs September 29, 2023 Revenues — The increase in revenues was primarily attributable to new contract awards and growth on existing programs. Cost of revenues — The increase in cost of revenues was primarily driven by increased revenue volume.
Removed
The U.S. federal government fiscal year (“GFY”) 2024 appropriations bill was passed by Congress and signed by President Biden in March 2024. The final bill was consistent with the Fiscal Responsibility Act of June 2023. Defense discretionary spending saw a 3.3% increase to $886 billion, while non-defense discretionary spending remained flat at $703 billion.
Added
The DS segment provides advanced digital and data-driven solutions including intelligence analytics, space system development, cybersecurity, and next generation IT across the federal government and commercial clients. The GES segment provides large-scale environmental remediation, nuclear power solutions, platform engineering, sustainment and supply chain management across all 7 continents for the U.S. government and allied nations.
Removed
The GFY 2025 budget request was submitted to Congress in March 2024 and maintained the levels set in the Fiscal Responsibility Act. The budget request would increase defense discretionary spending from $886 billion to $895 billion and non-defense discretionary spending from $704 billion to $711 billion.
Added
In May 2025, the President’s U.S. federal government fiscal year (“GFY”) 2026 budget request was submitted to Congress.
Removed
The budget request also includes a $25 billion increase to Department of Defense (“DOD”) spending. With the existing continuing resolution set to expire on December 20, 2024, Congress faces the decision of either passing another short-term continuing resolution or approving the 2025 funding bills before the year's end.
Added
As compared to the GFY 2025 budget, the GFY 2026 budget request maintained defense discretionary spending at $892 billion, reduced non-defense discretionary spending by approximately 21% to $557 billion, and increased GFY 2026 defense spending to $1.01 trillion, an increase of 13% from the GFY 2025 enacted level.
Removed
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a new 15% global minimum tax framework (“Pillar Two”). Many governments around the world have enacted or are in the process of enacting Pillar Two legislation.
Added
Final appropriations legislation for GFY 2026 was not passed as of October 1, 2025, the first day of GFY 2026, and the federal government shut down most agencies of the federal government until November 12, 2025, when a continuing resolution was passed to reopen the federal government and provide funding through January 30, 2026.
Removed
We are evaluating the potential impact of the rules but currently do not expect them to have a material impact.
Added
Under the Trump administration, the Department of Government Efficiency was created, the One Big, Beautiful Bill Act was passed which made certain tax cuts permanent, reduced healthcare spending and increased spending related to border security, defense, NASA and energy production, and the U.S.
Removed
Results of Operations September 29, 2023 vs September 30, 2022 Revenues — The increase in revenues was primarily attributable to a full year of performance on legacy PAE contracts contributing $0.9 billion as well as new contract awards and growth on existing programs of $0.5 billion, partially offset by the completion of certain contracts which totaled $1.2 billion, including a follow-on contract which transitioned from a consolidated joint venture to an equity method investment.
Added
Government is in the process of, or has announced its intent to, increase 44 current tariffs, impose additional tariffs, and expand tariffs on goods imported from various countries into the United States. We continue to monitor the actions of the administration which could result in a change to budgetary priorities or impact federal government procurement timing.
Removed
Goodwill impairment charges — During the fiscal years ended September 29, 2023 and September 30, 2022, we performed goodwill impairment tests which concluded that the carrying value of a reporting unit exceeded fair value. As a result, non-cash impairment charges of $186 million and $108 million were recognized during the years ended September 29, 2023 and September 30, 2022, respectively.
Added
Although a limited number of our contracts for the U.S. Government have been affected by changes in budgetary priorities by the administration, the impact has not been material to date.
Removed
Interest expense and other, net — The increase in interest expense and other, net was primarily due to additional interest on the new first and second lien borrowings obtained to acquire PAE, an increase in interest rates on our variable rate debt, and a reduced benefit from our interest rate swaps.
Added
Decreases in, or delays in approving, the federal government’s budget, decreases in government spending on the types of programs that we support, delays in government contract awards, and pauses on government contracts on which we are currently performing could have an adverse impact on our business.
Removed
The Revolver and the Term Loan mature on September 27, 2029 and September 27, 2031, respectively. The Term Loan requires quarterly principal amortization payments of $9 million with the remainder of the principal thereunder being due at maturity.
Added
Market Environment We believe our scale, breadth of capabilities, and depth of experience give us a robust understanding of our customers’ evolving needs. Given our portfolio diversity, we believe our total addressable market, and associated growth rate, is sufficient to support our strategic growth plans.
Removed
Net cash used in investing activities decreased by $1,770 million primarily as a result of the acquisition of PAE in fiscal year 2022. Net cash used in financing activities changed by $1,836 million primarily as a result of new borrowings associated with the acquisition of PAE partially offset by repayment of the Tranche 2 Term Loan (as defined below).
Added
Specifically, we believe we are well positioned to continue to win new business driven by the following trends in our addressable market: • Increasing demand for outsourced services and solutions with federal government customers; • Increased global demand for clean and environmentally sustainable solutions; • Increased spending on government-wide modernization priorities; • Increasing government focus on near-peer competitors and other nation state threats; • Increasing discretionary spending for Indo-Pacific regional activities and initiatives; and • Increased investment in advanced technologies (e.g., hypersonics, microelectronics, unmanned, electromagnetic spectrum).
Removed
Cash used in financing activities during the year ended September 29, 2023 was primarily used toward debt repayments.
Added
Cost of revenues — The increase in cost of revenues was primarily attributable to the increased revenues volume from the merger with CMS.
Removed
Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may materially differ from the estimates.
Added
SG&A as a percentage of revenues increased to 4.3% for the year ended October 3, 2025 from 4.2% for the year ended September 27, 2024 primarily due to the merger with CMS and an increase in acquisition, transaction and integration costs.
Removed
We believe the following accounting policies require significant judgment due to the complex nature of the underlying transactions: Revenue Recognition The Company generates revenue from service arrangements primarily with the U.S. government, including subcontracts with other contractors performing work for the U.S. government. The Company also serves state, local and foreign governments and commercial customers.
Added
Interest expense and other, net — The decrease in interest expense and other, net was primarily due to the reduction to our Term Loan principal balance as compared to the year ended September 27, 2024 combined with a decrease in interest rates, partially offset by the interest incurred on our Senior Notes during the fiscal year ended October 3, 2025.
Removed
We account for a contract when the parties have approved the contract and are committed to perform their respective obligations, the rights of each party and the payment terms are identified, the contract has commercial substance, and collectability is probable.
Added
Loss on extinguishment of debt — The loss on extinguishment of debt for the year ended October 3, 2025 was due to $722 million of voluntary principal payments on the Term Loan.
Removed
To determine the proper revenue recognition, we assess whether the distinct goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations.
Added
The loss on extinguishment of debt for the year ended September 27, 2024 was due to a loss on the debt modification of $14 million and debt issuance costs of $31 million.
Removed
The majority of our contracts have a single performance obligation as the promise to transfer the respective goods or services is not separately identifiable from other promises in the contract and is therefore not distinct. We also evaluate whether modifications to existing contracts should be accounted for as part of the original contract or as a separate contract.
Added
Gain on acquisition of controlling interest — The gain on acquisition of controlling interest was primarily due to the acquisition of a joint venture which was accounted for as a business combination achieved in stages, in which the Company’s previously held equity interest in the joint venture was remeasured to fair value, resulting in a gain of $69 million during the fiscal year ended September 27, 2024.
Removed
Contract modifications that create new enforceable rights and obligations are accounted for prospectively. Contract modifications that do not add distinct goods or services are accounted for through cumulative catch-up adjustments. Contract modifications that add distinct goods or services and increase the contract value by an amount that reflects the standalone selling price are accounted for as separate contracts.
Added
Segment Results for the Years Ended October 3, 2025, September 27, 2024 and September 29, 2023 The primary financial performance measures we use to manage our reportable segments and monitor results of operations are Revenues and Adjusted EBITDA.
Removed
We measure our progress towards completion using an input measure of total costs incurred divided by total costs expected to be incurred. 51 Revenues on cost-plus-fee contracts are recorded as contract allowable costs are incurred and fees are earned.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe have the ability to manage these fluctuations in part through interest rate swaps on our variable rate debt. We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $1.90 billion related to a portion of our variable rate debt.
Biggest changeWe have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $1.6 billion related to a portion of our variable rate debt. With every one percent fluctuation in the applicable interest rates, interest expense on our variable rate debt for the year ended October 3, 2025 would have fluctuated by approximately $38 million. 52
All remaining balances under the Term Loan, and any additional amounts that may be borrowed under the Revolver, are currently subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rates, interest expense on our variable rate debt for the year ended September 27, 2024 would have fluctuated by approximately $42 million. 53
Item 7A. Quantitative and Qualitative Disclosure About Market Risk The remaining balance under the Term Loan, and any additional amounts that may be borrowed under the Revolver, are currently subject to interest rate fluctuations. We have the ability to manage these fluctuations in part through interest rate swaps on our variable rate debt.
Removed
Quantitative and Qualitative Disclosure About Market Risk Prior to the Transaction, the interest rates on both of our first lien credit agreement, which consisted of a $1,090 million first lien tranche 1 term facility and a $2,266 million first lien tranche 3 term facility (collectively, the “Prior First Lien Term Facilities”), and our second lien credit agreement, which consisted of a $335 million second lien tranche 1 term facility and a $550 million second lien tranche 2 term facility (collectively, the “Second Lien Term Facilities”), were affected by changes in market interest rates.
Removed
On September 27, 2024, in connection with the consummation of the Transaction, we repaid all outstanding borrowings under the Prior First Lien Term Facilities and the Second Lien Term Facilities and entered into the New Credit Facility, which provides for the Term Loan and Revolver.