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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.
−Removed: • 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.
+Added: • 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.
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• 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.
−Removed: • 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.
+Added: • 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.
−Removed: • If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations.
+Added: • 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.
+Added: • Uncertainty over global tariffs, or the financial impacts of tariffs, may negatively impact our results.
Risks Related to International Operations
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• An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations.
−Removed: • Our business strategy relies in part on acquisitions and strategic investments to sustain our growth.
+Added: • Our business strategy relies in part on acquisitions and strategic investments to sustain our growth, as well as targeted divestitures.
These transactions present certain risks and uncertainties.
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federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.
−Removed: • 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.
+Added: • 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.
Risks Related to Our Indebtedness and Credit Markets
−Removed: • We have a significant amount of indebtedness (including associated covenants) could adversely affect our financial condition or decrease our business flexibility.
+Added: • 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.
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Risks Related to the Transaction
−Removed: • 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.
+Added: • 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.
−Removed: 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.
+Added: 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.
−Removed: • 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 Our Common Stock
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• Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock.
−Removed: • 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.
+Added: • A significant number of shares of our common stock may be sold or otherwise disposed of, which may cause our stock price to decline.
• Our stock price may be volatile.
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• 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.
−Removed: • 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.
+Added: • We may be affected by market or regulatory responses to climate change.
Risks Related to our Business and Industry
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federal government is our primary customer, with revenues from U.S.
−Removed: federal government contracts, either as a prime contractor or a subcontractor, with agencies including the DOD, U.S.
+Added: federal government contracts, either as a prime contractor or a subcontractor, with agencies including the DOW, U.S.
Intelligence Community, NASA and the DOE.
−Removed: federal government represented 90% of our revenues for the year ended September 27, 2024 (“fiscal year 2024”).
+Added: federal government represented 81% of our revenues for the year ended October 3, 2025 (“fiscal year 2025”).
We expect that U.S.
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If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted.”
−Removed: • We may not be awarded government contracts because of existing policies designed to protect small businesses and under-represented minorities.
−Removed: As a result, we would not be eligible to perform as a prime contractor on those programs and in general would be restricted to no more than 49% of the work as a subcontractor on those programs.
−Removed: An increase in the amount of procurements under the Small Business Administration set-aside programs may impact our ability to bid on new procurements as a prime contractor or restrict our ability to recompete on incumbent work that is placed in the set-aside programs.
−Removed: In addition, even if we are qualified to work on a U.S.
−Removed: federal government contract, we may not be awarded the contract because of existing government policies designed to assist small businesses and other designated classifications of businesses.
−Removed: • Government contracts are subject to specific procurement regulations and a variety of other socio-economic requirements, which affect how we transact business with our customers and, in some instances, impose additional costs on our business operations.
+Added: • Government contracts are subject to specific procurement regulations, which affect how we transact business with our customers and, in some instances, impose additional costs on our business operations.
For example, for contracts with the U.S.
−Removed: 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.
+Added: 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.
Government contracts also contain terms that may expose us to heightened levels of risk and potential liability than non-government contracts.
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As a result, investors may have less insight into our business with respect to these programs.
+Added: • We may not be awarded government contracts because of existing policies designed to protect small businesses and small businesses with certain socio-economic conditions.
+Added: As a result, we would not be eligible to perform as a prime contractor on those programs and in general would be restricted to no more than 49% of the work as a subcontractor on those programs.
+Added: An increase in the amount of procurements under the Small Business Administration set-aside programs may impact our ability to bid on new procurements as a prime contractor or restrict our ability to recompete on incumbent work that is placed in the set-aside programs.
Negative press reports or publicity, which could pertain to employee or subcontractor misconduct, conflicts of interest, termination of a contract or task order, poor contract performance, legal violations or investigations, deficiencies in services, reports or other deliverables, information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation with the U.S.
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Due to the sensitive nature of our work and our confidentiality obligations to our customers, we may be unable or limited in our ability to respond to such negative publicity.
−Removed: 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.
+Added: In addition, the mishandling or the perception of mishandling sensitive information, such as our failure to maintain the confidentiality of the existence of our
+Added: 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.
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To the extent our performance under a contract does not meet a government agency’s expectations, the customer might seek to terminate the contract prior to its scheduled expiration date, provide a negative assessment of our performance to government-maintained contractor past-performance data repositories, fail to award us additional business under existing contracts or otherwise, and direct future business to our competitors.
−Removed: If we were suspended or debarred from contracting with the federal government or any significant agency including the DOD, U.S.
+Added: If we were suspended or debarred from contracting with the federal government or any significant agency including the DOW, U.S.
Intelligence Community, NASA and the DOE, if our reputation or relationship with government agencies was impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, financial condition and results of operations would be materially and adversely affected.
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federal government, impair our objectivity in performing contract work or provide us with an unfair competitive advantage.
−Removed: OCIs, and any OCIs that may develop, could preclude our competition for or performance on a significant contract, which could limit our opportunities.
+Added: 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.
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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.
−Removed: 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.
+Added: 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.
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Further, the negative publicity that could arise from disagreements with our customers or sanctions as a result thereof could have an adverse effect on our reputation in the industry, reduce our ability to compete for new contracts and may also have a material adverse effect on our business, financial condition and operating results.
−Removed: See Risk Factor “—Our professional reputation and relationships with government agencies are critical to our business, and any harm to our reputation or relationships could decrease the amount of business that governments do with us, which could have a material adverse effect on our business, financial condition and results of operations.”
−Removed: 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 awards may materially adversely affect our business, financial condition and results of operations.
+Added: 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 awards may materially adversely affect our business, financial condition and results of operations.
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.
−Removed: If Congressional efforts to approve such funding fail, and Congress is unable to craft a long-term agreement on the U.S.
+Added: 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.
−Removed: Any such delays would likely result in new business initiatives being delayed or canceled and a reduction in our backlog, and could have a material adverse effect on our revenue, cash flow and operating results.
+Added: Any such delays would likely result in new business initiatives being delayed or canceled and a reduction in our backlog, and could have
+Added: a material adverse effect on our revenue, cash flow and operating results.
The delay or cancellation of key programs or the delay of contract payments may have a material adverse effect on our revenue and operating results.
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federal government spending are difficult to predict and subject to significant risk.
−Removed: Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the new U.S.
+Added: Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S.
presidential administration and Congress and what challenges budget reductions will present for us and our industry generally.
−Removed: For example, on November 12, 2024, President-elect Trump announced a planned advisory commission, the “Department of Government Efficiency” to reform federal government processes and reduce expenditures.
Pressures on and uncertainty surrounding the U.S.
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A significant decline in overall U.S.
−Removed: federal government spending, including
−Removed: the areas of national security, intelligence and homeland security, a significant shift in U.S.
+Added: 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.
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A reduction in the amount of governmental funding available could materially affect our results of operations.
−Removed: A significant portion of our revenue is derived from task orders under IDIQ contract vehicles where we perform in either a prime or subcontractor position.
−Removed: IDIQ contracts are often used by customers, including the U.S.
−Removed: federal government, to obtain commitments from contractors to provide certain services or solutions on pre-established terms and conditions.
−Removed: These contracts often contain multi-year terms and unfunded ceiling amounts that allow but do not commit the U.S.
−Removed: federal government to purchase products and services from contractors.
−Removed: Our ability to generate revenue under these types of contracts depends on our ability to be awarded task orders to purchase the specific services or solutions needed.
−Removed: IDIQ contracts are awarded to one or more contractors following a competitive procurement process.
−Removed: Under a single award IDIQ contract, all task orders under that contract are awarded to one pre-selected contractor.
−Removed: Under a multi-award IDIQ contract, task orders can be awarded to any of the preselected contractors.
−Removed: Multiple contractors must often compete under multiple award IDIQ contracts for task orders to provide particular services, and contractors earn revenue only to the extent that they successfully compete for these task orders.
−Removed: A failure to be awarded task orders or to win new task orders to replace lost or expiring task orders under such contracts would have a material adverse effect on our business, financial condition and results of operations.
−Removed: In addition, our ability to maintain our existing business and win new business depends on our ability to maintain our prime and subcontractor positions on these contracts.
−Removed: The loss, without replacement, of certain of these contract vehicles could have a material adverse effect on our ability to win new business.
We engage in a highly competitive business.
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Our revenues depend on new contract awards.
−Removed: 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.
+Added: 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
It is particularly difficult to predict whether or when we will receive contracts for large-scale projects as these contracts frequently involve a lengthy and complex procurement and selection process, which is affected by a number of factors, such as market conditions or environmental and other governmental approvals.
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Revenues derived from fixed-price contracts represented 24% of our revenues for fiscal year 2025.
−Removed: For fixed-price contracts, we may benefit from any cost-savings, but we bear greater risk of paying some, if not all, of any cost
−Removed: 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.
+Added: 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
+Added: 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.
We may present change orders and claims to our customers, subcontractors and vendors for, among other things, additional costs exceeding the original contract price.
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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.
−Removed: As of September 27, 2024, backlog was $45.0 billion.
+Added: 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.
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Accordingly, the contracts in backlog, assuming they produce the revenues currently expected, may not generate gross margins at the rates we have realized in the past.
−Removed: 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.
+Added: 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
+Added: 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 provide services that are subject to professional standards and qualifications, including providing services that are based on our professional engineering expertise, as well as our other professional credentials.
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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.
−Removed: With a workforce of over 53,000 people globally, we are also party to labor and employment claims in the normal course of business.
+Added: With a workforce of approximately 50,000 people globally, we are also party to labor and employment claims in the normal course of business.
Certain of these claims relate to allegations of harassment and discrimination, pay equity, denial of benefits, wage and hour violations, whistleblower protections, concerted protected activity, and other employment protections, and may be pursued on an individual or class action basis depending on applicable laws and regulations.
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Pending or future claims against us could result in professional liability, product liability, criminal liability, warranty obligations, default under our credit agreement and other liabilities which, to the extent we are not insured against a loss or our insurer fails to provide coverage, could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.
−Removed: We are dependent on third parties to complete many of our contracts.
−Removed: We hire third-party subcontractors to perform a significant amount of the work under our contracts.
−Removed: We also rely on third-party equipment manufacturers or suppliers to provide much of the equipment and materials used for projects.
−Removed: If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project will be impaired.
−Removed: If we are not able to locate qualified third-party subcontractors or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a fixed-price contract, we may suffer losses on these contracts.
−Removed: If a subcontractor, supplier, or manufacturer fails to provide services, supplies, parts or equipment as
−Removed: required under a contract for any reason, or fails to provide such services, supplies, parts or equipment in accordance with applicable quality standards as required by the contract or regulation, we will be required to source these services, equipment, parts or supplies from other third parties on a delayed basis or on less favorable terms, which could impact contract profitability and/or could result in claims against us for damages.
−Removed: We are subject to disputes with our subcontractors from time to time relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a contract.
−Removed: In addition, faulty workmanship, equipment or materials would likely impact the overall project, which could result in claims against us for failure to meet required project specifications.
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.
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Such misconduct includes the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, regulations pertaining to export control, environmental laws, employee wages, pay and benefits, and any other applicable laws or regulations.
−Removed: For example, we routinely provide services that may be highly sensitive or that relate to critical national security matters;
+Added: For example, we routinely provide services that may be highly sensitive
+Added: 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.
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In the event we are unable to maintain or improve the efficiency and efficacy of our systems, the operation of such systems could result in the material loss, corruption, or release of data.
+Added: Further, a significant percentage of our employees continue to work under remote or hybrid working arrangements, which may pose additional data security risks.
+Added: These risks will continue as we continue to operate both remote and hybrid arrangements for employees.
+Added: If we experience compromises to security that result in performance or availability problems, our customers may lose trust and confidence in us.
In addition, our computer and communication systems and operations could be damaged or interrupted by natural disasters, force majeure events, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error or similar events or disruptions.
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While we have security measures and technology in place designed to protect our and our customers’ proprietary, classified and other protected information, there can be no assurance that our efforts will prevent all threats to our computer systems.
−Removed: Recently, the U.S.
−Removed: federal government has raised concerns about a potential increase in cyber-attacks generally as a result of the military conflict between Russia and Ukraine and the related sanctions imposed by the United States and other countries.
+Added: Military action and conflicts and geopolitical shifts raise concerns about a potential increase in cyber-attacks generally as a result of the military conflict, including as between Russia and Ukraine, and related sanctions imposed by the United States and other countries.
In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
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For additional information on the regulatory requirements governing data privacy and security, see “Risks Related to Regulatory Compliance—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.”
−Removed: If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations.
+Added: 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.
The Price-Anderson Nuclear Industries Indemnity Act, commonly called the Price-Anderson Act (“PAA”), is a U.S.
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We offer similar services in other jurisdictions outside the U.S.
−Removed: 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.
+Added: 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
+Added: 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 protections and indemnifications, however, may not cover all of our liabilities that could arise in our performance of these services.
To the extent the PAA or other protections and indemnifications do not apply to our services, the cost of losses associated with liability not covered by the available protections and indemnifications, or by virtue of our loss of business because of these added costs could have a material adverse impact on our business, financial condition and results of operations.
+Added: In addition, certain of our contracts provide a wide range of nuclear services to the U.S.
+Added: If the policies of those governments were to de-emphasize nuclear matters, it may have a material adverse impact on our business, financial condition and results of operations.
+Added: Uncertainty over global tariffs, or the financial impact of tariffs, may negatively impact our results.
+Added: Our business could be adversely impacted by changes in the U.S.
+Added: Government’s approach to tariffs and other trade policies.
+Added: As a result of major U.S.
+Added: Government trade policy changes announced by President Trump, there is currently significant uncertainty with respect to tariffs that may impact our supply chain.
+Added: New or increased tariffs for imports into the United States, as well as new or increased tariffs or trade bans imposed by other countries, could have an adverse effect on both our U.S.
+Added: and international operations due to increased costs of materials, disruptions or delays in deliveries, and greater difficulty in planning and operating our business.
+Added: While our business in the U.S.
+Added: primarily provides labor services to our customers, some of our U.S.
+Added: work involves providing goods that may be subject to tariffs.
+Added: work could also be impacted by greater costs for goods sourced from the U.S.
+Added: due to increased tariffs imposed by other countries.
+Added: To date, the Company has not experienced a material negative impact from the recent changes in tariff policies.
+Added: Although we plan to continue to monitor trade policy developments closely and to mitigate the adverse impacts of any changes where possible, we may not be able to fully mitigate such impacts in all situations.
Risks Related to International Operations
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• 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;
+Added: • recent geopolitical tensions and conflict between the U.S.
+Added: 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;
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The lack of a well-developed legal system in some of these countries may make it difficult to enforce our contractual rights.
−Removed: 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
−Removed: with local laws, and present risks to our reputation.
+Added: 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.
Additionally, recent events, including changes in U.S.
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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.
−Removed: 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).
+Added: 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).
Failure to comply with any of the foregoing laws, regulations and policies could result in civil and criminal, monetary and non-monetary penalties, as well as damage to our reputation.
−Removed: 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.
+Added: 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.
While these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect our business, results of operations and reputation.
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We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs.
−Removed: 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.
+Added: 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.
In those locations where we have employees or operations, we may expend significant efforts and incur substantial security costs to maintain the security of our personnel.
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Because we have grown in part through acquisitions, goodwill and intangible assets represent a substantial portion of our assets.
−Removed: As of September 27, 2024, we have $5.6 billion of goodwill, representing 46.4% of the total assets of $12.0 billion.
+Added: As of October 3, 2025, we have $5.7 billion of goodwill, representing 49.8% of the total assets of $11.5 billion.
GAAP, we are required to test goodwill carried in our Consolidated Balance Sheets for possible impairment on an annual basis, and whenever events occur, or circumstances change, that indicate impairments could exist and that the carrying value of such goodwill may not be recoverable, based upon a fair value approach.
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If the fair value of our reporting units is less than their carrying value, we could be required to record an impairment charge.
−Removed: For example, we recorded non-cash impairment charges of $186.0 million and $108.0 million in fiscal year 2023 and fiscal year 2022, respectively.
The amount of any impairment could be significant and could have a material adverse impact on our financial position and results of operations for the period in which the charge is taken.
For a further discussion of goodwill impairment testing, please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
−Removed: Our business strategy relies in part on acquisitions and strategic investments to sustain our growth.
+Added: Our business strategy relies in part on acquisitions and strategic investments to sustain our growth, as well as targeted divestitures.
These transactions present certain risks and uncertainties.
Our business strategy involves growth through, among other things, the acquisition of, and strategic investments in, other companies.
+Added: We also engage in portfolio shaping through divestitures.
These transactions, as well as transactions we may engage in in the future, present a number of risks, including:
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• difficulties relating to assimilating the leadership, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;
−Removed: • 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;
−Removed: • 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.
+Added: • increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial and non-financial reporting and internal controls;
+Added: • 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;
+Added: • 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;
+Added: • 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.
While we may obtain indemnification rights from the sellers of acquired businesses and/or insurance that could mitigate certain of these risks, such rights may be difficult to enforce, the losses may exceed any dedicated escrow funds and the indemnitors may not have the ability to financially support the indemnity, or the insurance coverage may be unavailable or insufficient to cover all losses.
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Moreover, we may not continue to successfully expand or the growth or expansion may not result in profitability.
−Removed: In addition, we may not continue to locate suitable acquisition or investment targets or may not be able to consummate any such transactions on terms and conditions acceptable to us.
+Added: In addition, we may not locate suitable acquisition or investment targets or may not be able to consummate any such transactions on terms and conditions acceptable to us.
Existing cash balances and cash flows from operations, together with borrowing capacity under our senior secured credit facility, may be insufficient to make acquisitions and/or strategic investments.
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federal government contracting, increase our performance and compliance costs and are regularly evolving.
−Removed: We are subject to and expected to perform in compliance with a vast array of federal and state civil and criminal laws, including:
+Added: 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);
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We conduct business in certain identified growth areas, such as national security and national intelligence, that are highly regulated and may expose us to increased compliance risk.
−Removed: 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.
+Added: 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.
federal government contract violations could result in the imposition of civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S.
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federal government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors.
−Removed: 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.
−Removed: Federal and state laws, regulations and mandates relating to climate change that require GHG remissions reductions, carbon-free electricity, net-zero emissions from vehicles, buildings, procurement and operations or similar initiatives could diminish or weaken our ability to obtain new contracts or garner renewals.
−Removed: As a government services provider, we anticipate that requirements around supply chain management and specific procurement strategies to reduce contractor GHG emissions and GHG emissions associated with products used or acquired could impair us from effectively competing.
−Removed: Further, requirements around the disclosure of GHG emissions, particularly Scope 3 emissions, emission reduction targets, climate change related-risks and other climate change initiatives may lead us to expend substantial management resources and related costs for external support that could potentially have a negative impact on our business and our ability to secure certain contracts or contract renewals.
−Removed: New, rapidly shifting or revised government policies relating to such matters could have an equally adverse effect on us, as a government contractor.
+Added: Legislation, regulations and initiatives dealing with procurement reform, including changes in the FAR, deterrence of fraud, and stricter environmental compliance or
+Added: sustainability requirements could have an adverse effect on us.
Moreover, shifts in the buying practices of U.S.
−Removed: federal government agencies (such as increased usage of fixed-price contracts, multiple award contracts and small business set-aside contracts) could have adverse effects on government contractors, including us.
+Added: federal government agencies (such as increased usage of fixed-price contracts and multiple award contracts) could have adverse effects on government contractors, including us.
Any of these changes could impair our ability to obtain new contracts or contract renewals.
−Removed: Any new contracting requirements or procurement methods, including those related to climate change, could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition and results of operations.
−Removed: 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.
−Removed: 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.
+Added: Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition and results of operations.
+Added: 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.
+Added: 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.
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To the extent that we do not comply with applicable security and control requirements, and there is unauthorized access to or disclosure of sensitive information (including personal information), this could potentially result in a contract termination or information security issues, which could materially and adversely affect our business and financial results and lead to reputational harm.
−Removed: 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.
+Added: 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.
In addition, our subcontractors, and in some cases our vendors, also may be required to adhere to the CMMC program requirements and, potentially, to achieve certification.
Should our supply chain fail to meet compliance requirements or achieve certification, this may adversely affect our ability to receive awards or execute on relevant government programs.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
The overarching complexity of data privacy and security laws and regulations around the world poses a compliance challenge that could manifest in costs, damages or liability in other forms as a result of failure to implement proper programmatic controls, failure to adhere to those controls, or the breach of applicable data privacy and security requirements by us, our employees, our business partners (including our service providers, suppliers or subcontractors) or our customers.
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We may also incur substantial expenses in implementing and maintaining compliance with such laws, regulations and other obligations.
+Added: Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks.
+Added: There is increased scrutiny from governmental organizations, customers, and employees on companies’ sustainability practices and disclosures.
+Added: 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
+Added: our attractiveness as an investment, service provider, employer, or business partner.
+Added: 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.
+Added: 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.
+Added: 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.
Risks Related to Our Indebtedness and Credit Markets
−Removed: We have a significant amount of indebtedness, which could adversely affect our financial condition or decrease our business flexibility.
−Removed: On August 13, 2024, the Company completed an offering of $1.0 billion in aggregate principal amount of 7.250% senior notes due August 1, 2032.
−Removed: Additionally, on September 27, 2024, we entered into a new first lien credit agreement, including a new senior secured credit facility which provided for a $3,750.0 million term loan facility and a $850.0 million revolving credit facility.
+Added: We have a significant amount of indebtedness (including associated covenants), which could adversely affect our financial condition or decrease our business flexibility.
+Added: The Credit Facility consists of our term facility maturing on September 27, 2031 and our revolving facility maturing on September 27, 2029.
+Added: 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.
Our level of indebtedness could have important consequences, including, but not limited to:
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Each financial institution that is part of the syndicate for the revolving facility is responsible on a several, and not joint, basis for providing a portion of the loans to be made under the revolving facility.
−Removed: If any financial institution or group of financial
−Removed: 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.
+Added: 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.
Our ability to service our indebtedness will depend on our future operating performance and financial results, which will be subject, in part, to factors beyond our control, including interest rates and general economic, financial and business conditions.
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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.
−Removed: For example, the benefits from the Transaction may be offset by costs incurred in integrating the businesses.
−Removed: Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk
−Removed: factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.
+Added: For example, some of the benefits from the Transaction are being and may be offset by costs incurred in integrating the businesses.
+Added: 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.
Any contractual arrangements may be on less favorable terms than the existing arrangements from which the Company benefits, may not efficiently mitigate dis-synergies arising from the Transaction, and may be inadequate to provide for the ongoing operation and growth of our business, preserve continuity for customers, deliver key capabilities or otherwise provide for continued cooperation in relevant business areas.
−Removed: The integration following the Transaction may present significant challenges, and the failure to successfully integrate could have a material adverse effect on our business, financial condition or results of operations.
−Removed: There is a significant degree of difficulty inherent in the integration process.
−Removed: These difficulties include:
−Removed: • the integration of the CMS Business while carrying on the ongoing operations of all businesses;
−Removed: • managing a significantly larger company than before the consummation of the Transaction;
−Removed: • creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters;
−Removed: • the ability to ensure the effectiveness of internal control over financial reporting across the Company;
−Removed: • integrating certain information technology, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems;
−Removed: • the potential difficulty in retaining key officers and personnel.
−Removed: The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of the Company.
−Removed: Members of the Company's senior management may be required to devote considerable amounts of time to this integration process, which could decrease the time they have to manage and serve our business or develop new products or strategies.
−Removed: If the Company's senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the Company could be materially adversely affected.
−Removed: The CMS Business may not be successfully integrated.
−Removed: The failure to do so could have a material adverse effect on our business, financial condition or results of operations.
If the distribution in connection with the Transaction does not qualify as a transaction that is tax-free for U.S.
−Removed: 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.
+Added: 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.
The consummation of the distribution was conditioned upon, among other things, the receipt by Jacobs of (1) the IRS ruling and (2) the distribution tax opinions from outside counsel and an accounting firm.
−Removed: 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.
+Added: 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
+Added: to rely on the IRS ruling.
In addition, the distribution tax opinions are based on, among other things, the IRS ruling as to the matters addressed by such ruling, current law and certain representations made by Jacobs and Amentum and certain assumptions.
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holder’s basis in its Jacobs common stock.
−Removed: Further, if Jacobs undertakes a clean-up distribution, each U.S.
+Added: Further, for any clean-up distributions by Jacobs, 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.
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For purposes of Section 355(e) of the Code, any acquisitions of Jacobs or Amentum stock, directly or indirectly, within the period beginning two years before the distribution and ending two years after the distribution are generally presumed to be part of such a plan, although Jacobs may, depending on the facts and circumstances, be able to rebut that presumption.
−Removed: 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.
+Added: 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.
However, if the IRS were to determine that other acquisitions of Jacobs stock, either before or after the distribution, or Amentum stock, after the merger, were part of a plan or series of related transactions that included the distribution, such determination could result in the recognition of a significant amount of taxable gain by Jacobs (but not by Jacobs’ shareholders) for U.S.
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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.
−Removed: 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.
+Added: 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 particular, for a two-year period following the distribution date, except as described below:
−Removed: • Amentum will continue the active conduct of the CMS Business’s trade or business and the trade or business of certain CMS Business subsidiaries;
−Removed: • Amentum will not voluntarily dissolve or liquidate or permit certain CMS Business subsidiaries to voluntarily dissolve or liquidate;
−Removed: • 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;
−Removed: • Amentum will not engage in, or permit certain CMS Business subsidiaries to engage in, certain mergers or consolidations;
−Removed: • 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;
−Removed: • Amentum will not, and will not permit certain CMS Business subsidiaries to, redeem or repurchase stock or rights to acquire stock;
−Removed: • 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;
−Removed: • 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;
−Removed: • 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;
−Removed: • 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;
−Removed: • 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;
+Added: • Amentum will continue the active conduct of CMS’s trade or business and the trade or business of certain CMS subsidiaries;
+Added: • Amentum will not voluntarily dissolve or liquidate or permit certain CMS subsidiaries to voluntarily dissolve or liquidate;
+Added: • 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
+Added: (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;
+Added: • Amentum will not engage in, or permit certain CMS subsidiaries to engage in, certain mergers or consolidations;
+Added: • 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;
+Added: • Amentum will not, and will not permit certain CMS subsidiaries to, redeem or repurchase stock or rights to acquire stock;
+Added: • 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;
+Added: • 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;
+Added: • 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;
+Added: • 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;
+Added: • 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.
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Moreover, these restrictions could have a material adverse effect on Amentum’s liquidity and financial condition, and otherwise could impair Amentum’s ability to implement strategic initiatives and Amentum’s indemnity obligation to Jacobs might discourage, delay or prevent a change of control that Amentum shareholders may consider favorable.
−Removed: The Transaction could have an adverse effect on our business, financial condition and results of operations.
−Removed: The consummation of the Transaction could disrupt our business in negative ways.
−Removed: For example, customers and other third-party business partners could seek to terminate or renegotiate their relationships with us as a result of the Transaction, whether pursuant to the terms of their existing agreements or otherwise.
−Removed: In addition, our employees may experience uncertainty regarding their future roles with the Company, which might adversely affect our ability to retain, recruit and motivate key personnel.
−Removed: Should they occur, any of these events could adversely affect our business, financial condition and results of operations.
−Removed: We have incurred significant costs related to the Transaction and the transition to becoming a standalone public company, which could have a material adverse effect on our liquidity, cash flows and operating results.
−Removed: We have incurred significant one-time costs in connection with the Transaction and the transition to a standalone public company, which may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management personnel who are new to the Company, tax costs and costs to separate information systems, and such costs or other dis-synergies arising from the separation (including costs of related restructuring or financing transactions) may exceed anticipated amounts.
−Removed: These costs have been, and will continue to be, substantial and will be borne by us.
−Removed: A substantial portion of these one-time costs include transaction-related fees and expenses and include, among others, antitrust- and foreign investment law-related filing fees, SEC filing fees relating to the Transaction, and printer costs in connection with the filing of the registration statements.
−Removed: While we have funded these one-time costs using cash from operations and/or borrowings under our senior secured credit facility, these costs could negatively impact our liquidity, cash flows and results of operations.
−Removed: We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent publicly traded company, and we may experience increased costs due to the Transaction.
−Removed: The CMS Business has historically operated as part of Jacobs’ corporate organization, and Jacobs has provided the CMS Business with various corporate functions.
−Removed: Due to the Transaction, the CMS Business is part of Amentum, and Jacobs has no obligation to provide us with assistance other than the certain services described under transition services agreements.
−Removed: These certain services do not include every service that the CMS Business has received from Jacobs in the past, and Jacobs is only obligated to provide these services for limited periods following the Transaction.
−Removed: Accordingly, we will need to provide internally or obtain from unaffiliated third parties certain services the CMS Business currently receives from Jacobs following the end of the term of the transition services agreement or project services agreement, as applicable.
−Removed: These services include IT, tax administration, accounting, benefits administration, legal and compliance administration, the effective and appropriate performance of which are critical to our operations.
−Removed: We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from Jacobs which could adversely affect our business.
−Removed: As part of Jacobs, the CMS Business has benefited from Jacobs’ size and purchasing power in procuring certain goods and services such as insurance and health care benefits, and technology such as computer software licenses.
−Removed: If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining goods and services, our business, financial condition and
−Removed: results of operations may be adversely affected.
−Removed: See “—The CMS Business may be negatively impacted if we are unable to provide benefits and services, or access to equivalent financial strength and resources, to the CMS Business that historically have been provided by Jacobs.”
−Removed: Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we are subject to as a standalone, publicly traded company.
+Added: Our accounting and other management systems and resources may not be adequate to meet the financial reporting and other requirements to which we are subject as a publicly traded company.
Fulfilling our obligations incident to being a public company and implementing the requirements of and related rules under the Sarbanes-Oxley Act of 2002, is expensive and time-consuming, and any delays or difficulty in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
Other expenses associated with being a public company include increased auditing, accounting, and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees, listing fees, as well as other expenses.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: It also requires an independent registered public accounting firm to
+Added: 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.
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Starting in fiscal year 2025, failure to comply with the Sarbanes-Oxley Act of 2002 could potentially subject us to sanctions or investigations by the SEC, the New York Stock Exchange, or other regulatory authorities.
−Removed: In connection with the Transaction, we are responsible for all the CMS Business assets and liabilities on an “as is,” “where is” basis.
−Removed: Amentum assumed and is responsible for any liabilities that arose relating to the ownership, operations or conduct of the CMS Business following the Transaction.
−Removed: The CMS Business assets were conveyed to us on an “as is” and “where is” basis.
−Removed: Although Jacobs is subject to certain indemnification obligations in favor of the Amentum under the separation and distribution agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by Jacobs of any provision of the transaction documents after the distribution time or specified liabilities of the CMS Business arising prior to the separation and distribution.
−Removed: In addition, although the merger agreement contains certain representations and warranties about Amentum, the representations and warranties were made only as of the times set forth therein and did not survive the effective time of the merger.
−Removed: Accordingly, we will have no remedies with respect to any breach of Amentum and Amentum Equityholder’s representations made in the merger agreement, except for certain rights under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the merger agreement.
−Removed: As such, notwithstanding whether any CMS Business liability or any issue with a CMS Business asset is related to a breach of a representation or warranty in the merger agreement, the CMS Business, and by virtue of the merger, Amentum, bears the full responsibility for any and all CMS Business liabilities and any liabilities, contingencies or other losses with respect to the CMS Business assets due to the completion of the Transaction.
−Removed: To the extent any such CMS Business liabilities are larger than
−Removed: anticipated, or any liability, contingency or loss with respect to a CMS Business asset prohibits the CMS Business from operating as planned, they could have a material adverse impact on the business, financial condition and results of operations of Amentum.
−Removed: The CMS Business may be negatively impacted if we are unable to provide benefits and services, or access to equivalent financial strength and resources, to the CMS Business that historically have been provided by Jacobs.
−Removed: The CMS Business has historically received benefits and services from Jacobs and has benefited from Jacobs’ financial strength and extensive network of service offerings.
−Removed: Due the Transaction, the CMS Business became part of Amentum, and the CMS Business will no longer benefit from Jacobs’ services or financial strength (other than transition services provided pursuant to the transition services agreement) or have access to Jacobs’ extensive business relationships outside of the CMS Business.
−Removed: While Jacobs has agreed to provide certain transition services to the Company for a period of time following the consummation of the Transaction, we may not be able to adequately or timely replace or provide resources formerly provided by Jacobs, or replace them at the same or lower cost.
−Removed: If we are not able to replace the resources provided by Jacobs or are unable to replace them without incurring significant additional costs or are delayed in replacing the resources provided by Jacobs, our results of operations may be negatively impacted.
−Removed: We have no recent operating history as an independent publicly traded company, and the historical financial information of the CMS Business may not be representative of its results if it had been operated as a standalone business or as part of a combined company with Amentum, and as a result, may not be a reliable indicator of future results of the CMS Business as a part of the Company.
−Removed: The financial information of the CMS Business included in this Form 10-K may be materially different from those that would have resulted if the CMS Business had been operated as a standalone company or by a company other than Jacobs.
−Removed: For example, certain costs and expenses attributable to the CMS Business do not necessarily reflect costs and expenses that would be incurred by the CMS Business had it been operated as part of an organization of the nature, size and scale of Amentum, and thus may not reflect costs and expenses that would have been incurred had the CMS Business been operated as a part of Amentum.
−Removed: As a result, the historical financial information of the CMS Business may not be a reliable indicator of the future results of the CMS Business as a part of Amentum, or the results the CMS Business would have historically achieved for the periods indicated therein as a standalone business.
−Removed: We may have been able to receive better terms from unaffiliated third parties than the terms we received in our agreements with Jacobs.
−Removed: We have entered into agreements with Jacobs related to our separation from Jacobs, including the transition services agreement, tax matters agreement, employee matters agreement, project services agreement and any other agreements.
−Removed: Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties.
−Removed: We may have received better terms from unaffiliated third parties.
Certain of our directors and officers may have conflicts of interest because of their former positions with or financial interests in Jacobs.
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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.
−Removed: Our amended and restated certificate of incorporation contain a provision renouncing our interest and expectancy in corporate opportunities.
+Added: Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in corporate opportunities.
Our amended and restated certificate of incorporation provides for the allocation of certain corporate opportunities between us and affiliates of Amentum Equityholder.
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• 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;
−Removed: • 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;
−Removed: • certain of the provisions in our amended and restated certificate of incorporation will require supermajority shareholder approval for amendments;
+Added: • 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;
−Removed: • 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;
+Added: • 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;
• 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.
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Accordingly, shareholders may be limited in the ability to obtain a premium for their shares.
−Removed: 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.
−Removed: We have entered into transition services agreements, tax matters agreement, employee matters agreement, project services agreement and registration rights agreements with Jacobs.
−Removed: If Jacobs is unable or unwilling to satisfy its obligations under these agreements, we could incur operational difficulties or losses.
−Removed: We are in the process of creating systems and services to replace many of the systems and services that Jacobs currently provides to us.
−Removed: However, we may not be successful in implementing these systems and services in a timely manner or at all, we may incur additional costs in connection with, or following, the implementation of these systems and services, and we may not be successful in transitioning data from Jacobs’ systems to ours.
Risks Related to Our Common Stock
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From and after the Fallaway Date, Amentum Equityholder will no longer be entitled to nominate any individuals to the Board of Directors.
−Removed: Amentum Equityholder expects to distribute the shares of our common stock that it holds to its limited partners.
−Removed: 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.
+Added: Amentum Equityholder has distributed the shares of our common stock that it holds to its limited partners.
+Added: 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.
Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock.
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• fluctuations in the spending patterns of our government and commercial customers;
−Removed: federal government budgetary process, including potential government shutdowns;
+Added: federal government budgetary process, including government shutdowns;
• the number and significance of contracts executed during a quarter;
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In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.
−Removed: 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 initially owns, which may cause our stock price to decline.
+Added: A significant number of shares of our common stock may be sold or otherwise disposed of, which may cause our stock price to decline.
Any sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur may cause the market price of our common stock to decline.
−Removed: As of September 27, 2024, we have an aggregate of 243,302,173 shares of common stock issued and outstanding.
−Removed: Shares distributed to Jacobs’ shareholders in the transactions generally are freely tradeable without restriction or further registration under the U.S.
−Removed: Securities Act of 1933, as amended (the “Securities Act”), except for shares owned by our “affiliates,” as that term is defined in Rule 405 under the Securities Act.
+Added: As of October 3, 2025, we have an aggregate of 243,464,776 shares of common stock issued and outstanding.
We cannot predict whether large amounts of our common stock will be sold in the open market.
We are also unable to predict whether a sufficient number of buyers of our common stock to meet the demand to sell shares of our common stock at attractive prices would exist at that time.
−Removed: In addition, Jacobs has determined that it does not intend to retain more than 8%, of the issued and outstanding shares of our common stock after the merger and any post-closing adjustments to the merger consideration, if any.
−Removed: Any additional shares to which Jacobs would otherwise be entitled in excess of 8% of the issued and outstanding shares of our common stock will be distributed, on a pro rata basis, to Jacobs’ shareholders.
−Removed: As the amount of merger consideration was not finally determined by the effective time of the merger, the parties intend to deliver the additional merger consideration (if any) through an escrow holding.
−Removed: Jacobs currently intends to dispose of all the shares of our common stock that it retains after the distribution and the merger, which dispositions may include one or more exchanges for Jacobs debt or distributions to Jacobs’ shareholders.
−Removed: We have agreed that, upon the request of Jacobs or Amentum Equityholder and pursuant to the terms of the stockholders agreement and registration rights agreement, we will use our reasonable best efforts to effect a registration under applicable federal and state securities laws of any shares of our common stock retained by Jacobs or Amentum Equityholder or its limited partners, as applicable, to the extent that it wishes to sell the shares of our common stock it retains in a registered offering.
−Removed: Any dispositions of substantial amounts of our common stock in the public market, including the disposition of the shares held by Jacobs after the merger, or the perception that such dispositions might occur, in connection with the distribution or otherwise, may cause the market price of our common stock to decline.
Our stock price may be volatile.
−Removed: We cannot predict the prices at which our common stock may trade.
The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:
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• general economic conditions and other external factors.
−Removed: 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.
−Removed: Low trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.
+Added: Low trading volume for our stock could amplify the effect of the above factors on our stock price volatility.
Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company.
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We recognize that the forum selection clause in our amended and restated certificate of incorporation may impose additional litigation costs on shareholders in pursuing any such claims, particularly if the shareholders do not reside in or near the State of Delaware.
−Removed: 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.
+Added: 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
+Added: 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.
The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our shareholders.
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Further, the risks caused by climate change span across the full spectrum of the industry sectors we serve.
−Removed: The direct physical risks that climate change poses to infrastructure through chronic environmental changes, such as rising sea levels and
−Removed: temperatures, and acute events, such as hurricanes, droughts and wildfires, exist in each of these sectors.
+Added: 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.
Infrastructure owners could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for our services and solutions.
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The financial and management resources required to achieve and maintain compliance with such regulations may be significant, particularly given the fact that various countries and regions are implementing different, and in some cases conflicting, requirements.
−Removed: We may be unable to achieve our climate commitments and targets.
−Removed: Our climate commitments and related targets are subject to certain risks and uncertainties that are outside of our control, for example:
−Removed: our ability to execute our operational strategies and achieve our goals within the currently projected costs and the expected timeframes;
−Removed: the availability and cost of alternative fuels, global electrical charging infrastructure, off-site renewable energy and other materials and components;
−Removed: unforeseen design, operational and technological difficulties;
−Removed: the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially viable or competitive basis such as carbon sequestration and/or other related processes;
−Removed: compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to GHG emissions, carbon costs or climate-related goals;
−Removed: labor-related regulations and requirements that restrict or prohibit our ability to impose requirements on third-party contractors;
−Removed: our ability to adapt products to customer preferences and customer acceptance of sustainable supply chain solutions;
−Removed: the actions of competitors and competitive pressures;
−Removed: and an acquisition of or merger with another company that has not adopted similar GHG reduction goals or whose progress toward reaching its GHG reduction goals is not as advanced as ours.
−Removed: If we fail to successfully execute our operational strategies and achieve our climate commitments and targets, or we are perceived to have failed in that execution or achievement, we may experience reduced customer demand for our services, or damage our reputation and our customer and other stakeholder relationships.
−Removed: Further, some investors have increased their focus on sustainability matters, including practices related to GHGs and climate change.
−Removed: An increasing percentage of the investment community considers sustainability factors in making investment decisions, and an increasing number of entities are considering sustainability factors in awarding business.
−Removed: If we are unable to meet our climate commitments and targets and appropriately address sustainability enhancement, we may lose investors, customers, or partners, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to compete effectively, all of which would have an adverse effect on our business, results of operations and financial condition.
General Risk Factors
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environmental;
−Removed: nuclear decommissioning;
+Added: nuclear services, including decommissioning, power solutions and new nuclear technologies;
and other general industrial and consumer businesses and sectors.
−Removed: 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
+Added: 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.
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.
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Among the factors that may affect revenue and profits could be unforeseen costs and expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work, and, in the case of certain contracts, repayment to the government customer of contract costs and fee payments we previously received.
−Removed: 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.
+Added: 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.
Artificial intelligence, machine learning, data science and similar technologies (collectively, “AI”) may be enabled by, or integrated into, some of our solutions or may be used in the development of our solutions.
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Inappropriate, biased, discriminatory, illegal or otherwise wrongful practices by data scientists, engineers, and end-users of our systems or elsewhere (including the integration or use of third-party AI tools) could impair the acceptance of AI solutions and could result in burdensome new regulations that may limit our ability to use existing or new AI technologies.
−Removed: 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.
+Added: 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.
In addition, we expect that there will continue to be new laws or regulations concerning the use of AI.
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Our competitors or other third parties may incorporate AI into their product development, product offerings, technology and infrastructure products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.
−Removed: Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our environmental, social, and governance (“ESG”) and diversity and inclusion-related practices may impose additional costs on us or expose us to new or additional risks.
−Removed: There is increased scrutiny from governmental organizations, customers, and employees on companies’ ESG practices and disclosures, including with respect to inclusion and diversity.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
We maintain our cash at financial institutions, often in balances that exceed federally insured limits.
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Our profitability may be adversely affected when we incur contract costs that we cannot bill to our customers.
−Removed: 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
−Removed: suffers from a natural or human caused catastrophe, our operations may be significantly affected, which could have a material adverse impact on our operations.
+Added: 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.
In addition, if we cannot complete our contracts on time, we may be subject to potential liability claims by our customers which may reduce our profits.
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These laws and regulations and the risk of attendant litigation can cause significant delays to a project and add significantly to its cost.
−Removed: 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.
+Added: Violations of these
+Added: 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.
Failure to comply with any environmental, health, or safety laws or regulations, whether actual or alleged, may expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could adversely affect our business, financial condition and results of operations.
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The loss of key personnel in critical functions could lead to lack of business continuity or disruptions in our business until we are able to hire and train replacement personnel.
+Added: We may experience a negative impact to our reputation as a result of socio-political opposition to U.S.
+Added: government policies that are reflected in U.S.
+Added: government contracts we bid, win and perform.
+Added: From time to time, we may bid, win and perform government contracts that are the result of U.S.
+Added: government policies that may be opposed by certain stockholders, suppliers, customers or other stakeholders.
+Added: Any resulting negative impact on our reputation may have a material adverse impact on our business, financial condition, results of operations and stock price.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.