What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-11-25 compared with 2024-12-17 · 425 added, 438 removed, 818 unchanged (51% of the section changed)

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Note 3 — Recent Accounting Pronouncements

Note 4 — Acquisitions

Note 4 — Acquisition and Divestiture

Note 5 — Revenues

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Note 10 — Retirement Plans

Note 11 — Pension Benefit Obligations

Note 11 — Stock-Based Compensation

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Note 19 — Composition of Certain Financial Statement Captions

Note 21 — Loss Per Share

Note 20 — Earnings (Loss) Per Share

Note 21 — Legal Proceedings and Commitments and Contingencies

Note 23 — Subsequent Events

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Amentum Holdings, Inc.

(the Company) as of September 27, 2024 and September 29, 2023, the related consolidated statements of operations, comprehensive (loss) income, shareholders' equity and cash flows for each of the three years in the period ended September 27, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 27, 2024 and September 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2024, in conformity with U.S.

(the Company) as of October 3, 2025 and September 27, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended October 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 3, 2025 and September 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 3, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 3, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account to which it relates.

Revenue recognition related to the cost-based input method for certain fixed-price contracts

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For many fixed-price contracts, revenue is recognized under a cost-based input method that requires an estimate of total costs at contract completion.

Estimates of total costs at contract completion for certain fixed-price contracts are highly subjective to develop and can change over the contract performance period due to a wide range of variables, and these changes could have a material effect on the Company’s results of operations.

Auditing estimates of total costs at contract completion for certain fixed-price contracts was complex due to the judgment involved in evaluating management’s estimates of contract costs at completion, which include costs of employee labor costs, materials, and subcontractors.

These estimates are based on management’s assessment of the status of the contract as well as historical results.

How We Addressed

the Matter in Our

Audit To test the completeness and accuracy of the Company’s estimate of total costs at contract completion for certain fixed-price contracts that are highly subjective where revenue is recognized under a cost-based input method , our audit procedures included, among others evaluating the accuracy of management’s estimates by comparing planned costs to actual costs incurred to date, reviewing management’s projected costs for consistency with contract terms, and obtaining an understanding of the Company’s progress on the contract.

Valuation of acquired customer relationship intangible assets

Description of the Matter As discussed in Notes 1 and 4 to the consolidated financial statements, on September 27, 2024, the spin-off of the Jacobs Solutions Inc.

Critical Mission Solutions business and portions of the Divergent Solutions business merged with Amentum Parent Holdings LLC, with the surviving entity renamed Amentum Holdings, Inc.

The Company’s accounting for the acquisition included determining the fair value of the intangible assets acquired, which primarily relates to customer relationships.

The Company recognized acquired customer relationship intangible assets of $1,590 million which were valued using the excess earnings method discounted cash flow approach.

Auditing the Company’s preliminary accounting for the acquired customer relationship intangible assets involved subjective auditor judgement due to the estimation required in management’s determination of the fair value of the intangible assets.

The estimation was primarily due to the sensitivity of the fair values to underlying assumptions including discount rates and certain prospective financial information.

Estimates of total costs at contract completion for these contracts can change over the contract performance period due to a wide range of variables, and these changes could affect the Company’s results of operations.

Auditing total costs at contract completion for certain fixed-price contracts was complex due to the judgment involved in evaluating management’s estimates of contract costs at completion which include cost elements required to complete associated tasks of the contract.

These cost elements may include employee labor costs, the cost of materials, and the performance of subcontractors.

How We Addressed

the Matter in Our

Audit To test the preliminary fair value of the acquired customer relationship intangible assets, our audit procedures included, among others, evaluating the Company’s valuation methodologies and their application, evaluating the prospective financial information used in the valuation, and testing the completeness and accuracy of underlying data.

We involved our valuation specialists to assist in assessing the methodologies and testing the significant assumptions, including discount rates, used to value the acquired intangible assets.

For example, we compared the significant assumptions to other information such as current industry trends and historical results of the acquired business.

We also performed sensitivity analyses of the significant assumptions to evaluate the change in fair value resulting from changes in the assumptions.

Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s revenue recognition process, including controls over management’s estimates of total costs at completion for certain fixed-price contracts.

To test the completeness and accuracy of the Company’s estimates of total costs at contract completion for certain fixed-price contracts where revenue is recognized under a cost-based input method, our audit procedures included, among others, comparing estimated costs to actual costs incurred to date, agreeing key terms to contract documentation, and obtaining an understanding of the Company’s progress on the contract.

/s/ Ernst & Young LLP

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Tysons, Virginia

December 17, 2024

November 25, 2025

AMENTUM HOLDINGS, INC.

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(in millions, except per share data)

September 27, 2024 September 29, 2023

October 3, 2025 September 27, 2024

Current assets:

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SHAREHOLDERS' EQUITY

Common stock, $ 0.01 par value – 1,000,000,000 shares authorized and 243,302,173 shares issued and outstanding at September 27, 2024;

no shares authorized, issued or outstanding at September 29, 2023.

Common stock, $ 0.01 par value – 1,000,000,000 shares authorized and 243,464,776 shares issued and outstanding at October 3, 2025;

1,000,000,000 shares authorized and 243,302,173 shares issued and outstanding at September 27, 2024.

Additional paid-in capital 4,924 4,962

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For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Revenues $ 14,393 $ 8,388 $ 7,865

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Gain on acquisition of controlling interest — 69 —

Loss before income taxes ( 123 ) ( 340 ) ( 64 )

Benefit (provision) for income taxes 40 19 ( 14 )

Net loss ( 83 ) ( 321 ) ( 78 )

net (loss) income attributable to non-controlling interests 1 7 ( 6 )

Net loss attributable to common shareholders $ ( 82 ) $ ( 314 ) $ ( 84 )

Loss per share:

Income (loss) before income taxes 115 ( 123 ) ( 340 )

(Provision) benefit for income taxes ( 56 ) 40 19

Net income (loss) including non-controlling interests 59 ( 83 ) ( 321 )

net income attributable to non-controlling interests 7 1 7

Net income (loss) attributable to common shareholders $ 66 $ ( 82 ) $ ( 314 )

Earnings (loss) per share:

Basic $ 0.27 $ ( 0.90 ) $ ( 3.49 )

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AMENTUM HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

Net loss $ ( 83 ) $ ( 321 ) $ ( 78 )

Other comprehensive income:

Net unrealized (loss) gain on interest rate swaps ( 47 ) 25 —

October 3, 2025 September 27, 2024 September 29, 2023

Net income (loss) including non-controlling interests $ 59 $ ( 83 ) $ ( 321 )

Other comprehensive income (loss):

Net unrealized gain (loss) on interest rate swaps 14 ( 47 ) 25

Foreign currency translation adjustments 3 8 3

Pension adjustments 2 9 24

Other comprehensive (loss) income ( 30 ) 52 —

Income tax benefit (provision) related to items of other comprehensive (loss) income 5 ( 13 ) ( 2 )

Other comprehensive (loss) income, net of tax ( 25 ) 39 ( 2 )

Comprehensive loss ( 108 ) ( 282 ) ( 80 )

Non-controlling interests 1 7 ( 6 )

Comprehensive loss attributable to common shareholders $ ( 107 ) $ ( 275 ) $ ( 86 )

Other comprehensive income (loss) 19 ( 30 ) 52

Income tax (provision) benefit related to items of other comprehensive income (loss) ( 2 ) 5 ( 13 )

Other comprehensive income (loss), net of tax 17 ( 25 ) 39

Comprehensive income (loss) 76 ( 108 ) ( 282 )

Net income (loss) attributable to non-controlling interests 7 1 7

Comprehensive income (loss) attributable to common shareholders $ 83 $ ( 107 ) $ ( 275 )

See notes to consolidated financial statements

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Shares Amount

Balance at October 1, 2021 — $ — $ 752 $ ( 47 ) $ 11 $ 716 $ 106 $ 822

Net loss — — — ( 84 ) — ( 84 ) 6 ( 78 )

Other comprehensive loss, net of tax — — — — ( 2 ) ( 2 ) — ( 2 )

Acquisition of PAE Inc.

— — — — — — 17 17

Distributions to non-controlling interests — — — — — — ( 56 ) ( 56 )

Equity based compensation and other — — 3 — — 3 — 3

Balance at September 30, 2022 — $ — $ 755 $ ( 131 ) $ 9 $ 633 $ 73 $ 706

Net loss — — — ( 314 ) — ( 314 ) ( 7 ) ( 321 )

Net loss including non-controlling interests — — — ( 314 ) — ( 314 ) ( 7 ) ( 321 )

Other comprehensive loss, net of tax — — — — 39 39 — 39

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Distributions to non-controlling interests — — — — — — ( 24 ) ( 24 )

Equity based compensation and other — — 3 — — 3 — 3

Stock-based compensation and other — — 3 — — 3 — 3

Balance at September 29, 2023 — $ — $ 772 $ ( 445 ) $ 48 $ 375 $ 41 $ 416

Net loss — — — ( 82 ) — ( 82 ) ( 1 ) ( 83 )

Net loss including non-controlling interests — — — ( 82 ) — ( 82 ) ( 1 ) ( 83 )

Other comprehensive loss, net of tax — — — — ( 25 ) ( 25 ) — ( 25 )

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Distributions to non-controlling interests — — — — — — ( 6 ) ( 6 )

Equity based compensation and other — — 20 — — 20 ( 5 ) 15

Stock-based compensation and other — — 20 — — 20 ( 5 ) 15

Balance at September 27, 2024 243 $ 2 $ 4,962 $ ( 527 ) $ 23 $ 4,460 $ 92 $ 4,552

Net income including non-controlling interests — — — 66 — 66 ( 7 ) 59

Other comprehensive income, net of tax — — — — 17 17 — 17

Measurement period adjustments — — ( 63 ) — — ( 63 ) 64 1

Issuances of common stock — — 4 — — 4 — 4

Capital contribution from non-controlling interest — — — — — — 3 3

Distributions to non-controlling interests — — — — — — ( 35 ) ( 35 )

Stock-based compensation and other — — 21 — — 21 ( 2 ) 19

Balance at October 3, 2025 243 $ 2 $ 4,924 $ ( 461 ) $ 40 $ 4,505 $ 115 $ 4,620

See notes to consolidated financial statements

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For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Cash flows from operating activities

Net loss $ ( 83 ) $ ( 321 ) $ ( 78 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) including non-controlling interests $ 59 $ ( 83 ) $ ( 321 )

Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities:

Depreciation 40 23 27

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Deferred income taxes ( 47 ) ( 115 ) ( 62 )

Equity-based compensation 18 3 3

Stock-based compensation 21 18 3

Gain on acquisition of controlling interest — ( 69 ) —

Other 17 14 2

Changes in assets and liabilities, net of effects of business acquisition:

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Accounts payable, contract liabilities, and other current liabilities 54 ( 211 ) ( 24 )

Accrued employee compensation and benefits 43 ( 82 ) ( 37 )

Accrued compensation and benefits 28 43 ( 82 )

Other long-term liabilities ( 53 ) ( 6 ) 17

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Acquisitions, net of cash acquired ( 70 ) 488 —

Divestitures, net of cash conveyed 365 — —

Purchase of property and equipment ( 27 ) ( 11 ) ( 12 )

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Payments of debt issuance fees — ( 38 ) —

Proceeds from borrowings under other agreements 1 5 40

Repayments of borrowings under other agreements ( 9 ) ( 13 ) ( 67 )

Capital contribution — 235 —

Capital contribution from non-controlling interest — 13 —

Capital contribution from non-controlling interests 3 — 13

Distributions to non-controlling interests ( 35 ) ( 6 ) ( 24 )

Other 1 ( 3 ) —

Net cash (used in) provided by financing activities ( 382 ) ( 112 ) 1,724

Net cash used in financing activities ( 790 ) ( 382 ) ( 112 )

Effect of exchange rate changes on cash 4 7 1

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(collectively with its subsidiaries, “we,” “us,” “our,” “Amentum,” or the “Company”) is a global advanced engineering and technology solutions provider to a broad base of U.S.

and allied government agencies, supporting programs of critical national importance across energy and environmental, intelligence, space, defense, civilian and commercial end-markets.

We offer a broad reach of capabilities including environment and climate sustainability, intelligence and counter threat solutions, data fusion and analytics, engineering and integration, advanced test, training and readiness, and citizen solutions.

and allied government agencies, and customers in international and commercial markets, supporting programs of critical national importance across energy and environmental, intelligence, space, defense, civilian and commercial end-markets.

We offer a broad reach of capabilities including energy, environmental remediation, intelligence and counter threat solutions, data fusion and analytics, engineering and integration, advanced test, training and readiness, and citizen solutions.

As a leading provider of differentiated technology solutions, we have built a repertoire of deep customer knowledge, enabling us to engage our customers across multiple capabilities and markets.

On September 27, 2024, the spin-off of the Jacobs Solutions Inc.

(“Jacobs”) Critical Mission Solutions business and portions of the Jacobs Divergent Solutions business (and, together with the Critical Mission Solutions business, referred to as the “CMS Business” or “CMS”) merged with Amentum Parent Holdings LLC (collectively, the “Transaction”) with the surviving entity renamed Amentum Holdings, Inc.

(“Jacobs”) Critical Mission Solutions business and portions of the Jacobs Divergent Solutions business (and, together with the Critical Mission Solutions business, referred to as “CMS”) merged with Amentum Parent Holdings LLC (collectively, the “Transaction”) with the surviving entity renamed Amentum Holdings, Inc.

We conduct our business activities and report financial results as two reportable segments:

Digital Solutions and Global Engineering Solutions.

The Digital Solutions segment provides advanced digital and data-driven solutions including intelligence analytics, space system development, cybersecurity, and next generation IT across the federal government and commercial clients.

The Global Engineering Solutions segment provides large-scale environmental remediation, nuclear power solutions, platform engineering, sustainment and supply chain management across all seven continents for the U.S.

government and allied nations.

Amentum's Registration Statement on Form 10 (the “Registration Statement”), filed with the Securities and Exchange Commission (“SEC”) on July 15, 2024, was declared effective on September 18, 2024.

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Amentum’s fiscal year ends on the Friday nearest the end of September.

Fiscal year 2025 ended on October 3, 2025 and included 53 weeks, with the 53rd week falling in the fourth fiscal quarter.

Fiscal year 2024 and fiscal year 2023 ended on September 27, 2024 and September 29, 2023, respectively, and both included 52 weeks.

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The accompanying consolidated financial statements have been prepared in accordance with GAAP.

The consolidated balance sheet as of September 27, 2024 is for Amentum Holdings, Inc.

and includes CMS, which was acquired by the Company on September 27, 2024.

The consolidated statement of operations and statement of cash flows for the year ended September 27, 2024 is for Amentum Holdings, Inc.

and does not include CMS activity due to the Transaction closing on September 27, 2024.

The consolidated balance sheets as of October 3, 2025 and September 27, 2024 are for Amentum Holdings, Inc.

and include CMS, which was acquired by the Company on September 27, 2024.

The consolidated statement of operations and statement of cash flows for the year ended October 3, 2025 are for Amentum Holdings, Inc.

and include CMS activity.

The consolidated statement of operations and statement of cash flows for the years ended September 27, 2024 and September 29, 2023 do not include CMS activity due to the Transaction closing on September 27, 2024.

The consolidated financial statements include the accounts of the Company's wholly-owned subsidiaries.

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When the Company consolidates an entity that is not wholly-owned, the Company reports the minority interests in the entity as non-controlling interests in the equity section of the consolidated balance sheets.

The Company has included the non-controlling interest in earnings of the entities within the consolidated net loss and deducted the same amount to derive net loss attributable to the Company.

The Company has included the non-controlling interest in earnings of the entities within the consolidated net loss including non-controlling interests and deducted the same amount to derive net loss attributable to

common shareholders.

Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amount of revenues and expenses.

The most significant estimates relate to estimating contract revenues and costs at completion, fair value measurements, fair value of goodwill and intangible assets, pension and defined benefit plan obligations, deferred tax

liabilities, and reserves for contract-related matters and contingencies.

The most significant estimates relate to estimating contract revenues and costs at completion, fair value measurements, fair value of goodwill and intangible assets, valuation allowances, and reserves for contract-related matters and contingencies.

Due to the size and nature of many of our contracts, the estimation of total revenues and cost at completion is subject to a wide range of variables.

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We also evaluate whether modifications to existing contracts should be accounted for as part of the original contract or as a separate contract.

Contract modifications that create new enforceable rights and obligations are accounted for prospectively.

Contract modifications that do not add distinct goods or services are accounted for through cumulative catch-up adjustments.

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The Company enters into contractual arrangements primarily for the use of real estate facilities, information technology equipment, vehicles, and certain other equipment.

These arrangements contain a lease when the Company controls the

underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset.

These arrangements contain a lease when the Company controls the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset.

We have short-term leases, operating leases, and finance leases.

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The income approach utilizes unobservable inputs and management judgment which are Level 3 fair value measurements.

The analysis utilizes significant judgments and assumptions about expected growth rates, terminal earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates based on weighted-average cost of capital, assumptions regarding future capital expenditures and observable inputs of other comparable companies.

The analysis utilizes judgments and assumptions about expected growth rates, terminal earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates based on weighted-average cost of capital, assumptions regarding future capital expenditures and observable inputs of other comparable companies.

The fair value of each reporting unit is compared to the carrying amount of the reporting unit and if the carrying amount of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference.

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The fair value of our debt was estimated using Level 2 inputs based on our recently priced debt.

Loss Per Share

Basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period.

Due to the loss experienced by the Company, the computation of diluted loss per share does not assume the impact of restricted stock units that would have an antidilutive effect on loss per share.

Information about the weighted-average number of basic and diluted shares is presented in “Note 21 — Loss Per Share”.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period.

Due to the loss experienced by the Company in fiscal year 2024, the computation of diluted loss per share does not assume the impact of restricted stock units that would have an antidilutive effect on loss per share.

Information about the weighted-average number of basic and diluted shares is presented in “Note 20 — Earnings (Loss) Per Share”.

Concentrations of Credit Risk

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Approximately 81 %, 90 % and 91 % of the Company’s revenues were derived through direct contracts with agencies of the U.S.

Government for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

Government for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

Foreign Currency Translation

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Resulting translation adjustments are recorded as a foreign currency translation adjustment into other accumulated comprehensive income in shareholders’ equity.

Comprehensive (Loss) Income

Comprehensive (loss) income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources.

Other comprehensive (loss) income refers to revenues, expenses, and gains and losses that under GAAP are included in comprehensive (loss) income, but excluded from the determination of net (loss) income.

The elements within other comprehensive (loss) income consist of foreign currency translation adjustments, differences between actual amounts and estimates based on actuarial assumptions and the effect of changes in actuarial assumptions made under the Company’s pension plans and the changes in the fair value of interest rate swap agreements.

The Company accounts for the residual income tax effects in comprehensive income using the portfolio method and will release the residual tax effect when the entire portfolio of the applicable balance is terminated.

Comprehensive Income (Loss)

Comprehensive income (loss) is the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources.

Other comprehensive income (loss) refers to revenues, expenses, and gains and losses that under GAAP are included in comprehensive income (loss), but excluded from the determination of net income (loss) including non-controlling interests.

The elements within other comprehensive income (loss) consist of foreign currency translation adjustments, differences between actual amounts and estimates based on actuarial assumptions and the effect of changes in actuarial assumptions made under the Company’s pension plans and the changes in the fair value of interest rate swap agreements.

The Company accounts for the residual income tax effects in comprehensive income (loss) using the portfolio method and will release the residual tax effect when the entire portfolio of the applicable balance is terminated.

Note 3 — Recent Accounting Pronouncements

Accounting Standards Updates Issued but Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements.

This update requires disclosure of significant segment expenses and other segment items in annual and interim periods.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendment requires retrospective application to all prior periods presented in the financial statements and early adoption is permitted.

We are currently evaluating the impacts of the new standard on our consolidated financial statements.

In December 2023, the FASB issued ASU No.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be applied on a prospective or retrospective basis.

We are currently evaluating the impacts of the new standard on our consolidated financial statements.

We plan to adopt ASU 2023-09 using the prospective approach in fiscal year 2026.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses , to enhance the transparency of certain expense disclosures.

The update requires disclosure of specific types of expenses included in certain expense captions presented on the face of the consolidated statements of operations.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, and may be applied on a prospective or retrospective basis.

Early adoption is permitted.

We are currently evaluating the impacts of the new standard on our financial statements.

Accounting Standards Updates Adopted

There have been no recently adopted accounting pronouncements that are material to the Company's consolidated financial statements.

Note 4 — Acquisitions

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements.

This update requires disclosure of significant segment expenses and other segment items in annual and interim periods.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendment requires retrospective application to all prior periods presented in the financial statements and early adoption is permitted.

We adopted the annual disclosure requirements in fiscal year 2025 and will adopt the interim disclosure requirements in the first quarter of fiscal year 2026.

See Note 18 — Segment Information for additional information.

Note 4 — Acquisition and Divestiture

Acquisition of CMS

On September 27, 2024, Amentum Parent Holdings LLC completed its merger with CMS in a Reverse Morris Trust transaction.

Amentum Parent Holdings LLC is the accounting acquirer of CMS.

Immediately following the Transaction, the Company has 243 million issued and outstanding shares of common stock, of which Jacobs and its shareholders owned 58.5 % of the issued and outstanding shares of common stock, and Amentum Equityholder owned 37.0 %.

Further, 4.5 % of the issued and outstanding shares of common stock have been placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 targets by the CMS Business (“Additional Merger Consideration”).

The final determination of this Additional Merger Consideration is expected to be completed during the measurement period.

CMS is a leading provider of mission-critical, technology-driven services in government and commercial markets.

The CMS Business provides test, training and operations services for missile defense systems;

IT and engineering services to defense clients and the Space sector;

technological solutions including installations, decommissioning, and environmental remediation to energy clients;

other highly technical consulting solutions;

advanced cyber training and data analytics for government professionals;

advanced communication systems and aerial mapping technologies to national security clients and other technical

services for United States defense and intelligence clients.

As a result of the Transaction, the Company will be a leading government services provider to the U.S.

federal government and its allies.

Under the acquisition method of accounting, total preliminary consideration exchanged for the CMS transaction was:

(In millions, except per share amounts) September 27, 2024

On September 27, 2024, Amentum Parent Holdings LLC completed its merger with CMS, a leading provider of mission-critical, technology-driven services in government and commercial markets, in a Reverse Morris Trust transaction.

Amentum Parent Holdings LLC was the accounting acquirer of CMS.

Immediately following the Transaction, the Company had approximately 243 million issued and outstanding shares of common stock, of which Jacobs and its shareholders (“CMS Shareholders”) owned 58.5 % of the issued and outstanding shares of common stock, and Amentum Joint Venture LP, our previous parent company (“AJVLP” and “Amentum Equityholder”) owns 37.0 %.

Subsequently, Amentum Equityholder distributed its shares of our common stock to certain parties (collectively, “Sponsor Stockholder”).

Further, 4.5 % of the issued and outstanding shares of common stock was placed in escrow at the merger date, to be released and delivered in the future to CMS Shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 targets by CMS (“Additional Merger Consideration”).

In March 2025, the Company and Jacobs finalized the Additional Merger Consideration and released all 4.5 % of the issued and outstanding shares of common stock out of escrow with 3.5 % of the issued and outstanding shares released to CMS Shareholders and the remaining 1.0 % of issued and outstanding shares to the Sponsor Stockholder.

Additionally, in connection and in accordance with the terms of the Transaction, prior to the spin-off and Transaction, CMS provided a cash payment to Jacobs of approximately $ 911 million, after adjustments based on the levels of cash, debt and working capital in CMS.

Under the acquisition method of accounting, the total final consideration exchanged for the CMS transaction is shown below and increased $ 7 million from September 27, 2024:

(In millions, except per share amounts)

Shares of Amentum Holdings, Inc.

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Fair value of additional equity consideration issued to CMS shareholders (2)

Final working capital settlement (3)

Other consideration (4)

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Total consideration $ 4,032

(1) Represents the fair value of consideration received by Jacobs shareholders to provide 58.5 % ownership in the Company.

(2) Represents the Additional Equity Consideration which is subject to the finalization of target operating profit metrics by CMS for the year ended September 27, 2024.

(3) Represents other immaterial adjustments, including a) estimated equity consideration related to pre-combination share-based compensation awards, b) the settlement of CMS transaction costs paid by Amentum, and c) the removal of consideration related to the acquisition of non-controlling interests.

(4) Prior to the Transaction, we held a non-controlling interest in a joint venture of 50 % which was accounted for under the equity method of accounting, with the remaining 40 % held by the CMS Business and 10 % held by an unrelated third party.

(1) Represents the fair value of equity consideration received by CMS shareholders to provide 58.5 % ownership in the Company.

(2) Represents the additional equity consideration which was finalized in March 2025.

The balance reflects a decrease in equity consideration issued to CMS Shareholders following a resolution to release an additional 1.0 % of the issued and outstanding shares of Amentum common stock back to Sponsor Stockholder.

This balance is presented at fair value based on the acquisition-date share price and is included in the total purchase consideration in accordance with ASC 805.

(3) Reflects a $ 70 million cash payment made based on the final net working capital position.

This payment was made in the third quarter of fiscal year 2025 and included in the total purchase consideration in accordance with ASC 805, as it represents an obligation attributable to pre-acquisition activities.

(4) Represents other immaterial adjustments, including a) estimated equity consideration related to pre-combination stock-based compensation awards, b) the settlement of CMS transaction costs paid by Amentum, and c) the removal of consideration related to the acquisition of non-controlling interests.

(5) Prior to the Transaction, we held a non-controlling interest in a joint venture of 50 % which was accounted for under the equity method of accounting, with the remaining 40 % held by CMS and 10 % held by an unrelated third party.

As a result of the Transaction, the Company gained a controlling financial interest in the joint venture and it became a consolidated joint venture of the Company.

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Our pre-existing equity method investment in the joint venture was remeasured at an acquisition date fair value of $ 170 million by using a discounted cash flow model based on estimated future revenues, margins and discount rates, among other variables and estimates.

The Company’s previously held equity interest in the joint venture was remeasured to fair value, resulting in a gain of $ 69 million, which is included in gain on acquisition of controlling interest in our consolidated statements of operations.

The Company’s previously held equity interest in the joint venture was remeasured to fair value, resulting in a gain of $ 69 million recognized in the year ended September 27, 2024, which is included in gain on acquisition of controlling interest in our consolidated statements of operations.

Additionally, as of the acquisition date, the Company had a payable from the joint venture with a fair value of $ 1 million that was settled in connection with the acquisition.

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This method requires several judgments and assumptions to determine the fair value of the intangible assets including expected future cash flows, weighted-average cost of capital, discount rates, useful lives of assets and expected long-term growth rates.

The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date, with the excess purchase consideration recorded as goodwill.

The preliminary fair value estimates and assumptions to measure the assets acquired and liabilities assumed were subject to change as the Company obtained additional information during the measurement period.

The Company finalized the allocation of the purchase price for the Transaction based on its understanding of the estimated fair value of the acquired assets and assumed liabilities as of the acquisition date, with the excess purchase consideration recorded as goodwill.

The goodwill recognized was attributable to the synergies expected to be achieved by combining the businesses of Amentum and CMS, expected future contracts and the acquired workforce.

The goodwill is partially deductible for tax purposes.

The purchase price was allocated, on a preliminary basis, to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess purchase consideration recorded as goodwill.

The Company is still evaluating the determination of fair values allocated to various assets and liabilities, including, but not limited to, intangible assets, accounts receivable, other current assets, property and equipment, equity method investments and joint ventures, other long-term assets, income taxes, deferred taxes, accounts payables, other current liabilities, contract liabilities, other long-term liabilities, non-controlling interests, additional merger consideration and goodwill.

The allocation of the purchase price is preliminary and subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date, including but not limited to, information pertaining to CMS’ legal proceedings, reserves, income taxes, contracts with customers, and pre-acquisition contingencies.

Additionally, in connection and in accordance with the terms of the spin-off, prior to the spin-off and Transaction, CMS provided a cash payment to Jacobs of approximately $ 911 million, after adjustments based on the levels of cash, debt and working capital in the CMS Business, which is subject to final settlement between the parties, as set forth in the Merger Agreement, and may result in changes to the purchase price allocation.

The Company expects to have sufficient information available to resolve these items within one year of the CMS acquisition date.

The preliminary allocation of the purchase price is as follows:

Of the value attributed to goodwill and intangible assets, $ 737 million is deductible for income tax purposes.

The Company completed the accounting for the merger during the fiscal year ended October 3, 2025.

The final allocation of the purchase price is as follows:

( Amounts in millions)

Preliminary Allocation of Purchase Price

Preliminary Allocation of Purchase Price Measurement Period Adjustments, Net Final Allocation of Purchase Price

Cash and cash equivalents $ 488 $ — $ 488

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Total consideration $ 4,025 $ 7 $ 4,032

The estimated fair value of acquired backlog of $ 270 million is amortized on an accelerated basis over approximately 1 year and the estimated fair value of customer relationship intangible assets of $ 1,590 million is amortized on an accelerated basis over approximately 14 years.

The fair value of acquired backlog of $ 275 million was amortized on an accelerated basis over approximately 1 year and the fair value of customer relationship intangible assets of $ 1,530 million is amortized on an accelerated basis over approximately 14 years.

The fair value attributed to these intangible assets acquired was based on assumptions and other information compiled by management, including independent valuations that utilized established valuation techniques, and thus represents a Level 3 fair value measurement.

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Projected cash flow is discounted at a rate of return that reflects the relative risk of achieving the cash flow and the time value of money.

Pro Forma Combined Financial Information

The following unaudited pro forma financial information presents the combined results of operations for CMS and the Company for the pre-acquisition periods of the twelve months ended September 27, 2024 and September 29, 2023, respectively:

Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information presents the combined results of operations for CMS and the Company for the pre-acquisition periods of the twelve months ended September 27, 2024 and September 29, 2023, respectively:

For the years ended

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The unaudited pro forma combined financial information includes adjustments for intangible asset amortization, stock-based compensation, interest expense, policy adjustments, and other transaction costs.

The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on October 1, 2022 nor is it indicative of future operating results.

The unaudited pro forma combined financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on October 1, 2022 nor is it indicative of future operating results.

Divestiture of Rapid Solutions

On June 26, 2025, we completed the sale of a hardware and product business, Rapid Solutions, to Lockheed Martin Corporation for a purchase price of $ 360 million in cash.

Rapid Solutions was part of the DS segment.

Note 5 — Revenues

Disaggregation of Revenues

The Company disaggregates revenues by customer, contract type, prime contractor versus subcontractor, and geographic location.

The Company disaggregates revenues by customer, contract type, prime contractor versus subcontractor, geographic location and whether the solution provided is primarily Digital Solutions or Global Engineering Solutions.

These categories represent how the nature, amount, timing, and uncertainty of revenues and cash flows are affected.

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For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

Department of Defense and U.S.

October 3, 2025 September 27, 2024 September 29, 2023

(Amounts in millions) DS GES Total DS GES Total DS GES Total

Department of War and U.S.

Intelligence Community $ 3,222 $ 4,456 $ 7,678 $ 1,509 $ 4,094 $ 5,603 $ 1,474 $ 3,791 $ 5,265

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For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

(Amounts in millions) DS GES Total DS GES Total DS GES Total

Cost-plus-fee $ 3,557 $ 5,426 $ 8,983 $ 964 $ 4,234 $ 5,198 $ 875 $ 4,066 $ 4,941

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For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

(Amounts in millions) DS GES Total DS GES Total DS GES Total

Prime contractor $ 5,069 $ 8,027 $ 13,096 $ 1,772 $ 5,738 $ 7,510 $ 1,722 $ 5,236 $ 6,958

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For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

(Amounts in millions) DS GES Total DS GES Total DS GES Total

United States $ 5,304 $ 5,442 $ 10,746 $ 1,679 $ 4,376 $ 6,055 $ 1,544 $ 4,204 $ 5,748

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( Amounts in millions)

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Favorable earnings at completion adjustments $ 126 $ 83 $ 88

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Net favorable adjustments $ 59 $ 45 $ 42

Impact on diluted loss per share attributable to common shareholders (1)

Impact on diluted earnings (loss) per share attributable to common shareholders (1)

$ 0.19 $ 0.40 $ 0.37

(1) The impact on diluted loss per share attributable to common shareholders is calculated using our statutory rate.

(1) The impact on diluted earnings (loss) per share attributable to common shareholders is calculated using our statutory rate.

Remaining Performance Obligations

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This balance excludes unexercised contract option years and task orders that may be issued as part of an indefinite delivery, indefinite quantity contract.

The remaining performance obligations balance as of September 27, 2024 and September 29, 2023 was $ 12.9 billion and $ 6.2 billion, respectively.

As of September 27, 2024, the Company expects to recognize approximately 60 % and 80 % of the remaining performance obligations balance as revenues over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

The remaining performance obligations balance as of October 3, 2025 and September 27, 2024 was $ 9.9 billion and $ 12.9 billion, respectively.

As of October 3, 2025, the Company expects to recognize approximately 77 % and 90 % of the remaining performance obligations balance as revenues over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Note 6 — Contract Balances

The Company's contract balances consisted of the following (in millions):

Description of Contract Related Balance Classification September 27, 2024 September 29, 2023

Description of Contract Related Balance Classification October 3, 2025 September 27, 2024

Billed and billable receivables Accounts receivable, net $ 1,514 $ 1,378

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Long-term contract assets Other long-term assets 90 138

Related party contract liabilities - deferred revenues and other contract liabilities Contract liabilities ( 15 ) —

Contract liabilities - deferred revenues and other contract liabilities Contract liabilities ( 212 ) ( 113 )

Contract assets primarily relate to accruals for reimbursable costs and fees in which our right to consideration is conditional.

Long-term contract assets relate to a prior acquisition and are discussed further in Note 22 — Legal Proceedings and Commitments and Contingencies.

The Company recognized revenues of $ 98 million and $ 60 million during the years ended September 27, 2024 and September 29, 2023, respectively, that was included in Contract liabilities as of September 29, 2023 and September 30, 2022, respectively.

Long-term contract assets relate to a prior acquisition.

The Company recognized revenues of $ 95 million and $ 98 million during the years ended October 3, 2025 and September 27, 2024, respectively, that was included in Contract liabilities as of September 27, 2024 and September 29, 2023, respectively.

Note 7 — Sales of Receivables

On March 26, 2024, the Company entered into a Master Accounts Receivable Purchase Agreement (“MARPA”) with MUFG Bank, Ltd., (the “Purchaser”) for the sale of certain designated eligible U.S.

In March 2024, we entered into a Master Accounts Receivable Purchase Agreement (“MARPA”) with MUFG Bank, Ltd., (the “Purchaser”) for the sale of certain designated eligible U.S.

Government receivables.

Under the MARPA, the Company can sell certain eligible receivables up to a maximum amount of $ 250 million.

The Company’s receivables are sold under the MARPA without recourse for any U.S.

In December 2024, we amended the MARPA with the Purchaser to increase the maximum amount of eligible receivables that can be sold up to a maximum amount of $ 400 million.

Under the MARPA, the Company can sell certain eligible receivables without recourse for any U.S.

Government credit risk.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services.

The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of September 27, 2024.

The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of October 3, 2025.

Proceeds from the sold receivables are reflected in operating cash flows on the statement of cash flows.

The Company's MARPA activity consisted of the following (in millions):

As of and for the

Year Ended September 27, 2024

The Company's MARPA activity consisted of the following:

As of and for the Year Ended

(Amounts in millions) October 3, 2025 September 27, 2024

Beginning balance:

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Cash collected, not remitted to Purchaser (2)

( 49 ) ( 39 )

Remaining sold receivables $ 131 $ 138

(1) For the year ended September 27, 2024, the Company recorded a net cash inflow of $ 177 million in its cash flows from operating activities, respectively, from sold receivables.

(1) For the years ended October 3, 2025 and September 27, 2024, the Company recorded a net cash inflow of $ 3 million and $ 177 million in its cash flows from operating activities, respectively, from sold receivables.

MARPA cash flows are calculated as the change in the outstanding balance during the fiscal year.

(2) Includes the cash collected on behalf of but not yet remitted to the Purchaser as of September 27, 2024.

This balance is included in Other accrued liabilities as of the balance sheet date.

(2) Includes the cash collected on behalf of but not yet remitted to the Purchaser as of October 3, 2025 and September 27, 2024.

This balance is included in Other current liabilities as of the balance sheet date.

Note 8 — Goodwill and Intangible Assets

The table below presents changes in the carrying amount of goodwill for the periods presented:

(Amounts in millions) Total

Balance as of September 30, 2022 $ 3,002

Acquisition of PAE (1)

Goodwill impairment charges ( 186 )

The table below presents changes in the carrying amount of goodwill by reportable segment for the periods presented:

(Amounts in millions) DS GES Total

Balance as of September 29, 2023 $ 1,256 $ 1,635 $ 2,891

1 unchanged sentence

Balance as of September 27, 2024 2,412 3,144 5,556

(1) Represents changes to goodwill resulting from measurement period adjustments recorded in fiscal year 2023 associated with the acquisition of PAE Incorporated (“PAE”) purchase price allocation.

During the first quarter of fiscal year 2023, we amended our organizational structure and performed an interim goodwill impairment test.

Measurement period adjustments (1)

Divestitures ( 193 ) — ( 193 )

Foreign currency translation — 1 1

Balance as of October 3, 2025 $ 2,260 $ 3,443 $ 5,703

(1) Represents changes to goodwill resulting from measurement period adjustments recorded in fiscal year 2025 associated with the acquisition of CMS purchase price allocation.

During the first quarter of fiscal year 2025, we performed an interim goodwill impairment test both before and after we amended our organizational structure.

In the fourth quarter of fiscal year 2025, we performed our annual goodwill impairment test.

We concluded no impairment charges were necessary as a result of either test.

During the first quarter of fiscal year 2023, we performed an interim goodwill impairment test both before and after we amended our organizational structure.

Our interim quantitative goodwill impairment test concluded that the carrying value of one reporting unit exceeded its fair value.

As a result, a non-cash impairment charge of $ 186 million was recognized during the year ended September 29, 2023.

Had the information included in the quantitative test been known at the date of our fiscal year 2022 annual impairment test, there would have been no material change in the measurement of the impairment charge.

In the fourth quarter of fiscal year 2024, we performed our annual goodwill impairment test and concluded no impairment charges were necessary.

Accumulated goodwill impairment was $ 294 million as of both September 27, 2024 and September 29, 2023.

Accumulated goodwill impairment was $ 294 million as of both October 3, 2025 and September 27, 2024.

Intangible Assets

Intangible assets, net consisted of the following:

As of September 27, 2024

As of October 3, 2025

(Amounts in millions, except years) Weighted

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Total intangible assets, net $ 3,735 $ ( 1,112 ) $ 2,623

Amortization expense was $ 228 million, $ 298 million and $ 272 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

Amortization expense was $ 479 million, $ 228 million and $ 298 million for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

Future amortization expense is expected to be as follows:

3 unchanged sentences

Note 9 — Income Taxes

The domestic and foreign components of Loss before income taxes are as follows:

For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

Domestic $ ( 328 ) $ ( 526 ) $ ( 213 )

Foreign 205 186 149

Loss before income taxes $ ( 123 ) $ ( 340 ) $ ( 64 )

The Benefit (provision) for income taxes consists of the following:

The (provision) benefit provision for income taxes consists of the following:

For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

(Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023

Current income tax (provision):

8 unchanged sentences

Total deferred income tax benefit 47 115 63

Benefit (provision) for income taxes $ 40 $ 19 $ ( 14 )

(Provision) benefit for income taxes $ ( 56 ) $ 40 $ 19

The major elements contributing to the difference between the U.S.

1 unchanged sentence

For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

(Dollars in millions) Amount % Amount % Amount %

4 unchanged sentences

Transaction costs — — % ( 1 ) ( 0.8 ) % — — %

Equity-based compensation ( 4 ) ( 3.0 ) % — — % — — %

Stock-based compensation — — % ( 4 ) ( 3.0 ) % — — %

Nontaxable or nondeductible items ( 3 ) 2.6 % 1 0.4 % — ( 0.1 ) %

Divestitures ( 21 ) 18.2 % — — % — — %

Tax differential on foreign operations ( 1 ) 0.9 % ( 1 ) ( 0.5 ) % ( 4 ) ( 1.0 ) %

1 unchanged sentence

Valuation allowance ( 7 ) 6.1 % 16 13.0 % ( 17 ) ( 5.1 ) %

Benefit (provision) for income taxes $ 40 32.5 % $ 19 5.6 % $ ( 14 ) ( 21.9 ) %

Unrecognized tax benefits 5 ( 4.4 ) % — — % — — %

Other 1 ( 0.9 ) % — — % — — %

(Provision) benefit for income taxes $ ( 56 ) 48.7 % $ 40 32.5 % $ 19 5.6 %

Deferred income taxes are recorded for differences in the basis of assets and liabilities for financial reporting and income tax purposes.

The following table presents the components of Total deferred tax liabilities, net as September 27, 2024 and September 29, 2023:

(Amounts in millions) September 27, 2024 September 29, 2023

The following table presents the components of Total deferred tax liabilities, net as October 3, 2025 and September 27, 2024:

(Amounts in millions) October 3, 2025 September 27, 2024

Deferred tax assets:

16 unchanged sentences

Total deferred tax liabilities, net $ ( 260 ) $ ( 365 )

Total deferred tax liabilities, net consists of deferred tax liabilities of $ 370 million and $ 141 million as of September 27, 2024 and September 29, 2023, respectively, and a net deferred tax asset of $ 5 million and $ 5 million recorded within other long-term assets as of September 27, 2024 and September 29, 2023, respectively.

Included in net deferred tax assets are valuation allowances of $ 76 million and $ 51 million as of September 27, 2024 and September 29, 2023, respectively, primarily attributable to net operating losses, capital losses, and disallowed interest expense.

The increase of $ 25 million in valuation allowance for the year ended September 27, 2024 was primarily related to the recognition of valuation allowances for capital loss and net operating losses recorded through acquisition accounting, partially offset by the release of a portion of the valuation allowance related to disallowed interest in the United States.

Total deferred tax liabilities, net consists of deferred tax liabilities of $ 260 million and $ 370 million as of October 3, 2025 and September 27, 2024, respectively, and a net deferred tax asset of $ 0 million and $ 5 million recorded within other long-term assets as of October 3, 2025 and September 27, 2024, respectively.

Included in net deferred tax assets are valuation allowances of $ 86 million and $ 76 million as of October 3, 2025 and September 27, 2024, respectively, primarily attributable to net operating losses and disallowed interest expense.

The increase of

$ 10 million in valuation allowance for the year ended October 3, 2025 was primarily related to the recognition of valuation allowances related to disallowed interest in the United States.

Valuation allowances are recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts.

1 unchanged sentence

Although realization is not assured, we believe it is more likely than not that all deferred tax assets for which valuation allowances have not been established will be realized.

We have approximately $ 76 million and $ 33 million of tax effected loss carryforwards related to the domestic and foreign income tax returns as of September 27, 2024 and September 29, 2023, respectively.

The federal and foreign net operating losses have an indefinite carryforward and the federal capital losses have a five year carryforward.

On July 4, 2025, the One Big, Beautiful Bill Act (“OBBBA”) was enacted, introducing several significant amendments to U.S.

income tax legislation including the permanent restoration of EBITDA as the basis for computing business interest expense limitations and the immediate expensing of research expenditures.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We have incorporated these amendments into our fiscal year 2025 income tax provision, as applicable, which impacted the realizability of our deferred tax assets and valuation allowance assessment.

We have approximately $ 45 million and $ 76 million of tax effected loss carryforwards related to the domestic and foreign income tax returns as of October 3, 2025 and September 27, 2024, respectively.

The federal and foreign net operating losses have an indefinite carryforward.

The state net operating loss carryforward will begin to expire in 2026.

We also have $ 9 million of foreign tax credit carryforwards that will begin to expire in 2035, if unutilized.

We have not recognized a U.S.

deferred tax liability for the outside basis differences of certain foreign subsidiaries because we have asserted that these earnings are permanently reinvested outside of the U.S.

It is not practicable to determine the amount of the unrecognized deferred tax liability associated with these earnings.

We account for uncertain tax positions in accordance with ASC 740, Income Taxes, which prescribes the more likely than not threshold for recognition of a tax position in the financial statements.

The amount of unrecognized tax benefits as of September 27, 2024 and September 29, 2023 was $ 9 million and $ 14 million, respectively.

The following table summarizes the activity related to unrecognized tax benefits:

9 unchanged sentences

Balance at September 27, 2024 9

We file income tax returns in numerous tax jurisdictions, including the U.S., and numerous states and foreign jurisdictions around the world.

The statute of limitations varies by jurisdiction in which the Company operates.

The statute of limitations is open for U.S.

federal income tax returns and certain other foreign tax authorities for years 2015 through 2024.

The statute of limitations for state income tax returns is open for years 2019 through 2024, with certain exceptions.

Additions for tax positions related to current years 2

Lapse of statute of limitations ( 5 )

Balance at October 3, 2025 $ 6

We file income tax returns in the U.S.

and various foreign jurisdictions.

With few exceptions, the statute of limitations for these jurisdictions is no longer open for audit or examination for the years before 2020 for federal income taxes in the U.S.

and before 2016 with respect to various foreign jurisdictions.

We are also subject to taxation in various states.

We are under, or may be subject to, audit or examination and additional assessments by the relevant authorities.

Note 10 — Retirement Plans

401(k) Savings Plan

The Company has one participant-directed, defined contribution, 401(k) savings plan for the benefit of employees that meet certain eligibility requirements.

We incurred total retirement plan expense of $ 55 million, $ 54 million and $ 53 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

Defined Contribution Plans

The Company sponsors various participant-directed, defined contribution, 401(k) savings plans for the benefit of employees that meet certain eligibility requirements.

The total expense for the defined contribution plans was $ 95 million, $ 55 million and $ 54 million for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

Deferred Compensation Plans

The Company has non-qualified deferred compensation programs which provide benefits payable to directors, officers, and certain key employees or their designated beneficiaries at specified future dates, upon retirement or death.

The plans are unfunded and benefits are paid from the general assets of the Company.

The plans are

unfunded and benefits are paid from the general assets of the Company.

Participants’ cash deferrals earn a return based on the participants’ selection of investments in several hypothetical investment options.

Note 11 — Pension Benefit Obligations

Defined Benefit Pension Plans

The Company sponsors various postretirement benefit plans in the United States including defined benefit pension plans (“Defined Benefit Pension Plans”).

The Defined Benefit Pension Plans are closed to new participants and benefits are generally based on the employee’s years of creditable service and compensation.

The Defined Benefit Pension Plans benefit obligations and the fair value of the plan assets were measured as of September 27, 2024.

The following tables provide reconciliations of the changes in the Defined Benefit Pension Plans benefit obligations, reconciliations of the changes in the fair value of assets for the years ended September 27, 2024, September 29, 2023 and September 30, 2022 and reconciliations of the funded status as of September 27, 2024 and September 29, 2023.

The Defined Benefit Pension Plans benefit obligations and the fair value of the plan assets were measured as of October 3, 2025.

The following tables provide reconciliations of the changes in the Defined Benefit Pension Plans benefit obligations, reconciliations of the changes in the fair value of assets for the years ended October 3, 2025, September 27, 2024 and September 29, 2023 and reconciliations of the funded status as of October 3, 2025 and September 27, 2024.

For the years ended

( Amounts in millions)

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Change in benefit obligation

6 unchanged sentences

( Amounts in millions)

September 27, 2024 September 29, 2023 September 30, 2022

October 3, 2025 September 27, 2024 September 29, 2023

Change in plan assets

4 unchanged sentences

Fair value of plan assets at end of period $ 305 $ 315 $ 281

For the years ended

( Amounts in millions)

September 27, 2024 September 29, 2023 September 30, 2022

Reconciliation of funded status:

Fair value of plan assets at end of year $ 315 $ 281 $ 271

Benefit obligation at end of year 313 292 310

Net amount recognized at end of year $ 2 $ ( 11 ) $ ( 39 )

The following table sets forth the amounts recognized in the consolidated balance sheets as of September 27, 2024 and September 29, 2023:

( Amounts in millions)

September 27, 2024 September 29, 2023

Amount recognized in the consolidated balance sheets:

Other long-term assets $ 2 $ —

Other long-term liabilities — ( 11 )

Net amount recognized in the balance sheets $ 2 $ ( 11 )

The following table sets forth the components of net periodic benefit cost for the Defined Benefit Pension Plans for the years ended September 27, 2024, September 29, 2023 and September 30, 2022:

For the years ended

( Amounts in millions)

September 27, 2024 September 29, 2023 September 30, 2022

Components of net periodic benefit:

Interest cost on projected benefit obligation $ 17 $ 16 $ 9

Expected return on plan assets ( 17 ) ( 18 ) ( 18 )

Amortization of net gain ( 3 ) ( 2 ) —

Net periodic benefit $ ( 3 ) $ ( 4 ) $ ( 9 )

Actuarial gains and losses are amortized using a corridor approach.

The gain or loss corridor is equal to 10 % of the greater of the projected benefit obligation and the fair value of plan assets.

Gains and losses in excess of the corridor are amortized over the average remaining lifetime expectancy of the plan participants.

The change in plan assets and benefit obligations recognized in other comprehensive income during the year was net income of $ 9 million, $ 24 million and $ 8 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

The amount of applicable deferred income taxes included in other comprehensive income arising from a change in net prior service cost and net (loss) income was a provision of $ 3 million, $ 6 million and $ 2 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

The following table provides additional information for the Defined Benefit Pension Plans with accumulated benefit obligations in excess of plan assets as of September 27, 2024 and September 29, 2023:

( Amounts in millions)

September 27, 2024 September 29, 2023

Benefit obligation $ 313 $ 292

Accumulated benefit obligation 313 292

Fair value of plan assets 315 281

The required minimum contributions for the Defined Benefit Pension Plans are not significant.

In addition, the Company may make discretionary contributions.

The following table provides the expected future benefit payments for the fiscal years ending September 30:

( Amounts in millions)

2025 2026 2027 2028 2029 Thereafter

Defined Benefit Pension Plans $ 24 $ 23 $ 23 $ 24 $ 24 $ 114

The following are the underlying assumptions for the Defined Benefit Pension Plans as of September 27, 2024, September 29, 2023 and September 30, 2022:

For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

Weighted-average assumptions to determine benefit obligation:

Discount rate 5.0 % 6.0 % 5.6 %

Weighted-average assumptions to determine net periodic benefit cost:

Discount rate 6.0 % 5.6 % 2.8 %

Expected long-term rate of return on plan assets 7.0 % 7.0 % 6.5 %

Defined Benefit Pension Plan costs are determined using the assumptions as of the beginning of the plan year.

The funded status is determined using the assumptions as of the end of the plan year.

The following table summarizes the Company’s target allocation for fiscal years 2024 and 2023 asset allocation as of September 27, 2024 and September 29, 2023:

Fiscal Year 2024 Target Allocation Percentage of Plan Assets as of September 27, 2024 Fiscal Year 2023 Target Allocation Percentage of Plan Assets as of September 29, 2023

Asset Category:

Equities 30.0 % 29.9 % 50.5 % 52.2 %

Debt 67.8 % 68.2 % 47.7 % 44.6 %

Cash 2.2 % 1.9 % 1.8 % 3.2 %

Total 100.0 % 100.0 % 100.0 % 100.0 %

The Company’s plans seek a competitive rate of return relative to an appropriate level of risk depending on the funded status and obligations of each plan and typically employ both active and passive investment management strategies.

The Company’s risk management practices include diversification across asset classes and investment styles and periodic rebalancing toward asset allocation targets.

The target asset allocation selected for each plan reflects a risk/return profile that the Company believes is appropriate relative to each plan’s liability structure and return goals.

To develop the expected long‑term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio and the diversification of the portfolio.

This resulted in the selection of a 7.0 % weighted‑average long‑term rate of return on assets assumption for the fiscal years ended September 27, 2024 and September 29, 2023.

As of September 27, 2024 and September 29, 2023, the fair values of the Defined Benefit Pension Plan by major asset categories were as follows:

September 27, 2024 September 29, 2023

Carrying Value Quoted Prices in Active Markets (Level 1) Carrying Value Quoted Prices in Active Markets (Level 1)

The benefit obligation remained materially consistent with the accumulated benefit obligation for each of the fiscal years ended October 3, 2025 and September 27, 2024.

The net amount recognized within Other long-term assets as of October 3, 2025 and September 27, 2024 was $ 9 million and $ 2 million, respectively.

As of October 3, 2025 and September 27, 2024, the fair values of the Defined Benefit Pension Plan by major asset categories were as follows:

October 3, 2025 September 27, 2024

Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other

Observable Inputs

(Level 2) Carrying Value Quoted Prices in Active Markets (Level 1)

( Amounts in millions)

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Investment funds

Diversified and equity funds — — 147 147

Fixed income funds 233 50 183 128 128

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Cash equivalents are mostly comprised of short‑term money‑market instruments and are valued at cost, which approximates fair value.

Equity investment funds categorized as Level 1 are traded on active national and international exchanges and are valued at their closing prices as of our measurement dates.

Fixed income investment funds categorized as Level 1 are publicly traded on an active exchange.

Fixed income funds, not traded on an active exchange, categorized as Level 2 are valued using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers, or quoted prices of securities with similar characteristics.

Common collective funds are valued based on net asset value (“NAV”) per share or unit as a practical expedient as reported by the fund manager, multiplied by the number of shares or units held as of the measurement date.

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There are no significant unfunded commitments related to these investments.

The Company may make discretionary contributions.

The required minimum contributions and the expected annual future benefit payments for the Defined Benefit Pension Plans are not significant.

Multiemployer Pension Plans

We are subject to several collective-bargaining agreements (“CBAs”) that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees.

As of September 27, 2024, approximately 24 % of our personnel are covered by a CBA and 10 % of our personnel are covered by a CBA that will expire in one year.

The following table outlines our participation in multiemployer pension plans as of September 27, 2024, September 29, 2023 and September 30, 2022.

We participated in the International Association of Machinists National Pension Fund (“IAMNPF”) and Western Conference of Teamsters Pension Trust (“WCTPT”) and certain other plans were aggregated in the Other line in the following table as contributions to each of these plans are not material.

The “EIN/PN” column provides the Employer Identification Number (“EIN”) and the three-digit plan number (“PN”).

The most recent Pension Protection Act (“PPA”) zone status available for 2024 and 2023 is indicated below.

The zone status is based on information that the Company received from the plan and is certified by the plan's actuary.

Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

The “FIP/RP Status Pending/Implemented” column indicates if the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented.

In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone.

The “Surcharge Imposed” column indicates whether a surcharge has been imposed on contributions to the plan.

The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

PPA Zone Status FIP / RP Status Total Contributions by the Company

(Amounts in millions)

Pension Fund EIN/PN 2024 2023 Pending / Implemented September 27, 2024 September 29, 2023 September 30, 2022 Surcharge Imposed Expiration Date of CBA

516031295 / 001 Red Red RP Implemented $ 29 $ 9 $ 21 10.0 % October 31, 2024 to May 31, 2029

91-6145047 / 001 Green Green No 9 9 7 No September 30, 2025 to September 30, 2029

Other 16 6 13

Total $ 54 $ 24 $ 41

(1) Of the 40 CBAs that require contributions to this plan, the contributions through the expiration date of the collective-bargaining agreement will approximate $ 73.0 million to the IAMNPF.

(2) Of the ten CBAs that require contributions to this plan, the contributions through the expiration date of the collective-bargaining agreement will approximate $ 40.0 million to the WCTPT.

These plans are not significant for the years ended October 3, 2025, September 27, 2024 and September 29, 2023.

Note 11 — Stock-Based Compensation

As of October 3, 2025, we had the following stock-based compensation awards outstanding:

• Time-based restricted stock units (“RSUs”) within the Amentum Holdings, Inc.

2024 Stock Incentive Plan (the “Plan”);

• Performance-based restricted stock units (“PSUs”) within the Plan;

• Stock Options within the Plan;

• Amentum Holdings, Inc.

Employee Stock Purchase Plan (“ESPP”).

We issue new shares upon the vesting of stock units or exercising of stock options under these plans.

The Plan provides Amentum’s employees, non-employee directors and consultants the opportunity to receive various types of stock-based compensation awards including stock options, restricted stock units and performance-based awards, as well as cash awards.

As of October 3, 2025, 15.9 million shares of Amentum’s common stock was reserved for future issuance under the Plan.

Time-based Restricted Stock Units

The fair value of the RSUs was determined based on the Company’s common stock closing price on the date of the grant.

The RSUs generally vest 50 % a year over two years , 33 % a year over three years , 25 % a year over four years or cliff vest in three years .

RSU compensation expense is recognized on a straight-line basis ratably over the requisite service period, which is generally the vesting period, unless otherwise specifically noted.

Amounts recognized for forfeitures are adjusted periodically to reflect actual forfeitures.

Changes in RSUs during the year ended October 3, 2025 were not significant.

As of October 3, 2025, there was $ 27 million of unrecognized compensation expense related to the RSUs, scheduled to be recognized over a weighted-average period of 2 years.

The fair value of RSUs that vested in fiscal years 2025 was $ 1 million.

No RSUs vested in fiscal years 2024 and 2023.

Conversion of Restricted Stock Units due to Transaction

As part of the Transaction, 65,182 Jacobs’ restricted stock units were converted to 342,741 of Amentum RSUs.

The fair value of these RSUs was determined based on the Company’s common stock on the Transaction date.

Performance-based Restricted Stock Units

Performance-based restricted stock units vest and the stock is issued at the end of the performance period, which can range from 1 to 3 years, based upon the achievement of specific performance conditions.

If the performance does not satisfy the applicable conditions, no shares will be issued.

The initial PSU grants occurred in fiscal year 2025.

Changes in PSUs during the year ended October 3, 2025 were not significant.

As of October 3, 2025, there was $ 10 million of unrecognized compensation cost which is expected to be recognized over a weighted average of 2 years.

Stock Options

During fiscal year 2025, we commenced the grants of stock options.

The stock options have a vesting term of 3 years with a portion vesting each year over the vesting period.

The fair value of the stock options is estimated based on the date of the grant using the Black-Scholes-Merton option-pricing model and stock option compensation expense is recognized on a straight-line basis ratably over the requisite service period, which is the vesting period.

Changes in stock options during the year ended October 3, 2025 were not significant.

No stock options were provided in fiscal years 2024 and 2023.

Employee Stock Purchase Plan

The Company adopted the Amentum Holdings, Inc.

Employee Stock Purchase Plan (“ESPP”) on September 27, 2024 and implemented the ESPP beginning July 01, 2025.

The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and allows eligible employees the right to purchase shares of our common stock at a 5 % discount of the market value on the last day of the offering period.

For financial reporting purposes, the ESPP is considered non-compensatory, therefore no stock-based compensation expense is recognized to acquire shares under the ESPP.

During fiscal year 2025, $ 3 million was received from ESPP plan participants for the issuance of Amentum common stock.

As of October 3, 2025, participants have purchased 0.1 million shares under the ESPP, at a weighted-average price per share of $ 22.75 .

A total of 2.5 million shares remain available for future issuance under the ESPP.

Amentum Joint Venture LP Class B units

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In connection with the completion of the Transaction on September 27, 2024, the unvested Time-Vested and Performance-Vested Class B units were discretionarily modified to vest in connection with the Transaction.

Due to the modification, we recognized $ 13 million of compensation expense in the consolidated statements of operations.

Due to the modification, we recognized $ 13 million of compensation expense in the consolidated statements of operations for the year ended September 27, 2024.

As of September 27, 2024, there was no unrecognized compensation expense related to the Time-Vested Class B units or the Performance-Vested Class B units.

Amounts recognized for forfeitures are adjusted periodically to reflect actual forfeitures.

For the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022, we recognized Class B unit compensation expense of $ 18 million, $ 3 million and $ 3 million, respectively.

For the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022, there were no income tax benefits recognized from Class B unit compensation expense.

Conversion of Restricted Stock Units due to Transaction

As part of the Transaction, 65,182 Jacobs’ restricted stock units were converted to 342,741 of Amentum time-based restricted stock units (“RSUs”).

The fair value of the RSUs was determined based on the Company’s common stock on the Transaction

The RSUs generally vest 50 % a year over two years , 33 % a year over three years , 25 % a year over four years or cliff vest in three years .

RSU compensation expense is recognized on a straight-line basis ratably over the requisite service period, which is generally the vesting period, unless otherwise specifically noted.

No compensation expense was recognized for RSUs for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022.

As of September 27, 2024, there was $ 5 million of unrecognized compensation expense related to the RSUs, scheduled to be recognized over a weighted-average period of 2.1 years.

Amounts recognized for forfeitures were adjusted periodically to reflect actual forfeitures.

For the fiscal years ended September 27, 2024 and September 29, 2023, we recognized Class B unit compensation expense of $ 18 million and $ 3 million, respectively.

For the fiscal years ended September 27, 2024 and September 29, 2023, there were no income tax benefits recognized from Class B unit compensation expense.

Stock-Based Compensation Expense and Related Tax Benefits Recognized

Stock-based compensation expense and the related income tax benefits recognized under all plans were as follows:

For the years ended

(Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023

RSUs $ 16 $ — $ —

Stock Options 1 — —

Class B units — 18 3

Total stock-based compensation expense $ 21 $ 18 $ 3

Income tax benefits recognized from stock-based compensation $ 3 $ — $ —

Note 12 — Debt

Debt consisted of the following:

(Amounts in millions) September 27, 2024 September 29, 2023

(Amounts in millions) October 3, 2025 September 27, 2024

Term Loan $ 3,000 $ 3,750

First Lien Term Facilities — 3,292

Second Lien Term Facilities — 885

Senior notes 1,000 1,000

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Total long-term debt, net of current portion $ 3,901 $ 4,643

New Credit Facility

On January 31, 2020, we entered into a first lien credit agreement (“Prior First Lien Credit Agreement”) for a senior secured credit facility (the “Prior Credit Facility”) for, among other things, working capital and general corporate purposes with a banking syndicate and JPMorgan Chase Bank, N.A.

as administrative agent.

The Prior Credit Facility was subsequently amended on November 20, 2020 in connection with the acquisition of DefCo Holdings, Inc, on February 15, 2022, in connection with the acquisition of PAE Incorporated, and on May 25, 2023 to transition our interest rates from the London Interbank Offered Rate (“LIBOR”) to the Term Benchmark Risk Free Rate (“Term Benchmark RFR”).

As amended, the Company’s Prior First Lien Credit Agreement consisted of a $ 1,090 million First Lien Tranche 1 Term Facility and a $ 2,266 million First Lien Tranche 3 Term Facility (collectively, the “Prior First Lien Term Facilities”), a $ 350 million revolving credit facility (“Prior Revolver”), a $ 168 million letter of credit subfacility and a $ 50 million swingline subfacility.

On September 27, 2024, in connection with the consummation of the Transaction, we repaid all outstanding borrowings and other amounts under the Prior First Lien Credit Agreement and the second lien credit agreement dated as of January 31, 2020, as amended (together with the Prior First Lien Credit Agreement, the “Prior Credit Agreements”) and the Prior Credit Agreements were terminated on September 27, 2024.

On September 27, 2024, we entered into a Credit Agreement (the “Credit Agreement”), by and among Amentum, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, for a new senior secured credit facility (the “New Credit Facility”).

The New Credit Facility provides for a seven year , $ 3,750 million term facility (“Term Loan”) and a five year , $ 850 million revolving facility (“Revolver”) including a $ 200 million letter of credit subfacility and a $ 100 million swingline subfacility.

Credit Facility

On September 27, 2024, in connection with the consummation of the Transaction, we repaid all outstanding borrowings and other amounts under the prior first lien credit agreement and the prior second lien credit agreement dated as of January 31, 2020, as amended, (together, the “Prior Credit Agreements”) and the Prior Credit Agreements were terminated on September 27, 2024.

The Credit Facility provides for a seven year , $ 3,750 million term facility (“Term Loan”) and a five year , $ 850 million revolving facility (“Revolver”) including a $ 200 million letter of credit subfacility and a $ 100 million swingline subfacility.

The Credit Agreement was originally entered into by Amentum Parent Holdings LLC, and Amentum became a party to, and a borrower under the Credit Agreement as a result of the merger between Amentum and Amentum Parent Holdings LLC entered into in connection with the Transaction.

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The Revolver and the Term Loan mature on September 27, 2029 and September 27, 2031, respectively.

The New Credit Facility is secured by substantially all of our assets and guaranteed by substantially all of our domestic subsidiaries.

A portion of the New Credit Facility was used, together with other cash sources, to repay in full all outstanding borrowings and other amounts under the Prior Credit Agreements and to pay related fees and expenses related to the financing and the related transactions.

The Credit Facility is secured by substantially all of our assets and guaranteed by substantially all of our domestic subsidiaries.

A portion of the Credit Facility was used, together with other cash sources, to repay in full all outstanding borrowings and other amounts under the Prior Credit Agreements and to pay related fees and expenses related to the financing and the related transactions.

Proceeds of the Revolver under the Credit Agreement may be used for general corporate purposes.

Due to the debt modification, we recognized $ 31 million, zero and $ 32 million of debt issuance costs presented within loss on extinguishment of debt in the consolidated statements of operations for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

Debt issuance costs previously presented in selling, general, and administrative expenses in the consolidated statements of operations in our 2023 Annual Report were reclassified to loss on extinguishment of debt in the consolidated statements of operations.

Further, we recognized $ 14 million due to a loss on the debt modification presented within loss on extinguishment of debt in the consolidated statements of operations during the fiscal year ended September 27, 2024.

There was no such charge during the years ended September 29, 2023 and September 30, 2022.

As of September 27, 2024 and September 29, 2023, the available borrowing capacity under the New Credit Facility and the Prior Credit Facility were $ 808 million and $ 306 million, respectively, and included $ 42 million and $ 44 million, respectively, in issued letters of credit.

As of September 27, 2024 and September 29, 2023, there were no amounts borrowed under the Revolver and Prior Revolver.

Interest Rates on Term Loan and Prior First Lien Term Facilities

Under the New Credit Facility, the interest rate per annum applicable to the Term Loan is, at the Company’s option, equal to either the Alternate Base Rate (“ABR”) plus 1.25 % or the Term Secured Overnight Financing Rate (“SOFR”) plus 2.25 %.

In fiscal year 2025, we made voluntary principal payments on the Term Loan of approximately $ 191 million, $ 250 million and $ 281 million on June 27, 2025, July 31, 2025 and September 30, 2025 , respectively, and as a result, we recognized $ 12 million of cost within loss on extinguishment of debt in the consolidated statements of operations during the fiscal year ended October 3, 2025.

Due to the debt modification in fiscal year 2024, we recognized $ 31 million of debt issuance costs presented within loss on extinguishment of debt in the consolidated statements of operations for the year ended September 27, 2024.

Further, we recognized $ 14 million of costs due to a loss on the debt modification presented within loss on extinguishment of

debt in the consolidated statements of operations during the fiscal year ended September 27, 2024.

There was no such charge during the year ended September 29, 2023.

As of October 3, 2025 and September 27, 2024, the available borrowing capacity under the Credit Facility was $ 766 million and $ 808 million, respectively, and included $ 84 million and $ 42 million, respectively, in issued letters of credit.

As of October 3, 2025 and September 27, 2024, there were no amounts borrowed under the Revolver.

Interest Rates on Term Loan

Under the Credit Facility, the interest rate per annum applicable to the Term Loan is, at the Company’s option, equal to either the Alternate Base Rate (“ABR”) plus 1.25 % or the Term Secured Overnight Financing Rate (“SOFR”) plus 2.25 %.

The interest rate per annum shall be reduced by 0.25 % in the event certain corporate ratings are achieved.

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Government Securities Business Days prior to such day plus 1.00 %.

Under the Prior Credit Facility, the interest rate per annum applicable to the Tranche 1 Term Loan was, at the Company's option, equal to either the ABR plus 2.50 % to 3.00 % or the Term Benchmark Risk Free Rate (“Term Benchmark RFR”) plus 3.50 % to 4.00 % based on our first lien leverage ratio.

The ABR is the rate equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank Rate in effect on such day plus 0.50 %, and the Adjusted Term SOFR for a one-month interest period plus 1.00 %.

The interest rate per annum applicable to the Tranche 3 Term Loan was, at the Company's option, equal to either the ABR plus 2.50 % to 3.00 % or the Term Benchmark RFR which had a floor of 0.50 %, plus 3.50 % to 4.00 % based on our first lien leverage ratio.

Term Loan and Prior First Lien Term Facilities Amortization Payments and Prepayments

Under the New Credit Facility, commencing March 31, 2025, we are required to make quarterly principal amortization payments equal to 0.25 % of the original principal amount of the Term Loan, with the remainder of the principal being due at maturity.

Term Loan Amortization Payments and Prepayments

Under the Credit Facility, we are required to make quarterly principal amortization payments equal to 0.25 % of the original principal amount of the Term Loan, which commenced on March 31, 2025, with the remainder of the principal being due at maturity.

Any repayments and prepayments of borrowings under the term facility may not be reborrowed.

Beginning with fiscal year 2025, the New Credit Facility contains an annual requirement to submit a portion of our excess cash flow (as defined in the New Credit Facility), within ten business days of delivering annual financial statements, as a Term Loan prepayment.

Beginning with fiscal year 2026, the Credit Facility contains an annual requirement to submit a portion of our excess cash flow (as defined in the Credit Facility), within ten business days of delivering annual financial statements, as a Term Loan prepayment.

No such prepayments have been required or made.

Under the Prior Credit Facility, we were required to make quarterly principal amortization payments of 0.25 % of the original principal amount of the Prior First Lien Term Facilities with the remainder of the principal being due at maturity.

The Prior Credit Facility also contained an annual requirement to submit a portion of our excess cash flow (as defined in the Prior Credit Facility), within five business days of delivering annual financial statements, as a Prior First Lien Term Facilities prepayment.

No such prepayments were required or made.

Interest Rates on Revolver & Swingline Loans

Under the New Credit Facility, borrowings under the Revolver are available in U.S.

Under the Credit Facility, borrowings under the Revolver are available in U.S.

dollars, Canadian dollars, euro and Sterling.

The interest rate per annum applicable to the Revolver, at the Company's option, is equal to either the ABR or Canadian Prime Rate plus 0.50 % to 1.25 % or the Term SOFR, EURIBOR or Term Canadian Overnight Report Rate Average (“CORRA”) plus 1.50 % to 2.25 % based on our first lien leverage ratio.

Under the Prior Credit Facility, the interest rate per annum applicable to the Prior Revolver, at the Company's option, was equal to either the ABR or Canadian Prime Rate plus 2.50 % to 3.00 % or the Term Benchmark RFR plus 3.50 % to 4.00 % based on our first lien leverage ratio.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

Under the New Credit Facility, a portion of the revolving facility is available for the issuance of letters of credit in U.S.

Under the Credit Facility, a portion of the revolving facility is available for the issuance of letters of credit in U.S.

dollars, Canadian dollars, euro, Sterling and certain other foreign currencies.

The interest rate per annum applicable to the letter of credit subfacility is equal to a range between 1.50 % to 2.25 % based on our first lien leverage ratio.

All of our letters of credit

under the New Credit Facility are also subject to a 0.125 % fronting fee.

All of our letters of credit under the Credit Facility are also subject to a 0.125 % fronting fee.

The unused commitment fee on our Revolver is 0.25 % to 0.40 % based on our first lien leverage ratio.

Under the Prior Credit Facility, the interest rate per annum applicable to the letter of credit subfacility was equal to a range between 3.50 % to 4.00 % based on our first lien leverage ratio.

All of our letters of credit under the Prior Credit Facility were also subject to a 0.125 % fronting fee.

The unused commitment fee on our Prior Revolver was 0.25 % to 0.50 % based on our first lien leverage ratio.

The Credit Agreement contains customary prepayment rights and customary mandatory prepayments, as well as customary affirmative and negative covenants that apply to Amentum and its restricted subsidiaries, including limitations on indebtedness, liens, restricted payments, restricted debt payments, investments, burdensome agreements, disposition of assets, transactions with affiliates, conduct of business and fundamental changes.

The Term Loan does not include any financial maintenance covenants.

The Revolver includes a financial maintenance covenant that requires, in certain circumstances tied to the usage of the Revolver and commencing with the second full fiscal quarter ending after September 27, 2024, compliance with a maximum first lien net leverage ratio of 5.25 to 1.00, stepping down to 5.00 to 1.00 commencing with the fifth full fiscal quarter ending after September 27, 2024.

The Revolver includes a financial maintenance covenant that requires, in certain circumstances tied to the usage of the Revolver and commenced with the second full fiscal quarter ended after September 27, 2024, compliance with a maximum first lien net leverage ratio of 5.25 to 1.00, stepping down to 5.00 to 1.00 commencing with the fifth full fiscal quarter ending after September 27, 2024.

A breach of the financial maintenance covenant will only result in a default or event of default with respect to the Term Loan if the lenders under the Revolver have, as a result of such breach, demanded repayment of the obligations under the Revolver or otherwise accelerated such obligations (and terminated the commitments under the Revolver) and such demand or acceleration has not been rescinded.

The Credit Agreement contains customary events of default (with customary qualifications, exceptions, grace periods and notice provisions), including nonpayment of principal, interest, fees or other amounts, defaults under other agreements, breach of loan documents, breach of representations and warranties, voluntary and involuntary bankruptcy or appointment of receiver, unsatisfied judgments and attachments, certain ERISA events, change of control, invalidity of guaranties, collateral documents and other loan documents, and obligations ceasing to constitute senior indebtedness for purposes of certain subordinated indebtedness.

The obligations of Amentum and any borrowing subsidiaries under the Credit Agreement and certain designated cash management obligations, hedging obligations and ancillary services obligations, are unconditionally guaranteed on a senior basis (subject to customary exceptions) by, and secured by perfected first-priority security interests (subject to permitted liens and other customary exceptions) in substantially all tangible and intangible assets of Amentum and its wholly owned material domestic restricted subsidiaries.

Second Lien Term Loan

On January 31, 2020, we entered into a second lien credit agreement (“Second Lien Credit Agreement”) with a banking syndicate and Royal Bank of Canada as administrative agent, which was subsequently amended on February 15, 2022, in connection with the acquisition of PAE, and on May 25, 2023 to transition our interest rates from LIBOR to Adjusted Term SOFR.

As amended, the Company’s Second Lien Credit Agreement consisted of a $ 335 million Second Lien Tranche 1 Term Facility and a $ 550 million Second Lien Tranche 2 Term Facility (collectively, the “Second Lien Term Facilities”), which maturing on January 31, 2028 and February 15, 2030, respectively.

On September 27, 2024, in connection with the consummation of the Transaction, we entered into the Credit Agreement and a portion of the proceeds received from the New Credit Facility and the Senior Notes were used to payoff the remaining principal of the Second Lien Term Facilities.

Interest Rates and Fees

The interest rate per annum applicable to the Second Lien Tranche 1 Term Loan was, at the Company's option, equal to either the ABR plus 7.75 % or Adjusted Term SOFR plus 8.75 %, which had a floor of 1.25 %.

The interest rate per annum applicable to the Second Lien Tranche 2 Term Loan was equal to Adjusted Term SOFR plus 7.50 %, which had a floor of 0.75 %.

Second Lien Term Loan Amortization Payments and Prepayments

We were not required to make principal amortization payments with respect to the Second Lien Term Facilities prior to maturity.

On May 31, 2024, we made a $ 150 million voluntary principal payment on the Second Lien Tranche 1 Term Facility.

The original issue discount and deferred financing costs for the year ended September 27, 2024 was reduced by $ 3 million related to the write-off of original issue discount and deferred financing costs, presented within interest expense and other, net in the consolidated statements of operations as a result of the payment.

The Second Lien Term Facilities contained an annual requirement to submit a portion of our excess cash flow (as defined in the Second Lien Credit Agreement), within five business days of delivering annual financial statements, as a Second Lien Term Facilities prepayment.

No such prepayments were required or made.

and other customary exceptions) in substantially all tangible and intangible assets of Amentum and its wholly owned material domestic restricted subsidiaries.

In connection with the consummation of the Transaction, 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 (the “Senior Notes”).

The proceeds of the notes offering were initially funded into escrow and released concurrently with the consummation of the merger.

Interest on the Senior Notes accrues at the rate of 7.250 % per annum and is payable on February 1 and August 1 of each year, commencing on February 1, 2025.

Interest on the Senior Notes accrues at the rate of 7.250 % per annum and is payable on February 1 and August 1 of each year, which commenced on February 1, 2025.

The Senior Notes are governed by the terms of the indenture dated as of August 13, 2024 (the “Indenture”), among Amentum Holdings, Inc., the Guarantors (as defined below) and U.S.

Bank Trust Company National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by (1) the Company, and (2) our wholly-owned domestic restricted subsidiaries that currently guarantee the New Credit Facility (the “Guarantors”).

The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction.

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Debt Maturity Schedule

Future principal maturities of the Company’s long-term debt as of September 27, 2024 are as follows:

Future principal maturities of the Company’s long-term debt as of October 3, 2025 are as follows:

Year Ending September 30, ( Amounts in millions)

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The change in fair value of the interest rate swaps is presented within accumulated other comprehensive income on our consolidated balance sheet and subsequently reclassified into interest expense and other, net on our consolidated statements of income and comprehensive loss in the period when the hedged transaction affects earnings.

See Note 13 — Fair Value of Financial Assets and Liabilities and Note 17 — Accumulated Other Comprehensive Income (Loss) for additional information.

Note 13 — Fair Value of Financial Assets and Liabilities

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The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy (in millions):

Description Classification Fair Value Hierarchy September 27, 2024 September 29, 2023

Description Classification Fair Value Hierarchy October 3, 2025 September 27, 2024

Interest rate swaps Prepaid expenses and other current assets Level 2 $ 3 $ 8

Interest rate swaps Other long-term assets Level 2 — 1

Interest rate swaps Other accrued liabilities Level 2 ( 3 ) —

Interest rate swaps Other current liabilities Level 2 ( 4 ) ( 3 )

Interest rate swaps Other long-term liabilities Level 2 ( 2 ) ( 13 )

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All lease payments are based on the passage of time and certain leases are subject to annual escalations for increases in base rents.

The Company's lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The Company's lease terms include options to extend or terminate the lease when it is reasonably certain that we will

exercise that option.

We have no significant long-term purchase agreements with service providers and our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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We also elected a package of practical expedients permitted under ASC 842 which allows the carry forward of historical lease classifications.

Short-term lease rental expense was $ 40 million, $ 42 million and $ 46 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

Short-term lease rental expense was $ 53 million, $ 40 million and $ 42 million for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

Operating Leases

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These leases are classified as operating leases and are recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets.

The following tables present our operating leases as of September 27, 2024 and September 29, 2023:

(Amounts in millions) Classification September 27, 2024 September 29, 2023

The following tables present our operating leases as of October 3, 2025 and September 27, 2024:

(Amounts in millions) Classification October 3, 2025 September 27, 2024

Operating lease right-of-use assets Other long-term assets $ 211 $ 250

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(1) As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Lease Term and Discount Rate September 27, 2024 September 29, 2023

Lease Term and Discount Rate October 3, 2025 September 27, 2024

Weighted average remaining lease term (years) 4.4 4.4

Operating leases 4.4 4.9

Weighted average discount rate 4.6 % 4.0 %

Operating leases 4.0 % 3.0 %

The following tables present selected financial information for the years ended September 27, 2024, September 29, 2023 and September 30, 2022:

The following tables present selected financial information for the years ended October 3, 2025, September 27, 2024 and September 29, 2023:

Lease Cost For the years ended

(Amounts in millions) Classification September 27, 2024 September 29, 2023 September 30, 2022

(Amounts in millions) Classification October 3, 2025 September 27, 2024 September 29, 2023

Operating lease cost Cost of revenues $ 34 $ 44 $ 40

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Other Information For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

(Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023

Cash paid for amounts included in the measurement of lease liabilities

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Consulting and Management Fees

We have a Master Consulting and Advisory Services agreement (“Consulting Agreement”) with American Securities LLC and Lindsay Goldberg LLC where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing certain management and advisory services.

We incurred $ 4 million of consulting fees in conjunction with the Consulting Agreement for the each of the years ended September 27, 2024, September 29, 2023 and September 30, 2022.

For the year ended September 30, 2022, we incurred $ 14 million of American Securities LLC and Lindsay Goldberg LLC fees in conjunction with the consummation of the PAE acquisition.

No such American Securities LLC and Lindsay Goldberg LLC fees were incurred for the years ended September 27, 2024 and September 29, 2023.

We previously had a Master Consulting and Advisory Services agreement (“Consulting Agreement”) with American Securities LLC and Lindsay Goldberg LLC where, pursuant to the terms of the agreement, they made personnel available to us for the purpose of providing certain management and advisory services.

We incurred $ 4 million of consulting fees in conjunction with the Consulting Agreement for the each of the years ended September 27, 2024 and September 29, 2023.

There was no such expense during the year ended October 3, 2025.

Capital Contribution

Immediately prior to the Transaction, Amentum Equityholder contributed $ 235 million in cash to the Company.

In fiscal year 2024, immediately prior to the Transaction, Amentum Equityholder contributed $ 235 million in cash to the Company.

Note 16 — Joint Ventures

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• a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.

The following table presents selected financial information for our consolidated joint ventures that are VIEs as of September 27, 2024 and September 29, 2023:

(Amounts in millions) September 27, 2024 September 29, 2023

The following table presents selected financial information for our consolidated joint ventures that are VIEs as of October 3, 2025 and September 27, 2024:

(Amounts in millions) October 3, 2025 September 27, 2024

Cash and cash equivalents $ 167 $ 160

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Total liabilities and equity $ 358 $ 484

The following table presents selected financial information for our consolidated joint ventures that are VIEs for the years ended September 27, 2024, September 29, 2023 and September 30, 2022:

The following table presents selected financial information for our consolidated joint ventures that are VIEs for the years ended October 3, 2025, September 27, 2024 and September 29, 2023:

For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

(Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023

Revenues $ 1,489 $ 370 $ 334

Cost of revenues ( 1,371 ) ( 337 ) ( 281 )

Net income 29 50 64

The Company has an ownership share in approximately 25 active joint ventures that are accounted for as equity method investments and the Company’s ownership percentages generally range from 10 % to 51 %.

The following table presents selected financial information for our unconsolidated joint ventures, included as equity method investments on the consolidated balance sheets, as of September 27, 2024 and September 29, 2023:

(Amounts in millions) September 27, 2024 September 29, 2023

Net income including non-controlling interests 108 29 50

The Company has an ownership share in approximately 30 active joint ventures that were determined to be VIEs and are accounted for as equity method investments and the Company’s ownership percentages generally range from 25 % to 50 %.

(Amounts in millions) October 3, 2025 September 27, 2024

Current assets $ 1,120 $ 701

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Total liabilities and joint ventures' equity $ 1,169 $ 744

The following table presents selected financial information for our equity method investments for the years ended September 27, 2024, September 29, 2023 and September 30, 2022:

The following table presents selected financial information for our equity method investments for the years ended October 3, 2025, September 27, 2024 and September 29, 2023:

For the years ended

(Amounts in millions) September 27, 2024 September 29, 2023 September 30, 2022

(Amounts in millions) October 3, 2025 September 27, 2024 September 29, 2023

Revenues $ 3,603 $ 2,634 $ 2,373

Cost of revenues ( 3,357 ) ( 2,442 ) ( 2,215 )

Net income 183 152 66

Related party receivables due from our equity method investments were $ 37 million and $ 34 million as of September 27, 2024 and September 29, 2023, respectively.

Net income including non-controlling interests 207 183 152

Related party receivables due from our equity method investments were $ 63 million and $ 37 million as of October 3, 2025 and September 27, 2024, respectively.

These receivables are a result of items purchased and services rendered by us on behalf of our equity method investments.

We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest.

The related party revenues earned from our equity method investments was $ 126 million and $ 45 million for the years ended September 27, 2024 and September 29, 2023, respectively.

The related party revenues earned from our equity method investments was $ 276 million, $ 126 million and $ 45 million for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

Many of our joint ventures only perform on a single contract.

The modification or termination of a contract under a joint venture could trigger an impairment in the fair value of our investment in these entities.

In the aggregate, our maximum exposure to losses was $ 123 million related to our equity method investments as of September 27, 2024.

In the aggregate, our maximum exposure to losses was $ 196 million related to our equity method investments as of October 3, 2025.

Note 17 — Accumulated Other Comprehensive Income (Loss)

The accumulated balances and reporting period activities for the years ended September 27, 2024, September 29, 2023 and September 30, 2022 related to accumulated other comprehensive income (loss) are summarized as follows:

Gain (Loss) on Derivative Instruments Foreign Currency Translation Adjustments Pension Related Adjustments Income Tax (Provision) Benefit Related to Items of Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)

The accumulated balances and reporting period activities for the years ended October 3, 2025, September 27, 2024 and September 29, 2023 related to accumulated other comprehensive income (loss) are summarized as follows:

Gain (Loss) on Derivative Instruments Foreign Currency Translation Adjustments Pension Adjustments Income Tax (Provision) Benefit Related to Items of Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)

(Amounts in millions)

Balance at October 1, 2021 $ — $ — $ 14 $ ( 3 ) $ 11

Other comprehensive income (loss) before reclassification — ( 8 ) 8 ( 2 ) ( 2 )

Balance at September 30, 2022 $ — $ ( 8 ) $ 22 $ ( 5 ) $ 9

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Balance at September 27, 2024 ( 22 ) 3 55 ( 13 ) 23

Other comprehensive income (loss) before reclassification 21 3 3 ( 4 ) 23

Amounts reclassified from accumulated other comprehensive (loss) income ( 7 ) — ( 1 ) 2 ( 6 )

Balance at October 3, 2025 $ ( 8 ) $ 6 $ 57 $ ( 15 ) $ 40

Note 18 — Segment Information

We operate our business activities and report financial results as one business segment.

The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and the manner in which our chief operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.

Substantially all of the Company’s tangible long-lived assets are located in the United States.

As such, long-lived assets by geographic location are not presented.

We operate our business activities and report financial results as two reportable segments:

Digital Solutions (“DS”) and Global Engineering Solutions (“GES”).

government and allied nations.

The presentation of financial results as two reportable segments is consistent with the way the Company operates its business and the manner in which our chief operating decision maker (“CODM”), currently our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.

The CODM evaluates the performance of our segments based on revenues and Adjusted EBITDA.

Adjusted EBITDA is most comparable to net income (loss) attributable to common shareholders prepared based on GAAP.

The Company defines Adjusted EBITDA as net income (loss) attributable to common shareholders adjusted for interest expense and other, net, provision for income taxes, depreciation and amortization, and certain discrete items that are not considered in the evaluation of ongoing operating performance.

These discrete items include acquisition, transaction, and integration costs, non-cash gains and losses, loss on extinguishment of debt, utilization of certain fair market value adjustments assigned in purchase accounting, and stock-based compensation.

While we believe Adjusted EBITDA is a useful metric in evaluating operating performance by allowing better evaluation of underlying segment performance and better period-to-period comparability, it is not a metric defined by GAAP and may not be comparable to non-GAAP metrics presented by other companies.

In fiscal year 2025, the Company adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

Amongst other amendments, the standard requires disclosure of significant segment expenses that are

regularly provided to the CODM.

Cost of revenues is the significant expense that is regularly provided to the Company's CODM, and includes direct contract costs such as labor, materials, and subcontractor costs, allocations of indirect costs, and depreciation expense related to property and equipment directly attributable to contracts.

The following table presents segment information provided to the CODM and reconciles segment Adjusted EBITDA to net income (loss) attributable to common shareholders, with prior year performance measures recast to reflect the current reportable segment structure:

For the years ended

October 3, 2025 September 27, 2024 September 29, 2023

(Amounts in millions) DS GES Total DS GES Total DS GES Total

Revenues $ 5,543 $ 8,850 $ 14,393 $ 1,981 $ 6,407 $ 8,388 $ 1,899 $ 5,966 $ 7,865

Cost of revenues ( 4,924 ) ( 7,956 ) ( 12,880 ) ( 1,761 ) ( 5,829 ) ( 7,590 ) ( 1,659 ) ( 5,424 ) ( 7,083 )

Other segment expenses (1)

( 182 ) ( 227 ) ( 409 ) ( 61 ) ( 119 ) ( 180 ) ( 81 ) ( 105 ) ( 186 )

Adjusted EBITDA attributable to Amentum Holdings, Inc.

$ 437 $ 667 $ 1,104 $ 159 $ 459 $ 618 $ 159 $ 437 $ 596

Depreciation expense ( 40 ) ( 23 ) ( 27 )

Amortization of intangibles ( 479 ) ( 228 ) ( 298 )

Interest expense and other, net ( 353 ) ( 438 ) ( 397 )

Non-controlling interests ( 7 ) ( 1 ) ( 7 )

Acquisition, transaction and integration costs (2)

( 85 ) ( 62 ) ( 39 )

Non-cash GAAP expense (gain) (3)

Loss on extinguishment of debt (4)

( 12 ) ( 45 ) —

Utilization of fair market value adjustments (5)

Stock-based compensation (6)

( 21 ) ( 18 ) ( 3 )

Income (loss) before income taxes 115 ( 123 ) ( 340 )

Provision for income taxes ( 56 ) 40 19

Net income (loss) including non-controlling interests 59 ( 83 ) ( 321 )

Net income (loss) attributable to non-controlling interests 7 1 7

Net income (loss) attributable to common shareholders $ 66 $ ( 82 ) $ ( 314 )

(1) Represents the difference between segment revenues, costs of revenues, and Adjusted EBITDA attributable to Amentum Holdings, Inc.

Other segment expenses primarily includes selling, general, and administrative expenses, and equity earnings of non-consolidated subsidiaries and excludes certain discrete items that are not considered in the evaluation of ongoing performance.

(2) Represents acquisition, transaction and integration costs, including severance, retention, and other adjustments related to acquisition and integration activities.

(3) Represents a non-cash goodwill impairment charge and a non-cash gain on acquisition of controlling interest.

(4) Represents the write-off of debt discount and debt issuance costs as a result of debt modifications.

(5) Represents the periodic utilization of the fair market value adjustments assigned to certain equity method investments and non-controlling interests based on the remaining period of performance for the related contract.

(6) Represents non-cash compensation expenses recognized for stock-based arrangements.

Asset information by segment is not a key measure of performance used by the CODM.

Note 19 — Composition of Certain Financial Statement Captions

The following tables present financial information of certain consolidated balance sheet captions.

Prepaid expenses and other current assets

(Amounts in millions) October 3, 2025 September 27, 2024

Prepaid expenses $ 87 $ 81

Prepaid taxes 57 47

Prepaid supplies and materials 18 23

Other current assets 35 80

Total prepaid expenses and other current assets $ 197 $ 231

Property and equipment, net

(Amounts in millions) Useful Lives September 27, 2024 September 29, 2023

(Amounts in millions) Useful Lives October 3, 2025 September 27, 2024

Aircraft 5 to 10 years

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Total property and equipment, net $ 114 $ 144

Depreciation expense was $ 23 million, $ 27 million and $ 20 million for the years ended September 27, 2024, September 29, 2023 and September 30, 2022, respectively.

As of September 27, 2024, September 29, 2023 and September 30, 2022, Property and equipment, net, also included the accrual for property additions in accounts payable of $ 1 million, $ 2 million and $ 0 million, respectively.

Other long-term assets

(Amounts in millions) September 27, 2024 September 29, 2023

Operating lease right-of-use assets $ 250 $ 216

Long-term contract assets 138 138

Total other long-term assets $ 444 $ 414

Depreciation expense was $ 40 million, $ 23 million and $ 27 million for the years ended October 3, 2025, September 27, 2024 and September 29, 2023, respectively.

As of October 3, 2025, September 27, 2024 and September 29, 2023, Property and equipment, net, also included the accrual for property additions in accounts payable of $ 3 million, $ 1 million and $ 2 million, respectively.

Accrued compensation and benefits

(Amounts in millions) September 27, 2024 September 29, 2023

(Amounts in millions) October 3, 2025 September 27, 2024

Wages, compensation and other benefits $ 448 $ 421

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Other current liabilities

(Amounts in millions) September 27, 2024 September 29, 2023

(Amounts in millions) October 3, 2025 September 27, 2024

Contract losses $ 170 $ 61

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Other long-term liabilities

(Amounts in millions) September 27, 2024 September 29, 2023

(Amounts in millions) October 3, 2025 September 27, 2024

Operating lease liabilities $ 157 $ 193

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Total other long-term liabilities $ 325 $ 444

Note 21 — Loss Per Share

Note 20 — Earnings (Loss) Per Share

For the periods prior to September 27, 2024, the Company retrospectively adjusted the weighted average shares used in determining loss per share to reflect the conversion of the ownership interests of Amentum Parent Holdings LLC held by AJVLP that converted into 90,021,804 shares of the Company’s common stock at Transaction close.

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There were no anti-dilutive shares in fiscal year 2025 or 2023.

Basic and diluted loss per share are computed as follows (in millions, except per share data):

Basic and diluted earnings (loss) per share are computed as follows (in millions, except per share data):

For the years ended

September 27, 2024 September 29, 2023 September 30, 2022

Net loss attributable to common shareholders $ ( 82 ) $ ( 314 ) $ ( 84 )

October 3, 2025 September 27, 2024 September 29, 2023

Net income (loss) attributable to common shareholders $ 66 $ ( 82 ) $ ( 314 )

Weighted-average number of basic shares outstanding during the period 243 91 90

Dilutive effect of RSUs 1 — —

Weighted-average number of diluted shares outstanding during the period 244 91 90

Basic loss per share $ ( 0.90 ) $ ( 3.49 ) $ ( 0.93 )

Diluted loss per share $ ( 0.90 ) $ ( 3.49 ) $ ( 0.93 )

Basic earnings (loss) per share $ 0.27 $ ( 0.90 ) $ ( 3.49 )

Diluted earnings (loss) per share $ 0.27 $ ( 0.90 ) $ ( 3.49 )

Note 21 — Legal Proceedings and Commitments and Contingencies

The Company is involved in various claims, disputes and administrative proceedings arising in the normal course of business.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that an unfavorable result and/or liability will be incurred and the cost of the unfavorable result or liability

can be reasonably estimated.

Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity.

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In management’s opinion, audit adjustments that may result from audits not yet completed or started are not expected to have a material adverse effect on the Company’s operations and liquidity.

Pending Litigation and Claims

Department of Energy Claims

In January 2020, the Company purchased assets and assumed liabilities associated with AECOM Energy & Construction, Inc.

(the “Acquired Affiliate”) from AECOM (the “Seller”).

At the time of the acquisition, the Acquired Affiliate had pending claims against the U.S.

Department of Energy (“DOE”) related to a contract performed prior to the acquisition.

The Company and the Seller agreed that all future claim recoveries and costs with the DOE would be split 10 % to the Company and 90 % to the Seller.

Following the DOE’s denial of the claims, on December 20, 2020, the Acquired Affiliate filed an appeal of these decisions in the U.S.

Court of Federal Claims.

The Company has estimated and recorded $ 138 million within other long-term assets on the balance sheet and $ 125 million within other long-term liabilities on the balance sheet representing the Company’s payable to the Seller related to this matter.

No changes to these amounts have been recorded since the acquisition.

The Company intends to cooperate with the Seller in the pursuit of all claimed amounts but can provide no certainty that the Company will recover the claims.

The Company does not believe any additional incurred claims or costs related to this matter will have a material adverse effect on the Company’s results of operations.

Government Investigations

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There are currently no investigations that are expected to have a material impact on our results of operations.

Note 23 — Subsequent Events

Trading of Common Stock

Amentum's common stock began regular-way trading on the New York Stock Exchange (“NYSE”) on September 30, 2024 under the ticker symbol “AMTM”.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data