Amentum Holdings, Inc. 10-Q

Item 1. Financial Statements (Unaudited) AMENTUM HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except per share data) July 3, 2026 October 3, 2025 ASSETS Current assets: Cash and cash equivalents $ 459 $ 437 Accounts receivable, net 2,553 2,479 Prepaid expenses and other current assets 177 197 Total current assets 3,189 3,113 Property and equipment, net 108 114 Equity method investments 204 196 Goodwill 5,703 5,703 Intangible assets, net 1,675 1,955 Other long-term assets 320 379 Total assets $ 11,199 $ 11,460 LIABILITIES Current liabilities: Current portion of long-term debt $ 54 $ 42 Accounts payable 825 892 Accrued compensation and benefits 546 705 Contract liabilities 171 227 Other current liabilities 498 488 Total current liabilities 2,094 2,354 Long-term debt, net of current portion 3,771 3,901 Deferred tax liabilities 273 260 Other long-term liabilities 272 325 Total liabilities 6,410 6,840 Commitments and contingencies (Note 13) SHAREHOLDERS' EQUITY Common stock, $ 0.01 par value, 1,000,000,000 shares authorized; 244,319,846 shares issued and outstanding at July 3, 2026 and 243,464,776 shares issued and outstanding at October 3, 2025. 2 2 Additional paid-in capital 4,946 4,924 Retained deficit ( 297 ) ( 461 ) Accumulated other comprehensive income 44 40 Total Amentum shareholders' equity 4,695 4,505 Non-controlling interests 94 115 Total shareholders' equity 4,789 4,620 Total liabilities and shareholders' equity $ 11,199 $ 11,460 See notes to unaudited condensed consolidated financial statements 4 AMENTUM HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in millions, except per share data) Three Months Ended Nine Months Ended July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Revenues $ 3,490 $ 3,561 $ 10,205 $ 10,468 Cost of revenues ( 3,130 ) ( 3,193 ) ( 9,174 ) ( 9,372 ) Selling, general, and administrative expenses ( 122 ) ( 165 ) ( 361 ) ( 440 ) Amortization of intangibles ( 94 ) ( 118 ) ( 282 ) ( 358 ) Equity earnings of non-consolidated subsidiaries 28 18 73 47 Operating income 172 103 461 345 Interest expense and other, net ( 62 ) ( 88 ) ( 209 ) ( 261 ) Loss on extinguishment of debt ( 16 ) ( 3 ) ( 16 ) ( 3 ) Income before income taxes 94 12 236 81 Provision for income taxes ( 28 ) ( 13 ) ( 72 ) ( 59 ) Net income (loss) including non-controlling interests 66 ( 1 ) 164 22 Less: net income (loss) attributable to non-controlling interests — 11 — 4 Net income attributable to common shareholders $ 66 $ 10 $ 164 $ 26 Earnings per share: Basic $ 0.27 $ 0.04 $ 0.67 $ 0.11 Diluted $ 0.27 $ 0.04 $ 0.67 $ 0.11 See notes to unaudited condensed consolidated financial statements 5 AMENTUM HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (in millions) Three Months Ended Nine Months Ended July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Net income (loss) including non-controlling interests $ 66 $ ( 1 ) $ 164 $ 22 Other comprehensive income: Net unrealized gain on interest rate swaps 1 — 6 15 Foreign currency translation adjustments 8 15 — 8 Pension adjustments — ( 1 ) ( 1 ) ( 1 ) Other comprehensive income 9 14 5 22 Income tax provision related to items of other comprehensive income — — ( 1 ) ( 2 ) Other comprehensive income, net of tax 9 14 4 20 Comprehensive income 75 13 168 42 Net income attributable to non-controlling interests — 11 — 4 Comprehensive income attributable to common shareholders $ 75 $ 24 $ 168 $ 46 See notes to unaudited condensed consolidated financial statements 6 AMENTUM HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (in millions) Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc. Non-controlling Interests Total Shareholders' Equity Shares Amount Balance at April 3, 2026 244 $ 2 $ 4,935 $ ( 363 ) $ 35 $ 4,609 $ 94 $ 4,703 Net income including non-controlling interests — — — 66 — 66 — 66 Other comprehensive loss, net of tax — — — — 9 9 — 9 Distributions to non-controlling interests — — — — — — ( 2 ) ( 2 ) Stock-based compensation and other — — 11 — — 11 2 13 Balance at July 3, 2026 244 $ 2 $ 4,946 $ ( 297 ) $ 44 $ 4,695 $ 94 $ 4,789 Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc. Non-controlling Interests Total Shareholders' Equity Shares Amount Balance at March 28, 2025 243 $ 2 $ 4,907 $ ( 511 ) $ 29 $ 4,427 $ 152 $ 4,579 Net income (loss) including non-controlling interests — — — 10 — 10 ( 11 ) ( 1 ) Other comprehensive income, net of tax — — — — 14 14 — 14 Measurement period adjustments — — — — — — ( 9 ) ( 9 ) Distributions to non-controlling interests — — — — — — 1 1 Stock-based compensation and other — — 7 — — 7 ( 2 ) 5 Balance at June 27, 2025 243 $ 2 $ 4,914 $ ( 501 ) $ 43 $ 4,458 $ 131 $ 4,589 Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc. Non-controlling Interests Total Shareholders' Equity Shares Amount Balance at October 3, 2025 243 $ 2 $ 4,924 $ ( 461 ) $ 40 $ 4,505 $ 115 $ 4,620 Net income including non-controlling interests — — — 164 — 164 — 164 Other comprehensive loss, net of tax — — — — 4 4 — 4 Issuances of common stock 1 — — — — — — — Distributions to non-controlling interests — — — — — — ( 23 ) ( 23 ) Stock-based compensation and other — — 22 — — 22 2 24 Balance at July 3, 2026 244 $ 2 $ 4,946 $ ( 297 ) $ 44 $ 4,695 $ 94 $ 4,789 Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc. Non-controlling Interests Total Shareholders' Equity Shares Amount Balance at September 27, 2024 243 $ 2 $ 4,962 $ ( 527 ) $ 23 $ 4,460 $ 92 $ 4,552 Net income including non-controlling interests — — — 26 — 26 ( 4 ) 22 Other comprehensive income, net of tax — — — — 20 20 — 20 Measurement period adjustments — — ( 63 ) — — ( 63 ) 66 3 Distributions to non-controlling interests — — — — — — ( 21 ) ( 21 ) Stock-based compensation and other — — 15 — — 15 ( 2 ) 13 Balance at June 27, 2025 243 $ 2 $ 4,914 $ ( 501 ) $ 43 $ 4,458 $ 131 $ 4,589 See notes to unaudited condensed consolidated financial statements 7 AMENTUM HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Nine Months Ended July 3, 2026 June 27, 2025 Cash flows from operating activities Net income including non-controlling interests $ 164 $ 22 Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: Depreciation 25 29 Amortization of intangibles 282 358 Loss on extinguishment of debt 16 3 Equity earnings of non-consolidated subsidiaries ( 73 ) ( 47 ) Distributions from equity method investments 87 57 Deferred income taxes 11 ( 44 ) Stock-based compensation 23 15 Other 3 16 Changes in assets and liabilities, net of effects of business acquisition: Accounts receivable, net ( 11 ) ( 154 ) Prepaid expenses and other assets 11 75 Accounts payable, contract liabilities, and other current liabilities ( 198 ) ( 28 ) Accrued compensation and benefits ( 160 ) ( 9 ) Other long-term liabilities 55 ( 20 ) Net cash provided by operating activities 235 273 Cash flows from investing activities Acquisitions, net of cash acquired — ( 70 ) Divestitures, net of cash conveyed 2 358 Payments for property and equipment ( 22 ) ( 18 ) Contributions to equity method investments ( 53 ) ( 36 ) Returns of capital from equity method investments 23 2 Other 2 — Net cash (used in) provided by investing activities ( 48 ) 236 Cash flows from financing activities Borrowings on revolving credit facilities 2,403 858 Payments on revolving credit facilities ( 2,403 ) ( 858 ) Proceeds from borrowing under the term loans 2,991 — Repayments of borrowings under the credit agreement ( 3,125 ) ( 200 ) Distributions to non-controlling interests ( 23 ) ( 21 ) Other ( 8 ) ( 10 ) Net cash used in financing activities ( 165 ) ( 231 ) Effect of exchange rate changes on cash — 8 Net change in cash and cash equivalents 22 286 Cash and cash equivalents, beginning of period 437 452 Cash and cash equivalents, end of period $ 459 $ 738 Supplemental disclosure of cash flow information Common stock issued for the Transaction $ — $ ( 63 ) Income taxes paid, net of receipts ( 26 ) ( 67 ) Interest paid ( 175 ) ( 194 ) See notes to unaudited condensed consolidated financial statements 8 AMENTUM HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Basis of Presentation Amentum Holdings, Inc. (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, 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. We conduct our business activities and report financial results as two reportable segments: Digital Solutions (“DS”) and Global Engineering Solutions (“GES”). The DS segment provides advanced digital and data-driven solutions including intelligence analytics, space system development, cybersecurity, and next generation IT across the federal government and commercial clients. The GES segment provides large-scale environmental remediation, nuclear power solutions, platform engineering, sustainment and supply chain management across all seven continents for the U.S. government and allied nations. The accompanying unaudited condensed consolidated financial statements of the Company include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its wholly-owned subsidiaries and joint ventures that are majority-owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report for the fiscal year ended October 3, 2025. The results of operations for the three and nine months ended July 3, 2026 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. Note 2 — Recent Accounting Pronouncements Accounting Standards Updates Issued but Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to enhance transparency and usefulness of income tax disclosures. This update requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. We plan to adopt ASU 2023-09 using the prospective approach beginning with our annual fiscal year 2026 financial statements. 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. Note 3 — Revenues Disaggregation of Revenues 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. Disaggregated revenues by customer-type were as follows: 9 Three Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Department of War and U.S. Intelligence Community $ 790 $ 927 $ 1,717 $ 865 $ 1,052 $ 1,917 Other U.S. Government Agencies 428 629 1057 401 596 997 Commercial and International 239 477 716 155 492 647 Total revenues $ 1,457 $ 2,033 $ 3,490 $ 1,421 $ 2,140 $ 3,561 Nine Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Department of War and U.S. Intelligence Community $ 2,317 $ 3,017 $ 5,334 $ 2,325 $ 3,168 $ 5,493 Other U.S. Government Agencies 1,249 1,562 2,811 1,222 1,781 3,003 Commercial and International 696 1,364 2,060 500 1,472 1972 Total revenues $ 4,262 $ 5,943 $ 10,205 $ 4,047 $ 6,421 $ 10,468 Disaggregated revenues by contract-type were as follows: Three Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Cost-plus-fee $ 861 $ 1,010 $ 1,871 $ 952 $ 1,348 $ 2,300 Fixed-price 424 681 1105 336 481 817 Time-and-materials 172 342 514 133 311 444 Total revenues $ 1,457 $ 2,033 $ 3,490 $ 1,421 $ 2,140 $ 3,561 Nine Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Cost-plus-fee $ 2,530 $ 3,173 $ 5,703 $ 2,598 $ 4,117 $ 6,715 Fixed-price 1,206 1,809 3,015 1,026 1,429 2,455 Time-and-materials 526 961 1,487 423 875 1,298 Total revenues $ 4,262 $ 5,943 $ 10,205 $ 4,047 $ 6,421 $ 10,468 Disaggregated revenues by prime contractor versus subcontractor were as follows: Three Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Prime contractor $ 1,381 $ 1,863 $ 3,244 $ 1,301 $ 1,896 $ 3,197 Subcontractor 76 170 246 120 244 364 Total revenues $ 1,457 $ 2,033 $ 3,490 $ 1,421 $ 2,140 $ 3,561 10 Nine Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total Prime contractor $ 4,021 $ 5,270 $ 9,291 $ 3,680 $ 5,659 $ 9,339 Subcontractor 241 673 914 367 762 1,129 Total revenues $ 4,262 $ 5,943 $ 10,205 $ 4,047 $ 6,421 $ 10,468 Revenues by geographic location are reported by the country in which the work is performed and were as follows: Three Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total United States $ 1,404 $ 1,399 $ 2,803 $ 1,360 $ 1,327 $ 2,687 International 53 634 687 61 813 874 Total revenues $ 1,457 $ 2,033 $ 3,490 $ 1,421 $ 2,140 $ 3,561 Nine Months Ended July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total United States $ 4,096 $ 3,905 $ 8,001 $ 3,867 $ 3,890 $ 7,757 International 166 2,038 2,204 180 2,531 2,711 Total revenues $ 4,262 $ 5,943 $ 10,205 $ 4,047 $ 6,421 $ 10,468 Changes in Estimates on Contracts Changes in estimated contract earnings at completion using the cumulative catch-up method of accounting were recognized in revenues as follows: Three Months Ended Nine Months Ended ( Amounts in millions) July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Favorable earnings at completion adjustments $ 84 $ 48 $ 203 $ 98 Unfavorable earnings at completion adjustments ( 46 ) ( 35 ) ( 120 ) ( 58 ) Net favorable adjustments $ 38 $ 13 $ 83 $ 40 Impact on diluted earnings per share attributable to common shareholders (1) $ 0.12 $ 0.04 $ 0.27 $ 0.13 (1) The impact on diluted earnings per share attributable to common shareholders is calculated using our statutory tax rate. Remaining Performance Obligations As of July 3, 2026, we had a remaining performance obligations balance of $ 8.9 billion and expect to recognize approximately 79 % and 91 % of the remaining performance obligations balance as revenues over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter. Note 4 — Contract Balances 11 The Company's contract balances consisted of the following (in millions): As of Description of Contract Related Balance Classification July 3, 2026 October 3, 2025 Billed and billable receivables Accounts receivable, net $ 1,490 $ 1,514 Contract assets Accounts receivable, net 1,007 902 Related party receivables Accounts receivable, net 56 63 Long-term contract assets Other long-term assets — 90 Related party contract liabilities - deferred revenues and other contract liabilities Contract liabilities ( 9 ) ( 15 ) Contract liabilities - deferred revenues and other contract liabilities Contract liabilities ( 162 ) ( 212 ) Contract assets primarily relate to accruals for reimbursable costs and fees in which our right to consideration is conditional. Amounts related to a prior acquisition previously classified as long-term contract assets as of October 3, 2025 are presented as contract assets as of July 3, 2026. During the three and nine months ended July 3, 2026, we recognized revenues of $ 23 million and $ 171 million, respectively, compared with $ 11 million and $ 84 million of revenues during the three and nine months ended June 27, 2025, respectively, that was included in Contract liabilities as of October 3, 2025 and September 27, 2024, respectively. Note 5 — Sales of Receivables 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. 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. In March 2026, we amended the MARPA with the Purchaser to include the sale of certain eligible receivables and to make certain other confirming modifications. Under the MARPA, the Company can sell certain eligible receivables without recourse for any U.S. Government credit risk. The Company's MARPA activity consisted of the following (in millions): As of and for the Nine Months Ended July 3, 2026 June 27, 2025 Beginning balance: $ 180 $ 177 Sales of receivables 3,379 2,886 Cash collections ( 3,259 ) ( 2,844 ) Outstanding balance sold to Purchaser (1) 300 219 Cash collected, not remitted to Purchaser (2) ( 142 ) ( 40 ) Remaining sold receivables $ 158 $ 179 (1) For the nine months ended July 3, 2026 and June 27, 2025, the Company recorded a net cash inflow of $ 120 million and $ 42 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 July 3, 2026 and June 27, 2025. This balance is included in Other current liabilities as of the balance sheet date. Note 6 — Goodwill and Intangible Assets Goodwill The carrying amount of goodwill for our reportable segments, DS and GES, was $ 2,260 million and $ 3,443 million, respectively, as of both July 3, 2026 and October 3, 2025. Intangible Assets Intangible assets, net consisted of the following: 12 July 3, 2026 October 3, 2025 (Amounts in millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Backlog $ 661 $ ( 607 ) $ 54 $ 661 $ ( 586 ) $ 75 Customer relationship intangible assets 2,587 ( 980 ) 1,607 2,587 ( 721 ) 1,866 Capitalized software 29 ( 15 ) 14 27 ( 13 ) 14 Total intangible assets, net $ 3,277 $ ( 1,602 ) $ 1,675 $ 3,275 $ ( 1,320 ) $ 1,955 Amortization expense was $ 94 million and $ 282 million for the three and nine months ended July 3, 2026, respectively, and $ 118 million and $ 358 million for the three and nine months ended June 27, 2025, respectively. Note 7 — Income Taxes The Company's effective tax rate was 29.8 % and 30.5 % for the three and nine months ended July 3, 2026, respectively, and 108.3 % and 72.8 % for the three and nine months ended June 27, 2025, respectively. The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company’s effective tax rate for the three and nine months ended July 3, 2026 and June 27, 2025 was an increase in the valuation allowance against the deferred tax asset related to disallowed interest expense of $ 4 million and $ 13 million, respectively, for the three and nine months ended July 3, 2026, and $ 18 million and $ 46 million, respectively, for the three and nine months ended June 27, 2025. 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 and 2026 income tax provisions, as applicable, which impacted the realizability of our deferred tax assets and valuation allowance assessment. Note 8 — Debt Debt consisted of the following: As of (Amounts in millions) July 3, 2026 October 3, 2025 Term Loan A $ 1,400 $ — Term Loan B 1,466 3,000 Senior notes 1,000 1,000 Other 9 8 Total debt 3,875 4,008 Unamortized original issue discount and unamortized deferred financing costs ( 50 ) ( 65 ) Total debt, net of original issue discount and deferred financing costs 3,825 3,943 Less current portion of long-term debt ( 54 ) ( 42 ) Total long-term debt, net of current portion $ 3,771 $ 3,901 On September 27, 2024, we entered into a senior secured credit facility (the “Credit Facility”) consisting of a $ 3,750 million term facility (“Term Loan”) maturing September 27, 2031 and an $ 850 million revolving facility (“Revolver”), including a $ 200 million letter of credit subfacility and a $ 100 million swingline subfacility, maturing September 27, 2029. On April 24, 2026, we entered into the first amendment to the Credit Facility (the “Amendment”). The Amendment established a new $ 1,400 million senior secured term loan A facility (“Term Loan A”) due April 24, 2031, amended the existing Term Loan, including a reduction in outstanding principal and revised terms, into a new $ 1,591 million senior secured term loan B facility (“Term Loan B”) due September 27, 2031. The Amendment also increased the Revolver by $ 150 million from $ 850 million to $ 1 billion, including a $ 50 million increase to the letter of credit subfacility from $ 200 million to $ 250 million, and a $ 50 million increase to the swingline subfacility from $ 100 million to $ 150 million. The Revolver, as amended, matures on April 24, 2031. 13 Quarterly principal amortization payments on Term Loan A are equal to (a) 0.625 % of the original principal amount of Term Loan A commencing September 30, 2026 through June 30, 2028, (b) 1.25 % of the original principal amount of Term Loan A from September 30, 2028 through June 30, 2030, and (c) 1.875 % of the original principal amount of Term Loan A thereafter with the remainder of the principal being due at maturity. The Term Loan A interest rate per annum is, at our option, equal to either the Alternate Base Rate (“ABR”) plus an interest rate margin of 0.25 % to 1.00 % or the Adjusted Term Secured Overnight Financing Rate (“Term SOFR”) plus an interest rate margin of 1.25 % to 2.00 % based on our first lien leverage ratio. Quarterly principal amortization payments on Term Loan B are equal to 0.25 % of the original principal amount of Term Loan B commencing September 30, 2026, with the remainder of the principal being due at maturity. On June 30, 2026, we made a $ 125 million voluntary principal payment on Term Loan B. The Term Loan B interest rate per annum is, at our option, equal to either the ABR plus a 0.75 % interest rate margin or the Term SOFR plus a 1.75 % interest rate margin. Prior to the Amendment, quarterly principal amortization payments on the Term Loan were equal to 0.25 % of the original principal amount of the Term Loan with the remainder of the principal being due at maturity with an interest rate per annum, at our option, equal to either the ABR plus a 1.25 % interest rate margin or the Term SOFR plus a 2.25 % interest rate margin, which could be reduced by 0.25 % in the event certain corporate ratings were achieved. The Revolver interest rate per annum is, at our option, equal to either the ABR or Canadian Prime Rate plus an interest rate margin of 0.25 % to 1.00 % or the Term SOFR, Daily Simple Secured Overnight Financing Rate, EURIBOR, Daily Simple Sterling Overnight Index Average (“SONIA”) or Term Canadian Overnight Report Rate Average (“CORRA”) plus an interest rate margin of 1.25 % to 2.00 % based on our first lien leverage ratio. Prior to the Amendment, the Revolver interest rate per annum was, at our option, equal to either the ABR or Canadian Prime Rate plus an interest rate margin of 0.50 % to 1.25 % or the Term SOFR, EURIBOR, or CORRA plus an interest rate margin of 1.50 % to 2.25 % based on our first lien leverage ratio. As of July 3, 2026 and October 3, 2025, the available borrowing capacity under the Credit Facility was $ 917 million and $ 766 million, respectively, and included $ 83 million and $ 84 million, respectively, in issued letters of credit. As of July 3, 2026 and October 3, 2025, there were no amounts borrowed under the Revolver. In August 2024, the Company completed an offering of $ 1,000 million in aggregate principal amount of 7.250 % senior notes due August 1, 2032 (the “Senior Notes”). Interest is payable on February 1 and August 1 of each year, which commenced on February 1, 2025. The Credit Facility and the Senior Notes are guaranteed by substantially all of our wholly owned material domestic restricted subsidiaries, subject to customary exceptions set forth in the credit agreement and indenture, respectively. Each of the credit agreement and indenture requires us to comply with certain representations and warranties, customary affirmative and negative covenants and, in the case of the Term Loan A and Revolver, under certain circumstances, a financial covenant. We were in compliance with all covenants as of July 3, 2026. Cash Flow Hedges The Company utilizes derivative financial instruments to manage interest rate risk related to its variable rate debt. The Company’s objective is to manage its exposure to interest rate movements and reduce volatility of interest expense. The Company entered into several interest rate swaps with an aggregate notional value of $ 1.3 billion that were designated as cash flow hedges, in which the Company will pay at the fixed rate and receive payment at a floating rate indexed to the three-month term SOFR through maturity. The swaps mature at various dates through January 31, 2027. 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 operations and comprehensive income in the period when the hedged transaction affects earnings. Note 9 — Joint Ventures The Company’s joint ventures provide services to customers including program management and operations and maintenance services. Joint ventures, the combination of two or more partners, are generally formed for a specific project. Management of the joint venture is typically controlled by a joint venture executive committee, comprised of representatives from the joint venture partners. The joint venture executive committee normally provides management oversight and controls decisions which could have a significant impact on the joint venture. We account for joint ventures in accordance with ASC 810, Consolidation . The Company analyzes its joint ventures and classifies them as either: • a Variable Interest Entity (“VIE”) that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or 14 • 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 July 3, 2026 and October 3, 2025: As of (Amounts in millions) July 3, 2026 October 3, 2025 Cash and cash equivalents $ 123 $ 167 Current assets 192 191 Non-current assets — — Total assets $ 315 $ 358 Current liabilities $ 106 $ 146 Non-current liabilities 6 — Total liabilities 112 146 Total Amentum equity 120 153 Non-controlling interests 83 59 Total equity 203 212 Total liabilities and equity $ 315 $ 358 The following table presents selected financial information for our consolidated joint ventures that are VIEs for the three and nine months ended July 3, 2026 and June 27, 2025: Three Months Ended Nine Months Ended (Amounts in millions) July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Revenues $ 235 $ 408 $ 756 $ 1,151 Cost of revenues ( 214 ) ( 385 ) ( 683 ) ( 1,052 ) Net income including non-controlling interests 24 22 74 97 The Company has an ownership share, generally ranging from 25 % to 50 %, in approximately 30 active joint ventures that were determined to be VIEs and are accounted for as equity method investments. Related party receivables due from our equity method investments were $ 56 million and $ 63 million as of July 3, 2026 and October 3, 2025, 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 $ 27 million and $ 142 million for the three and nine months ended July 3, 2026, respectively, and $ 110 million and $ 199 million for the three and nine months ended June 27, 2025, 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 $ 204 million related to our equity method investments as of July 3, 2026. Note 10 — Accumulated Other Comprehensive Income (Loss) The accumulated balances and reporting period activities for the three and nine months ended July 3, 2026 and June 27, 2025 related to accumulated other comprehensive income (loss) are summarized as follows: 15 Gain (Loss) on Derivative Instruments Foreign Currency Translation Adjustments Pension Related Adjustments Income Tax Provision Related to Items of Other Comprehensive Income Accumulated Other Comprehensive Income (Amounts in millions) Balance at April 3, 2026 $ ( 3 ) $ ( 2 ) $ 56 $ ( 16 ) $ 35 Other comprehensive income before reclassification — 8 — — 8 Amounts reclassified from accumulated other comprehensive income 1 — — — 1 Balance at July 3, 2026 $ ( 2 ) $ 6 $ 56 $ ( 16 ) $ 44 (Loss) Gain on Derivative Instruments Foreign Currency Translation Adjustments Pension Related Adjustments Income Tax Provision Related to Items of Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Amounts in millions) Balance at March 28, 2025 $ ( 7 ) $ ( 4 ) $ 55 $ ( 15 ) $ 29 Other comprehensive income (loss) before reclassification 1 15 ( 1 ) — 15 Amounts reclassified from accumulated other comprehensive income (loss) ( 1 ) — — — ( 1 ) Balance at June 27, 2025 $ ( 7 ) $ 11 $ 54 $ ( 15 ) $ 43 Gain (Loss) on Derivative Instruments Foreign Currency Translation Adjustments Pension Related Adjustments Income Tax Provision Related to Items of Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Amounts in millions) Balance at October 3, 2025 $ ( 8 ) $ 6 $ 57 $ ( 15 ) $ 40 Other comprehensive income (loss) before reclassification 4 — — ( 1 ) 3 Amounts reclassified from accumulated other comprehensive income 2 — ( 1 ) — 1 Balance at July 3, 2026 $ ( 2 ) $ 6 $ 56 $ ( 16 ) $ 44 Gain (Loss) on Derivative Instruments Foreign Currency Translation Adjustments Pension Related Adjustments Income Tax Provision Related to Items of Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Amounts in millions) Balance at September 27, 2024 $ ( 22 ) $ 3 $ 55 $ ( 13 ) $ 23 Other comprehensive income (loss) before reclassification 20 8 ( 1 ) ( 2 ) 25 Amounts reclassified from accumulated other comprehensive income (loss) ( 5 ) — — — ( 5 ) Balance at June 27, 2025 $ ( 7 ) $ 11 $ 54 $ ( 15 ) $ 43 Note 11 — Segment Information We operate 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. 16 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. The Company’s segment revenues were as follows: Three Months Ended Nine Months Ended (Amounts in millions) July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 DS $ 1,457 $ 1,421 $ 4,262 $ 4,047 GES 2,033 2,140 5,943 6,421 Total $ 3,490 $ 3,561 $ 10,205 $ 10,468 Adjusted EBITDA is most comparable to net income attributable to common shareholders prepared based on GAAP. The Company defines Adjusted EBITDA as net income 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, 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. The following table reconciles segment Adjusted EBITDA to net income attributable to common shareholders: Three months ended Nine months ended July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 (Amounts in millions) DS GES Total DS GES Total DS GES Total DS GES Total Revenues $ 1,457 $ 2,033 $ 3,490 $ 1,421 $ 2,140 $ 3,561 $ 4,262 $ 5,943 $ 10,205 $ 4,047 $ 6,421 $ 10,468 Cost of revenues ( 1,293 ) ( 1,837 ) ( 3,130 ) ( 1,245 ) ( 1,948 ) ( 3,193 ) ( 3,794 ) ( 5,380 ) ( 9,174 ) ( 3,559 ) ( 5,813 ) ( 9,372 ) Other segment expenses (1) ( 48 ) ( 22 ) ( 70 ) ( 62 ) ( 32 ) ( 94 ) ( 144 ) ( 59 ) ( 203 ) ( 167 ) ( 125 ) ( 292 ) Adjusted EBITDA attributable to Amentum Holdings, Inc. 116 174 290 114 160 274 324 504 828 321 483 804 Depreciation ( 7 ) ( 11 ) ( 25 ) ( 29 ) Amortization of intangibles ( 94 ) ( 118 ) ( 282 ) ( 358 ) Interest expense and other, net ( 62 ) ( 88 ) ( 209 ) ( 261 ) Loss on extinguishment of debt ( 16 ) ( 3 ) ( 16 ) ( 3 ) Non-controlling interests — ( 11 ) — ( 4 ) Acquisition, transaction and integration costs (2) ( 9 ) ( 32 ) ( 36 ) ( 62 ) Utilization of fair market value adjustments (3) — 8 ( 1 ) 9 Stock-based compensation (4) ( 8 ) ( 7 ) ( 23 ) ( 15 ) Income before income taxes 94 12 236 81 Provision for income taxes ( 28 ) ( 13 ) ( 72 ) ( 59 ) Net income (loss) including non-controlling interests 66 ( 1 ) 164 22 Net income (loss) attributable to non-controlling interests — 11 — 4 Net income attributable to common shareholders $ 66 $ 10 $ 164 $ 26 17 (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 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. (4) 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 12 — Earnings Per Share Basic and diluted earnings per share are computed as follows (in millions, except per share data): Three Months Ended Nine Months Ended July 3, 2026 June 27, 2025 July 3, 2026 June 27, 2025 Net income attributable to common shareholders $ 66 $ 10 $ 164 $ 26 Weighted-average number of basic shares outstanding during the period 244 243 244 243 Dilutive effect of equity awards 1 — 1 — Weighted-average number of diluted shares outstanding during the period 245 243 245 243 Basic earnings per share $ 0.27 $ 0.04 $ 0.67 $ 0.11 Diluted earnings per share $ 0.27 $ 0.04 $ 0.67 $ 0.11 Note 13 — 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. Payments to the Company on cost-plus-fee contracts are provisional and are subject to adjustments upon audit by the Defense Contract Audit Agency (“DCAA”). 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. U.S. Government Investigations We primarily sell our services to the U.S. Government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S. Government who investigate whether our operations are being conducted in accordance with these requirements. Such investigations could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. Government contracting. U.S. Government investigations often take years to complete and may result in adverse action against us. Any adverse actions arising from such matters could have a material effect on our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. Government and could have a material effect on our operating performance. There are currently no investigations that are expected to have a material impact on our results of operations.