Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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Changes in Internal Control Over Financial Reporting
Other than changes related to the acquisition of the CMS Business, there have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
This report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Item 9B. Other Information
During the three months ended September 27, 2024, neither the Company nor any director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The Information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K has been omitted in reliance on General Instruction G(3) and is incorporated herein by reference to our proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as set forth below. The following information regarding the Company’s directors and executive officers is provided pursuant to Exchange Act Rule 14a-3(b)(8):
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DIRECTORS
John Heller Steven J. Demetriou
Chief Executive Officer Executive Chair
Amentum Holdings, Inc. Amentum Holdings, Inc.
General Vincent K. Brooks Benjamin Dickson
U.S. Army, Retired Managing Director
American Securities LLC
General Ralph E. (Ed) Eberhart Alan E. Goldberg
U.S. Air Force, Retired Co-Founder and Chief Executive Officer
Lindsay Goldberg
Leslie Ireland Barbara L. Loughran
Former Assistant Secretary of the Treasury for Intelligence Former Partner
and Analysis and the National Intelligence Manager for PricewaterhouseCoopers LLP
Threat Finance for the Office of the Director of National
Intelligence
Sandra E. Rowland Christopher M.T. Thompson
Former Senior Vice President and Chief Financial Officer Former Chairman and Chief Executive Officer
Xylem Inc. Gold Fields Ltd.
Russell Triedman John Vollmer
Managing Partner Former Chief Executive Officer, Amentum
Lindsay Goldberg
Connor Wentzell
Principal
American Securities LLC
OFFICERS AND EXECUTIVES
John Heller Steven J. Demetriou
Chief Executive Officer Executive Chair
Stephen A. Arnette Travis B. Johnson
Chief Operating Officer Chief Financial Officer
Sean Mullen Stuart I. Young
Chief Growth Officer Chief Legal Officer
Jill Bruning
Chief Technology Officer
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 will be incorporated herein by reference to the Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
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Item 11. Executive Compensation
The information required by this Item 11 will be incorporated herein by reference to the Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item 12 will be incorporated herein by reference to the Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required by this Item 13 will be incorporated herein by reference to the Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 will be incorporated herein by reference to the Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
(1) Financial Statements
• Consolidated Balance Sheets
• Consolidated Statements of Operations
• Consolidated Statements of Comprehensive Income (Loss)
• Consolidated Statements of Shareholders' Equity
• Consolidated Statements of Cash Flows
• Notes to the Consolidated Financial Statements
(2) Financial Statement Schedules
• All schedules have been omitted because they are not applicable, not required or the information has been otherwise supplied in the consolidated financial statements or notes to consolidated financial statements.
(3) Exhibits : The exhibits, which are filed with this Annual Report on Form 10-K or which are incorporated herein are set forth in the Exhibit Index.
Filed
with this Form 10-K Incorporated by Reference
Exhibit No. Description Form Filing Date Exhibit No.
2.1
Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.1
2. 2
Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.2.
2.3
Separation and Distribution Agreement, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.3
3.1
Certificate of Incorporation of Amentum Holdings, Inc., as amended to date.
8-K October 3, 2024 3.1
3.2
By-laws of Amentum Holdings, Inc., as amended to date
8-K October 3, 2024 3.2
4.1
Indenture, dated as of August 13, 2024, between Amentum Escrow Corporation and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.1
4.2
Form of 7.250% Senior Note due 2032 (included in Exhibit 4.1).
8-K/A October 3, 2024 4.2
4.3
First Supplemental Indenture, dated as of September 27, 2024, between the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.3
4.4
Second Supplemental Indenture, dated as of September 27, 2024, between Amazon Holdco Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.4
4.5
Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934.
X
10.1
Credit Agreement, dated as of September 27, 2024, by and among Amentum Holdings, Inc. (as successor in interest to Amentum Parent Holdings LLC), the borrowing subsidiaries from time to time party thereto, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K/A October 3, 2024 10.1
10.2
Transition Services Agreement by and between Jacobs Solutions Inc. and Amazon Holdco Inc.
8-K October 3, 2024 10.2
10.3
Project Services Agreement by and between Jacobs Solutions Inc. and Amazon Holdco Inc.
8-K October 3, 2024 10.3
10.4
Tax Matters Agreement by and between Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parents Holdings LLC and Amentum Joint Venture LP.
8-K October 3, 2024 10.4
10.5
Registration Rights Agreement by and between Amazon Holdco Inc. and Jacobs Solutions Inc.
8-K October 3, 2024 10.5
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10.6
Stockholders Agreement by and between Amazon Holdco Inc. and Amentum Joint Venture LP.
8-K October 3, 2024 10.6
10.7
Form of Indemnification Agreement
8-K October 3, 2024 10.7
10.8
Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K October 3, 2024 10.8
10.9
Amentum Holdings, Inc. Employee Stock Purchase Plan *
8-K October 3, 2024 10.9
10.10
Jacobs Technology Inc. Executive Deferral Plan *
8-K October 3, 2024 10.10
10.11
Amentum Holdings, Inc. Severance Plan for Key Employees *
8-K November 13, 2024 10.1
10.12
Form of Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.2
10.13
Form of Non-Employee Director Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.3
10.14
Form of Performance Share Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.4
10.15
Employment Agreement by and between Steven J. Demetriou and Amentum Holdings, Inc. *
8-K November 13, 2024 10.5
10.16
Employment Agreement by and between John E. Heller and Amentum Holdings, Inc. *
8-K November 13, 2024 10.6
10.17
Employment Agreement by and between Travis B. Johnson and Amentum Holdings, Inc. *
8-K November 13, 2024 10.7
10.18
Employment Agreement by and between Stephen Arnette and Amentum Holdings, Inc. *
8-K November 13, 2024 10.8
10.19
Employee Matters Agreement, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc. and Amentum Parent Holdings LLC.
10 September 13, 2024 10.1
19.1
Amentum Holdings, Inc. Insider Trading Policy
X
21.1
Subsidiaries of the Registrant.
X
23.1
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
X
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities and Exchange Commission.
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities and Exchange Commission.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
X
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation
X
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
* Denotes a management contract, compensatory plan, or arrangement
Item 16. Form 10-K Summary
None .
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
AMENTUM HOLDINGS, INC.
Registrant
Date: December 17, 2024 By: /s/ John E. Heller
John E. Heller
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signatures Title Date
/s/ John E. Heller Chief Executive Officer and Director
(Principal Executive Officer) December 17, 2024
John E. Heller
/s/ Travis B. Johnson Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) December 17, 2024
Travis B. Johnson
/s/ Steven J. Demetriou Executive Chairman of the Board of Directors December 17, 2024
Steven J. Demetriou
/s/ Benjamin Dickson Lead Independent Director December 17, 2024
Benjamin Dickson
/s/ General Vincent K. Brooks Director December 17, 2024
General Vincent K. Brooks
/s/ General Ralph E. Eberhart Director December 17, 2024
General Ralph E. Eberhart
/s/ Alan E. Goldberg Director December 17, 2024
Alan E. Goldberg
/s/ Leslie Ireland Director December 17, 2024
Leslie Ireland
/s/ Barbara L. Loughran Director December 17, 2024
Barbara L. Loughran
/s/ Sandra E. Rowland Director December 17, 2024
Sandra E. Rowland
/s/ Christopher M.T. Thompson Director December 17, 2024
Christopher M.T. Thompson
/s/ Russell Triedman Director December 17, 2024
Russell Triedman
/s/ John Vollmer Director December 17, 2024
John Vollmer
/s/ Connor Wentzell Director December 17, 2024
Connor Wentzell
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