What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2025-02-05 · 215 added, 91 removed, 373 unchanged (45% of the section changed)

3 unchanged sentences

(in millions, except per share data)

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Current assets:

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Common stock, $ 0.01 par value, 1,000,000,000 shares authorized;

243,302,257 shares issued and outstanding at December 27, 2024 and 243,302,173 shares issued and outstanding at September 27, 2024.

243,322,468 shares issued and outstanding at March 28, 2025 and 243,302,173 shares issued and outstanding at September 27, 2024.

Additional paid-in capital 4,907 4,962

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(in millions, except per share data)

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenues $ 3,491 $ 2,051 $ 6,907 $ 4,034

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Provision for income taxes ( 22 ) ( 20 ) ( 46 ) ( 34 )

Net income (loss) 21 ( 39 )

net income attributable to non-controlling interests ( 9 ) ( 2 )

Net income (loss) including non-controlling interests 2 ( 42 ) 23 ( 81 )

net income (loss) attributable to non-controlling interests 2 1 ( 7 ) ( 1 )

Net income (loss) attributable to common shareholders $ 4 $ ( 41 ) $ 16 $ ( 82 )

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(in millions)

Three Months Ended

December 27, 2024 December 29, 2023

Net income (loss) $ 21 $ ( 39 )

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net income (loss) including non-controlling interests $ 2 $ ( 42 ) $ 23 $ ( 81 )

Other comprehensive income (loss):

Net unrealized gain (loss) on interest rate swaps 22 ( 29 )

Net unrealized (loss) gain on interest rate swaps ( 7 ) 15 15 ( 14 )

Foreign currency translation adjustments 11 ( 2 ) ( 7 ) 4

Pension adjustments — ( 1 ) — ( 1 )

Other comprehensive income (loss) 4 12 8 ( 11 )

Income tax (provision) benefit related to items of other comprehensive income (loss) ( 4 ) 4

Other comprehensive loss, net of tax — ( 19 )

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

Other comprehensive income (loss), net of tax 6 10 6 ( 9 )

Comprehensive income (loss) 8 ( 32 ) 29 ( 90 )

Non-controlling interests ( 9 ) ( 2 )

Net income (loss) attributable to non-controlling interests 2 1 ( 7 ) ( 1 )

Comprehensive income (loss) attributable to common shareholders $ 10 $ ( 31 ) $ 22 $ ( 91 )

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(in millions)

Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity Attributable to Amentum Holdings, Inc.

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

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

Net loss — ( 41 ) — ( 41 ) 2 ( 39 )

Other comprehensive loss, net of tax — — ( 19 ) ( 19 ) — ( 19 )

Shares Amount

Balance at December 27, 2024 243 $ 2 $ 4,965 $ ( 515 ) $ 23 $ 4,475 $ 88 $ 4,563

Net income (loss) including non-controlling interests — — — 4 — 4 ( 2 ) 2

Other comprehensive income, net of tax — — — — 6 6 — 6

Measurement period adjustments — — ( 63 ) — — ( 63 ) 75 12

Distributions to non-controlling interests — — — — — — ( 9 ) ( 9 )

Equity based compensation and other — — 5 — — 5 — 5

Balance at March 28, 2025 243 $ 2 $ 4,907 $ ( 511 ) $ 29 $ 4,427 $ 152 $ 4,579

Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc.

Non-controlling

Interests Total Shareholders' Equity

Balance at December 29, 2023 $ 775 $ ( 486 ) $ 29 $ 318 $ 40 $ 358

Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity Attributable to Amentum Holdings, Inc.

Net loss including non-controlling interests — ( 41 ) — ( 41 ) ( 1 ) ( 42 )

Other comprehensive income, net of tax — — 10 10 — 10

Distributions to non-controlling interests — — — — ( 2 ) ( 2 )

Equity based compensation and other 1 — — 1 ( 1 ) —

Balance at March 29, 2024 $ 776 $ ( 527 ) $ 39 $ 288 $ 36 $ 324

Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc.

Non-controlling

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

Net income — — — 12 — 12 9 21

Net income including non-controlling interests — — — 16 — 16 7 23

Other comprehensive income, net of tax — — — — 6 6 — 6

Measurement period adjustments — — ( 63 ) — — ( 63 ) 75 12

Distributions to non-controlling interests — — — — — — ( 22 ) ( 22 )

Equity based compensation and other — — 8 — — 8 — 8

Balance at December 27, 2024 243 $ 2 $ 4,965 $ ( 515 ) $ 23 $ 4,475 $ 88 $ 4,563

Balance at March 28, 2025 243 $ 2 $ 4,907 $ ( 511 ) $ 29 $ 4,427 $ 152 $ 4,579

Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Attributable to Amentum Holdings, Inc.

Non-controlling

Interests Total Shareholders' Equity

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

Net income (loss) including non-controlling interests — ( 82 ) — ( 82 ) 1 ( 81 )

Other comprehensive loss, net of tax — — ( 9 ) ( 9 ) — ( 9 )

Distributions to non-controlling interests — — — — ( 2 ) ( 2 )

Equity based compensation and other 4 — — 4 ( 4 ) —

Balance at March 29, 2024 $ 776 $ ( 527 ) $ 39 $ 288 $ 36 $ 324

See notes to unaudited condensed consolidated financial statements

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(in millions)

Three Months Ended

December 27, 2024 December 29, 2023

Six Months Ended

March 28, 2025 March 29, 2024

Cash flows from operating activities

Net income (loss) $ 21 $ ( 39 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net income (loss) including non-controlling interests $ 23 $ ( 81 )

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

Depreciation 18 12

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Supplemental disclosure of cash flow information

Income (taxes paid) tax refunds received, net of receipts $ ( 6 ) $ 2

Common stock issued for the Transaction $ ( 63 ) $ —

Accrued acquisition working capital settlement 70 —

Income taxes paid, net of receipts ( 40 ) ( 28 )

Interest paid ( 133 ) ( 185 )

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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.

During the three months ended December 27, 2024, we announced the realignment of our reporting structure, which resulted in the identification of two reportable segments:

During the first quarter of fiscal year 2025, we announced the realignment of our reporting structure, which resulted in the identification of two reportable segments:

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

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, clean energy, platform engineering, sustainment and supply chain management across all seven continents for the U.S.

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, clean energy, platform engineering, sustainment and supply chain management across all seven continents for the U.S.

government and allied nations.

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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 September 27, 2024.

The results of operations for the three months ended December 27, 2024 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

The results of operations for the three and six months ended March 28, 2025 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

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Early adoption is permitted.

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

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

Note 3 — Acquisition

On September 27, 2024, the Company 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.

Immediately following the Transaction, the Company had approximately 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 Joint Venture LP, our previous parent company (“AJVLP” and “Amentum Equityholder”) owned 37.0 %.

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”) owned 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 have been placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Sponsor Stockholder, 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.

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 the CMS Business (“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.

Under the acquisition method of accounting, total 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.

common stock issued to CMS shareholders 142

Per share price of Amentum Holdings, Inc.

common stock 25.67

Fair value of common stock issued to CMS shareholders (1)

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

Final working capital settlement (3)

Other consideration (4)

Fair value of consideration transferred 3,948

Fair value of previously held equity interest (5)

Total consideration $ 4,032

(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 is 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 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.

(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 the CMS Business 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.

This joint venture acquisition was accounted for as a business combination achieved in stages.

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.

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

The Transaction was accounted for as a business combination.

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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.

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 the CMS Business.

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

During the three months ended December 27, 2024, the Company made fair value adjustments which increased goodwill and other current liabilities by $ 32 million and $ 20 million, respectively, and decreased accounts receivable and deferred tax liabilities by $ 22 million and $ 10 million, respectively.

The preliminary allocation of the purchase price is as follows:

( Amounts in millions)

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

Cash and cash equivalents $ 488 $ — $ 488

Accounts receivable 1,043 ( 21 ) 1,022

Prepaid expenses and other current assets 82 ( 5 ) 77

Property and equipment 72 ( 2 ) 70

Equity method investments 17 50 67

Goodwill 2,665 102 2,767

Intangible assets 1,860 ( 30 ) 1,830

Other long-term assets 107 16 123

Current portion of long-term debt ( 8 ) — ( 8 )

Accounts payable ( 257 ) — ( 257 )

Accrued compensation and benefits ( 285 ) — ( 285 )

Contract liabilities ( 48 ) 3 ( 45 )

Other current liabilities ( 98 ) ( 42 ) ( 140 )

Long-term debt, net of current portion ( 1,122 ) — ( 1,122 )

Deferred tax liabilities ( 353 ) 27 ( 326 )

Other long-term liabilities ( 75 ) ( 16 ) ( 91 )

Non-controlling interests ( 63 ) ( 75 ) ( 138 )

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

The estimated fair value of acquired backlog of $ 275 million is amortized on an accelerated basis over approximately 1 year and the estimated fair value of customer relationship intangible assets of $ 1,555 million is amortized on an accelerated basis over approximately 14 years.

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Three Months Ended

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

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Total revenues $ 1,340 $ 2,151 $ 3,491 $ 471 $ 1,580 $ 2,051

Six Months Ended

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

Department of Defense and U.S.

Intelligence Community $ 1,460 $ 2,116 $ 3,576 $ 705 $ 1,982 $ 2,687

Government Agencies 821 1,185 2,006 182 771 953

Commercial and International 345 980 1,325 43 351 394

Total revenues $ 2,626 $ 4,281 $ 6,907 $ 930 $ 3,104 $ 4,034

Disaggregated revenues by contract-type were as follows:

Three Months Ended

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

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Total revenues $ 1,340 $ 2,151 $ 3,491 $ 471 $ 1,580 $ 2,051

Six Months Ended

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

Cost-plus-fee $ 1,646 $ 2,769 $ 4,415 $ 435 $ 2,087 $ 2,522

Fixed-price 690 948 1,638 316 742 1,058

Time-and-materials 290 564 854 179 275 454

Total revenues $ 2,626 $ 4,281 $ 6,907 $ 930 $ 3,104 $ 4,034

Disaggregated revenues by prime contractor versus subcontractor were as follows:

Three Months Ended

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

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Total revenues $ 1,340 $ 2,151 $ 3,491 $ 471 $ 1,580 $ 2,051

Six Months Ended

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

Prime contractor $ 2,379 $ 3,763 $ 6,142 $ 826 $ 2,761 $ 3,587

Subcontractor 247 518 765 104 343 447

Total revenues $ 2,626 $ 4,281 $ 6,907 $ 930 $ 3,104 $ 4,034

Revenues by geographic location are reported by the country in which the work is performed and were as follows:

Three Months Ended

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

2 unchanged sentences

Total revenues $ 1,340 $ 2,151 $ 3,491 $ 471 $ 1,580 $ 2,051

Six Months Ended

March 28, 2025 March 29, 2024

(Amounts in millions) DS GES Total DS GES Total

United States $ 2,507 $ 2,563 $ 5,070 $ 787 $ 2,183 $ 2,970

International 119 1,718 1,837 143 921 1,064

Total revenues $ 2,626 $ 4,281 $ 6,907 $ 930 $ 3,104 $ 4,034

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

Three Months Ended Six Months Ended

( Amounts in millions)

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Favorable earnings at completion adjustments $ 48 $ 28 $ 68 $ 23

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Remaining Performance Obligations

As of December 27, 2024, we had a remaining performance obligations balance of $ 12.3 billion and expect to recognize approximately 68 % and 86 % of the remaining performance obligations balance as revenues over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

As of March 28, 2025, we had a remaining performance obligations balance of $ 10.7 billion and expect to recognize approximately 72 % and 87 % of the remaining performance obligations balance as revenues over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Note 5 — Contract Balances

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

Description of Contract Related Balance Classification December 27, 2024 September 27, 2024

Description of Contract Related Balance Classification March 28, 2025 September 27, 2024

Billed and billable receivables Accounts receivable, net $ 1,556 $ 1,378

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The Company has related party receivables due from our equity method investments, discussed further in Note 10 — Joint Ventures.

We recognized revenues of $ 65 million and $ 76 million during the three months ended December 27, 2024 and December 29, 2023, respectively, that was included in Contract liabilities as of September 27, 2024 and September 29, 2023, respectively.

During the three and six months ended March 28, 2025, we recognized revenues of $ 8 million and $ 73 million, respectively, compared with $ 6 million and $ 82 million of revenues during the three and six months ended March 29, 2024, respectively, that was included in Contract liabilities as of September 27, 2024 and September 29, 2023, respectively.

Note 6 — Sales of Receivables

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Government receivables.

On December 30, 2024, the Company amended its MARPA with the Purchaser to increase the maximum amount of eligible receivables that can be sold, including certain billed and unbilled receivables, up to $ 400 million, an increase of $ 150 million.

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

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

As of and for the

Three Months Ended December 27, 2024

As of and for the Six Months Ended

March 28, 2025 March 29, 2024

Beginning balance:

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Cash collected, not remitted to Purchaser (2)

( 44 ) ( 14 )

Remaining sold receivables $ 176 $ 36

(1) For the three months ended December 27, 2024, the Company recorded a net cash inflow of $ 7 million in its cash flows from operating activities, respectively, from sold receivables.

(1) For the six months ended March 28, 2025 and March 29, 2024, the Company recorded a net cash inflow of $ 43 million and $ 50 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 December 27, 2024.

(2) Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 28, 2025 and March 29, 2024.

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

Note 7 — Goodwill and Intangible Assets

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

(Amounts in millions) Total

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 27, 2024

Acquisition of CMS (1)

Balance as of December 27, 2024

$ 2,412 $ 3,144 $ 5,556

Measurement period adjustments (1)

Balance as of March 28, 2025

$ 2,416 $ 3,242 $ 5,658

(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 quarter ended December 27, 2024, we performed an interim goodwill impairment test both before and after the business realignment and did not record an impairment charge as a result of the test.

During the first quarter of fiscal year 2025, we amended our organization structure.

We performed an interim goodwill impairment test both before and after the business realignment and did not record an impairment charge as a result of the tests.

Intangible Assets

Intangible assets, net consisted of the following:

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

(Amounts in millions) Gross

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Total intangible assets, net $ 3,706 $ ( 1,353 ) $ 2,353 $ 3,735 $ ( 1,112 ) $ 2,623

Amortization expense was $ 120 million and $ 56 million for the three months ended December 27, 2024 and December 29, 2023, respectively.

Amortization expense was $ 120 million and $ 240 million for the three and six months ended March 28, 2025, respectively, and $ 58 million and $ 114 million for the three and six months ended March 29, 2024, respectively.

Note 8 — Income Taxes

The effective tax rate was 53.3 % and ( 56.0 )% for the three months ended December 27, 2024 and December 29, 2023, respectively.

The Company's effective tax rate was 91.7 % and 66.7 % for the three and six months ended March 28, 2025, respectively, and ( 90.9 )% and ( 72.3 )% for the three and six months ended March 29, 2024, 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 months ended December 27, 2024 and December 29, 2023 was an increase in the valuation allowance against the deferred tax asset related to disallowed interest expense of $ 12 million and $ 23 million, respectively.

federal corporate tax rate of 21.0% and the Company’s effective tax rate for the three and six months ended March 28, 2025 and March 29, 2024 was an increase in the valuation allowance against the deferred tax asset related to disallowed interest expense of $ 17 million and $ 28 million, respectively, for the three and six months ended March 28, 2025, and $ 21 million and $ 44 million, respectively, for the three and six months ended March 29, 2024.

Note 9 — Debt

Debt consisted of the following:

(Amounts in millions) December 27, 2024 September 27, 2024

(Amounts in millions) March 28, 2025 September 27, 2024

Term Loan $ 3,750 $ 3,750

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The Revolver matures on September 27, 2029.

As of December 27, 2024 and September 27, 2024, the available borrowing capacity under the Credit Facility was $ 788 million and $ 808 million, respectively, and included $ 62 million and $ 42 million, respectively, in issued letters of credit.

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

As of March 28, 2025 and September 27, 2024, the available borrowing capacity under the Credit Facility was $ 775 million and $ 808 million, respectively, and included $ 75 million and $ 42 million, respectively, in issued letters of credit.

As of March 28, 2025 and September 27, 2024, 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, commencing on February 1, 2025.

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 Revolver, under certain circumstances, a financial covenant.

We were in compliance with all covenants as of December 27, 2024.

We were in compliance with all covenants as of March 28, 2025.

Cash Flow Hedges

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The Company analyzes its joint ventures and classifies them as either:

• a 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;

• 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;

• 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 December 27, 2024 and September 27, 2024:

(Amounts in millions) December 27, 2024 September 27, 2024

The following table presents selected financial information for our consolidated joint ventures that are VIEs as of March 28, 2025 and September 27, 2024:

(Amounts in millions) March 28, 2025 September 27, 2024

Cash and cash equivalents $ 143 $ 160

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Total liabilities and equity $ 471 $ 484

The following table presents selected financial information for our consolidated joint ventures that are VIEs for the three months ended December 27, 2024 and December 29, 2023:

For the three months ended

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

The following table presents selected financial information for our consolidated joint ventures that are VIEs for the three and six months ended March 28, 2025 and March 29, 2024:

Three Months Ended Six Months Ended

(Amounts in millions) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenues $ 367 $ 67 $ 743 $ 136

Cost of revenues ( 331 ) ( 57 ) ( 667 ) ( 115 )

Net income 39 10

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 %.

Related party receivables due from our equity method investments were $ 35 million and $ 37 million as of December 27, 2024 and September 27, 2024, respectively.

Net income including non-controlling interests 36 10 75 20

The Company has an ownership share in more than 20 active joint ventures that are accounted for as equity method investments and the Company’s ownership percentages generally range from 10 % to 51 %.

Related party receivables due from our equity method investments were $ 43 million and $ 37 million as of March 28, 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 $ 44 million and $ 28 million for the three months ended December 27, 2024 and December 29, 2023, respectively.

The related party revenues earned from our equity method investments was $ 45 million and $ 89 million for the three and six months ended March 28, 2025, respectively, and $ 17 million and $ 33 million for the three and six months ended March 29, 2024, 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 $ 124 million related to our equity method investments as of December 27, 2024.

In the aggregate, our maximum exposure to losses was $ 193 million related to our equity method investments as of March 28, 2025.

Note 11 — Accumulated Other Comprehensive Income (Loss)

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

The accumulated balances and reporting period activities for the three and six months ended March 28, 2025 and March 29, 2024 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)

(Amounts in millions)

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

Balance at December 27, 2024 $ — $ ( 15 ) $ 55 $ ( 17 ) $ 23

Other comprehensive (loss) income before reclassification ( 6 ) 11 — 2 7

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

Balance at March 28, 2025 $ ( 7 ) $ ( 4 ) $ 55 $ ( 15 ) $ 29

(Amounts in millions)

Balance at December 29, 2023 $ ( 4 ) $ 1 $ 46 $ ( 14 ) $ 29

Other comprehensive (loss) income before reclassification 18 ( 2 ) — ( 3 ) 13

Amounts reclassified from accumulated other comprehensive (loss) income ( 3 ) — ( 1 ) 1 ( 3 )

Balance at March 29, 2024 $ 11 $ ( 1 ) $ 45 $ ( 16 ) $ 39

3 unchanged sentences

Amounts reclassified from accumulated other comprehensive (loss) income ( 4 ) — — — ( 4 )

Balance at December 29, 2023 $ ( 4 ) $ 1 $ 46 $ ( 14 ) $ 29

Balance at March 28, 2025 $ ( 7 ) $ ( 4 ) $ 55 $ ( 15 ) $ 29

(Amounts in millions)

Balance at September 29, 2023 $ 25 $ ( 5 ) $ 46 $ ( 18 ) $ 48

Other comprehensive (loss) income before reclassification ( 9 ) 4 — 1 ( 4 )

Amounts reclassified from accumulated other comprehensive income (loss) ( 5 ) — ( 1 ) 1 ( 5 )

Balance at March 29, 2024 $ 11 $ ( 1 ) $ 45 $ ( 16 ) $ 39

Note 12 — Segment Information

1 unchanged sentence

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

The GES segment provides large-scale environmental remediation, clean energy, platform engineering, sustainment and supply chain management across all seven continents for the U.S.

government and allied nations.

3 unchanged sentences

The Company’s segment revenues were as follows:

Three months ended

December 27, 2024 December 29, 2023

(Amounts in millions) DS GES Total DS GES Total

Revenues $ 1,286 $ 2,130 $ 3,416 $ 459 $ 1,524 $ 1,983

Three Months Ended Six Months Ended

(Amounts in millions) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

DS $ 1,340 $ 471 $ 2,626 $ 930

GES 2,151 1,580 4,281 3,104

Total $ 3,491 $ 2,051 $ 6,907 $ 4,034

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

3 unchanged sentences

The following table reconciles segment Adjusted EBITDA to net income (loss) attributable to common shareholders:

Three months ended

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

Three months ended Six months ended

(Amounts in millions) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Adjusted EBITDA by segment

DS $ 107 $ 40 $ 207 $ 78

GES 161 116 323 232

Adjusted EBITDA attributable to Amentum Holdings, Inc.

268 156 530 310

Depreciation expense ( 9 ) ( 5 ) ( 18 ) ( 12 )

3 unchanged sentences

Acquisition, transaction and integration costs 1

( 21 ) ( 4 ) ( 30 ) ( 11 )

Utilization of fair market value adjustments 2

Share-based compensation 3

( 5 ) ( 1 ) ( 8 ) ( 2 )

Income (loss) before income taxes 24 ( 22 ) 69 ( 47 )

Provision for income taxes ( 22 ) ( 20 ) ( 46 ) ( 34 )

Net income (loss) 21 ( 39 )

Non-controlling interests ( 9 ) ( 2 )

Net income (loss) including non-controlling interests 2 ( 42 ) 23 ( 81 )

Net income (loss) attributable to non-controlling interests 2 1 ( 7 ) ( 1 )

Net income (loss) attributable to common shareholders $ 4 $ ( 41 ) $ 16 $ ( 82 )

4 unchanged sentences

Note 13 — Earnings (Loss) Per Share

For the three months ended December 29, 2023, 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.

There were no anti-dilutive shares for the three months ended December 29, 2023.

For the three and six months ended March 29, 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.

There were no anti-dilutive shares for the three and six months ended March 29, 2024.

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

For the three months ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net income (loss) attributable to common shareholders $ 4 $ ( 41 ) $ 16 $ ( 82 )

32 unchanged sentences

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

Note 15 — Subsequent Event

Divestiture of Rapid Solutions

On April 23, 2025, we entered into a definitive agreement to sell our hardware and product business, Rapid Solutions, to Lockheed Martin for a purchase price of $ 360 million in cash, subject to regulatory approvals and customary closing conditions.

The planned sale of the Rapid Solutions business is not classified as discontinued operations as it does not represent a strategic shift in our business.

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-Q

Item 1. Financial Statements