What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 106 added, 93 removed, 495 unchanged (29% of the section changed)

3 unchanged sentences

(in millions, except per share data)

March 28, 2025 September 27, 2024

June 27, 2025 September 27, 2024

Current assets:

23 unchanged sentences

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

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

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

Additional paid-in capital 4,914 4,962

9 unchanged sentences

(in millions, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenues $ 3,561 $ 2,142 $ 10,468 $ 6,176

5 unchanged sentences

Interest expense and other, net ( 88 ) ( 108 ) ( 261 ) ( 330 )

Loss on extinguishment of debt ( 3 ) ( 3 ) ( 3 ) ( 3 )

Income (loss) before income taxes 12 ( 22 ) 81 ( 69 )

10 unchanged sentences

(in millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Net income (loss) including non-controlling interests $ ( 1 ) $ ( 24 ) $ 22 $ ( 105 )

Other comprehensive income (loss):

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

Net unrealized gain (loss) on interest rate swaps — 3 15 ( 11 )

Foreign currency translation adjustments 15 — 8 4

1 unchanged sentence

Other comprehensive income (loss) 14 2 22 ( 9 )

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

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

Other comprehensive income (loss), net of tax 14 2 20 ( 7 )

10 unchanged sentences

Shares Amount

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

Net income (loss) including non-controlling interests — — — 10 — 10 ( 11 ) ( 1 )

3 unchanged sentences

Equity based compensation and other — — 7 — — 7 ( 2 ) 5

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

Balance at June 27, 2025 243 $ 2 $ 4,914 $ ( 501 ) $ 43 $ 4,458 $ 131 $ 4,589

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

1 unchanged sentence

Interests Total Shareholders' Equity

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

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

Net loss including non-controlling interests — ( 26 ) — ( 26 ) 2 ( 24 )

Other comprehensive income, net of tax — — 2 2 — 2

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

Balance at June 28, 2024 $ 777 $ ( 553 ) $ 41 $ 265 $ 38 $ 303

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

8 unchanged sentences

Equity based compensation and other — — 15 — — 15 ( 2 ) 13

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

Balance at June 27, 2025 243 $ 2 $ 4,914 $ ( 501 ) $ 43 $ 4,458 $ 131 $ 4,589

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

2 unchanged sentences

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

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

Net (loss) income including non-controlling interests — ( 108 ) — ( 108 ) 3 ( 105 )

Other comprehensive loss, net of tax — — ( 7 ) ( 7 ) — ( 7 )

1 unchanged sentence

Equity based compensation and other 5 — — 5 ( 4 ) 1

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

Balance at June 28, 2024 $ 777 $ ( 553 ) $ 41 $ 265 $ 38 $ 303

See notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(in millions)

Six Months Ended

March 28, 2025 March 29, 2024

Nine Months Ended

June 27, 2025 June 28, 2024

Cash flows from operating activities

Net income (loss) including non-controlling interests $ 22 $ ( 105 )

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

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

Depreciation 29 17

6 unchanged sentences

Equity-based compensation 15 3

Other ( 1 ) 2

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

4 unchanged sentences

Other long-term liabilities ( 20 ) ( 4 )

Net cash provided by (used in) operating activities 167 ( 78 )

Net cash provided by operating activities 273 160

Cash flows from investing activities

Acquisitions, net of cash acquired ( 70 ) —

Divestitures, net of cash conveyed 358 —

Payments for property and equipment ( 18 ) ( 7 )

1 unchanged sentence

Other 2 ( 1 )

Net cash used in investing activities ( 39 ) ( 6 )

Net cash provided by (used in) investing activities 236 ( 8 )

Cash flows from financing activities

12 unchanged sentences

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

Accrued acquisition working capital settlement 70 —

Income taxes paid, net of receipts ( 67 ) ( 45 )

24 unchanged sentences

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 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.

The results of operations for the three and nine months ended June 27, 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

14 unchanged sentences

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

Note 3 — Acquisition

Note 3 — Acquisition and Divestiture

Acquisition of CMS

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.

31 unchanged sentences

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

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

The goodwill recognized was attributable to the synergies expected to be achieved by combining the

businesses of Amentum and CMS, expected future contracts and the acquired workforce.

The goodwill is partially deductible for tax purposes.

30 unchanged sentences

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

Divestiture of Rapid Solutions

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

The sale of Rapid Solutions, which was part of the DS segment, was not classified as discontinued operations as it did not represent a strategic shift in our business.

Note 4 — Revenues

4 unchanged sentences

Three Months Ended

March 28, 2025 March 29, 2024

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

4 unchanged sentences

Total revenues $ 1,421 $ 2,140 $ 3,561 $ 501 $ 1,641 $ 2,142

Six Months Ended

March 28, 2025 March 29, 2024

Nine Months Ended

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

6 unchanged sentences

Three Months Ended

March 28, 2025 March 29, 2024

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

3 unchanged sentences

Total revenues $ 1,421 $ 2,140 $ 3,561 $ 501 $ 1,641 $ 2,142

Six Months Ended

March 28, 2025 March 29, 2024

Nine Months Ended

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

5 unchanged sentences

Three Months Ended

March 28, 2025 March 29, 2024

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

2 unchanged sentences

Total revenues $ 1,421 $ 2,140 $ 3,561 $ 501 $ 1,641 $ 2,142

Six Months Ended

March 28, 2025 March 29, 2024

Nine Months Ended

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

4 unchanged sentences

Three Months Ended

March 28, 2025 March 29, 2024

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

2 unchanged sentences

Total revenues $ 1,421 $ 2,140 $ 3,561 $ 501 $ 1,641 $ 2,142

Six Months Ended

March 28, 2025 March 29, 2024

Nine Months Ended

June 27, 2025 June 28, 2024

(Amounts in millions) DS GES Total DS GES Total

4 unchanged sentences

Changes in estimated contract earnings at completion using the cumulative catch-up method of accounting were recognized in revenues as follows:

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

( Amounts in millions)

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

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Favorable earnings at completion adjustments $ 48 $ 19 $ 98 $ 13

3 unchanged sentences

$ 0.04 $ 0.03 $ 0.13 $ 0.03

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

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

Remaining Performance Obligations

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.

As of June 27, 2025, we had a remaining performance obligations balance of $ 9.5 billion and expect to recognize approximately 73 % and 88 % 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 March 28, 2025 September 27, 2024

Description of Contract Related Balance Classification June 27, 2025 September 27, 2024

Billed and billable receivables Accounts receivable, net $ 1,481 $ 1,378

6 unchanged sentences

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

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.

During the three and nine months ended June 27, 2025, we recognized revenues of $ 11 million and $ 84 million, respectively, compared with $ 5 million and $ 87 million of revenues during the three and nine months ended June 28, 2024, respectively, that was included in Contract liabilities as of September 27, 2024 and September 29, 2023, respectively.

Note 6 — Sales of Receivables

1 unchanged sentence

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.

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

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

1 unchanged sentence

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

As of and for the Six Months Ended

March 28, 2025 March 29, 2024

As of and for the Nine Months Ended

June 27, 2025 June 28, 2024

Beginning balance:

5 unchanged sentences

Remaining sold receivables $ 179 $ 148

(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.

(1) For the nine months ended June 27, 2025 and June 28, 2024, the Company recorded a net cash inflow of $ 42 million and $ 175 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 March 28, 2025 and March 29, 2024.

(2) Includes the cash collected on behalf of but not yet remitted to the Purchaser as of June 27, 2025 and June 28, 2024.

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

5 unchanged sentences

Measurement period adjustments (1)

Balance as of March 28, 2025

Divestitures ( 193 ) — ( 193 )

Balance as of June 27, 2025

$ 2,242 $ 3,374 $ 5,616

4 unchanged sentences

Intangible assets, net consisted of the following:

March 28, 2025 September 27, 2024

June 27, 2025 September 27, 2024

(Amounts in millions) Gross

7 unchanged sentences

Total intangible assets, net $ 3,534 $ ( 1,459 ) $ 2,075 $ 3,735 $ ( 1,112 ) $ 2,623

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.

Amortization expense was $ 118 million and $ 358 million for the three and nine months ended June 27, 2025, respectively, and $ 57 million and $ 171 million for the three and nine months ended June 28, 2024, respectively.

Note 8 — Income Taxes

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 Company's effective tax rate was 108.3 % and 72.8 % for the three and nine months ended June 27, 2025, respectively, and ( 9.1 )% and ( 52.2 )% for the three and nine months ended June 28, 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 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.

federal corporate tax rate of 21.0% and the Company’s effective tax rate for the three and nine months ended June 27, 2025 and June 28, 2024 was an increase in the valuation allowance against the deferred tax asset related to disallowed interest expense of $ 18 million and $ 46 million, respectively, for the three and nine months ended June 27, 2025, and $ 8 million and $ 52 million, respectively, for the three and nine months ended June 28, 2024.

On July 4, 2025, the One Big, Beautiful Bill Act (“OBBBA”) was passed.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain tax treatments for certain business provisions.

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

We are currently assessing the impact on our consolidated financial statements.

Note 9 — Debt

Debt consisted of the following:

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

(Amounts in millions) June 27, 2025 September 27, 2024

Term Loan $ 3,550 $ 3,750

7 unchanged sentences

The interest rates applicable to the Term Loan are floating interest rates equal to an Alternate Base Rate or Adjusted Term Secured Overnight Financing Rate plus an applicable margin based upon net leverage ratio.

The Term Loan matures on September 27, 2031 and requires quarterly principal amortization payments of $ 9 million commencing March 31, 2025 with the remainder of the principal thereunder being due at maturity.

The Term Loan matures on September 27, 2031 and requires quarterly principal amortization payments of $ 9 million, which commenced on March 31, 2025, with the remainder of the principal thereunder being due at maturity.

The Revolver matures on September 27, 2029.

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 the third quarter of fiscal years 2024 and 2025, we made additional principal payments on our outstanding debt.

On May 31, 2024, we made a $ 150 million voluntary principal payment on the previous Second Lien Tranche 1 Term Facility and on June 27, 2025, we made an approximate $ 191 million voluntary principal payment on the Term Loan.

Additionally, on July 31, 2025, we made a $ 250 million voluntary principal payment on the Term Loan.

On September 27, 2024, in connection with the consummation of the Transaction, we repaid all outstanding borrowings under the prior first lien term facilities and the second lien term facilities and entered into the Credit Facility.

As of June 27, 2025 and September 27, 2024, the available borrowing capacity under the Credit Facility was $ 769 million and $ 808 million, respectively, and included $ 81 million and $ 42 million, respectively, in issued letters of credit.

As of June 27, 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”).

2 unchanged sentences

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 March 28, 2025.

We were in compliance with all covenants as of June 27, 2025.

Cash Flow Hedges

7 unchanged sentences

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.

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.

3 unchanged sentences

• 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 March 28, 2025 and September 27, 2024:

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

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

(Amounts in millions) June 27, 2025 September 27, 2024

Cash and cash equivalents $ 143 $ 160

9 unchanged sentences

Total liabilities and equity $ 463 $ 484

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

The following table presents selected financial information for our consolidated joint ventures that are VIEs for the three and nine months ended June 27, 2025 and June 28, 2024:

Three Months Ended Nine Months Ended

(Amounts in millions) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenues $ 408 $ 61 $ 1,151 $ 197

2 unchanged sentences

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 25 % to 50 %.

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.

Related party receivables due from our equity method investments were $ 79 million and $ 37 million as of June 27, 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 $ 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.

The related party revenues earned from our equity method investments was $ 110 million and $ 199 million for the three and nine months ended June 27, 2025, respectively, and $ 17 million and $ 50 million for the three and nine months ended June 28, 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 $ 193 million related to our equity method investments as of March 28, 2025.

In the aggregate, our maximum exposure to losses was $ 198 million related to our equity method investments as of June 27, 2025.

Note 11 — Accumulated Other Comprehensive Income (Loss)

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:

The accumulated balances and reporting period activities for the three and nine months ended June 27, 2025 and June 28, 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 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

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

(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

Other comprehensive income (loss) before reclassification 9 — — ( 1 ) 8

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

Balance at June 28, 2024 $ 14 $ ( 1 ) $ 44 $ ( 16 ) $ 41

1 unchanged sentence

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

Other comprehensive (loss) income before reclassification 19 ( 7 ) — ( 2 ) 10

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

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

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

1 unchanged sentence

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

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

Other comprehensive income before reclassification — 4 — — 4

Amounts reclassified from accumulated other comprehensive income (loss) ( 11 ) — ( 2 ) 2 ( 11 )

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

Balance at June 28, 2024 $ 14 $ ( 1 ) $ 44 $ ( 16 ) $ 41

Note 12 — Segment Information

8 unchanged sentences

The Company’s segment revenues were as follows:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

(Amounts in millions) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

DS $ 1,421 $ 501 $ 4,047 $ 1,431

6 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

(Amounts in millions) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Adjusted EBITDA by segment

6 unchanged sentences

Interest expense and other, net ( 88 ) ( 108 ) ( 261 ) ( 330 )

Loss on extinguishment of debt ( 3 ) ( 3 ) ( 3 ) ( 3 )

Non-controlling interests ( 11 ) 2 ( 4 ) 3

14 unchanged sentences

Note 13 — Earnings (Loss) Per Share

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.

For the three and nine months ended June 28, 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 nine months ended June 28, 2024.

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Net income (loss) attributable to common shareholders $ 10 $ ( 26 ) $ 26 $ ( 108 )

28 unchanged sentences

Government contracting.

Government investigations often take years to complete and may result in adverse action against us.

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.

1 unchanged sentence

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