Amentum (AMTM) 8-KRegulation FD Disclosure

Exhibit 99.1

September 18, 2024

Dear Jacobs Solutions Inc. Shareholder:

I am writing to let you know about an important change for Jacobs Solutions Inc. (“Jacobs”) that will result in shareholders of Jacobs receiving shares in a newly formed company. In November 2023, Jacobs announced its plan to spin off and combine its Critical Mission Solutions business and portions of its Divergent Solutions business, including the Cyber & Intelligence business, with Amentum Parent Holdings LLC (“Amentum”), a leading global engineering and technology solutions provider, to create a new, publicly traded government services provider. The spin-off will occur through a distribution by Jacobs to current Jacobs’ shareholders of at least 80.1% of the outstanding shares of a newly formed company named Amazon Holdco Inc. (“SpinCo”), which will hold our Critical Mission Solutions business and portions of our Divergent Solutions business, which we refer to as the Cyber & Intelligence business (the “separation and distribution”). Immediately following the distribution, Amentum will merge with and into SpinCo, with SpinCo surviving the merger (the “merger” and such surviving entity, “Combined Co”) as a public company. After completion of the separation and distribution and the merger with Amentum, Jacobs and its shareholders are expected to own between 58.5% and 63% of the issued and outstanding shares of the common stock of Combined Co depending on achievement of certain fiscal year 2024 operating profit targets of the SpinCo Business. Following the transactions, Jacobs’ shareholders are expected to hold at least 51% of the issued and outstanding shares of SpinCo common stock. The separation and distribution and the merger will result in two world class public companies well positioned to pursue their respective growth plans. As leading standalone companies, Jacobs and Combined Co will benefit from the following attributes:

Upon completion of the separation and distribution, each Jacobs shareholder as of the close of business on September 23, 2024, the record date for the distribution, will receive one share of SpinCo common stock for every share of Jacobs common stock held as of such time, with cash paid in lieu of fractional shares. SpinCo common stock will be issued in book-entry form only, which means that no physical share certificates will be issued. For U.S. federal income tax purposes, the separation and distribution is intended to be generally tax-free to Jacobs’ shareholders.

No vote of Jacobs’ shareholders is required or sought for the separation and distribution or to approve the merger. You do not need to take any action to receive shares of SpinCo common stock to which you are entitled as a Jacobs shareholder, and you do not need to pay any consideration or surrender or exchange your Jacobs common stock to receive your shares of SpinCo common stock. Amentum has already obtained all requisite approvals from its shareholders for the merger.

SpinCo has applied to have its common stock authorized for listing on the New York Stock Exchange under the symbol “AMTM.” Following the separation and distribution, Jacobs common stock will continue to trade on the New York Stock Exchange under the symbol “J.”

We encourage you to read the attached information statement, which is being made available to Jacobs’ shareholders as of the record date for the distribution. The information statement describes the separation and distribution and the merger in detail and contains important business and financial information about SpinCo, Amentum and Combined Co.

We believe the separation and distribution and the merger provide tremendous opportunities for our businesses, as we work to continue to build long-term value. We appreciate your continuing support of Jacobs and look forward to your future support of Jacobs and Combined Co.

INFORMATION STATEMENT

Amazon Holdco Inc.

This information statement is being furnished in connection with the distribution by Jacobs Solutions Inc. (“Jacobs”) to its shareholders of at least 80.1% of the outstanding shares of common stock of Amazon Holdco Inc. (“SpinCo”), a wholly owned subsidiary of Jacobs that will hold Jacobs’ Critical Mission Solutions business (the “CMS Business”) and portions of Jacobs’ Divergent Solutions (“DVS”) business (referred to herein as the “Cyber & Intelligence business” or the “C&I Business” and, together with the CMS Business, the “SpinCo Business”). Jacobs will distribute at least 80.1% of the outstanding shares of SpinCo common stock on a pro rata basis to Jacobs’ shareholders in a distribution that is intended to qualify as generally tax-free to Jacobs’ shareholders for U.S. federal income tax purposes. Following the distribution and prior to the merger (defined below), Jacobs will own up to 19.9% of the outstanding shares of SpinCo common stock. Immediately following the distribution, Amentum Parent Holdings LLC (“Amentum”) will merge with and into SpinCo, with SpinCo surviving the merger (the “merger”). Jacobs, SpinCo, Amentum and Amentum Joint Venture LP (“Amentum Equityholder”) have entered into a separation and distribution agreement and a merger agreement, which provide, among other things, for the separation and distribution and the merger, as described under the section entitled “The Transactions.”

For every share of Jacobs common stock held of record by you as of the close of business on September 23, 2024, which is the record date for the distribution, you will receive one share of SpinCo common stock. You will receive cash in lieu of any fractional shares of SpinCo common stock that you would have received after application of the above ratio. As discussed under “The Transactions—Trading Between the Record Date and Distribution Date,” if you sell your shares of Jacobs common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of SpinCo common stock in connection with the distribution. We expect the shares of SpinCo common stock to be distributed by Jacobs to you at approximately 4:05 p.m., Eastern Time, on September 27, 2024. We refer to the date of the distribution of the SpinCo common stock as the “distribution date.”

Immediately prior to the merger, Amentum Equityholder will contribute to Amentum $235.0 million in cash (the “Amentum Equityholder contribution amount”). At the effective time of the merger, all issued and outstanding Amentum equity interests will be converted into the right to receive, in the aggregate, (i) a number of fully paid and nonassessable shares of SpinCo common stock equal to 37% of the issued and outstanding shares of SpinCo common stock immediately following the merger (the “base merger consideration”) and (ii) if applicable, any additional shares of SpinCo common stock to which Amentum Equityholder may be entitled (and which would reduce Jacobs’ retained stake in Combined Co) based on the performance of the SpinCo Business relative to certain specified operating profit targets before the closing (such additional shares, the “additional merger consideration” and together with the base merger consideration, collectively, the “merger consideration”), in each case rounded down to the nearest whole share and subject to the adjustment provision described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Merger Agreement—Merger Consideration.”

After the merger and any post-closing adjustments necessary to address the additional merger consideration, if any, Jacobs’ shareholders will own at least 50.1%, and are expected to own between 51% and 55%, of the issued and outstanding shares of SpinCo common stock. Jacobs is expected to retain at least 7.5%, and has determined that it does not intend to retain more than 8%, of the issued and outstanding shares of SpinCo common stock after the merger and any post-closing adjustments to the merger consideration, if any. Any additional shares to which Jacobs would otherwise be entitled in excess of 8% of the issued and outstanding shares of SpinCo common stock will be distributed to Jacobs’ shareholders at the time of, or as soon as reasonably practicable following, the consummation of the transactions. Depending on the amount of additional merger consideration to which Amentum Equityholder may become entitled, Amentum Equityholder will hold between 37% and 41.5% of the issued and outstanding shares of SpinCo common stock following the merger and any post-closing adjustments to the merger consideration, if any.

No vote of Jacobs’ shareholders is required or sought for the transactions. Therefore, you are not being asked for a proxy, and you are requested not to send Jacobs a proxy, in connection with the distribution or the merger. You do not need to pay any consideration, exchange or surrender your existing shares of Jacobs common stock or take any other action to receive your shares of SpinCo common stock.

There is no current trading market for SpinCo common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop three business days prior to the distribution and we expect “regular-way” trading of SpinCo common stock to begin on the first trading day following the completion of the distribution. We intend to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “AMTM.” Following the distribution, Jacobs common stock will continue to trade on the NYSE under the symbol “J.”

In reviewing this information statement, you should carefully consider the matters described under the section entitled “Risk Factors.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is September 18, 2024.

This information statement will be made publicly available on or about September 18, 2024. Notice of this information statement’s availability will be first sent to Jacobs’ shareholders on or about September 18, 2024.

TABLE OF CONTENTS

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Presentation of Information

Except as otherwise indicated or unless the context otherwise requires:

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Trademarks, Trade Names and Service Marks

We own or have rights to various trademarks, trade names and service marks that we use in connection with the operation of our business. Solely for convenience, trademarks, trade names and service marks referred to in this information statement may appear without the “^®”, “^™” or “^SM” symbols, but such references or the absence of such references do not constitute a waiver of any rights that might be associated with the respective trademarks, trade names and service marks included or referred to in this information statement. This information statement also contains additional trademarks, trade names and service marks belonging to other parties. We do not intend our use or display of these other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, such other parties.

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Industry Information

Unless indicated otherwise, the information concerning the industries in which SpinCo and Amentum participate contained in this information statement is based on SpinCo’s and Amentum’s general knowledge of and expectations concerning the industry. SpinCo’s and Amentum’s market position, market share and the industry market size are based on estimates using internal data and estimates, data from various industry analyses, internal research and adjustments and assumptions that are believed to be reasonable. Data regarding industry, size and SpinCo’s and Amentum’s market position and market share within such industry provide general guidance but are inherently imprecise. While we believe such information is reliable, we have not independently verified any third-party information, and our internal company research and estimates have not been verified by any independent source. Further, these estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

The following provides only a summary of the terms of the separation and distribution, the merger and the transactions contemplated thereby. You should read the sections entitled “The Transactions,” “Description of Material Indebtedness,” “Description of Capital Stock,” “Certain Relationships and Related Party Transactions” and “Material U.S. Federal Income Tax Consequences” below in this information statement for a more detailed description of the matters described below.

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RISK FACTORS

You should carefully consider the following risks and other information in this information statement, including the combined financial statements of the SpinCo Business and related notes and the consolidated financial statements of Amentum and related notes, in evaluating Combined Co and our common stock. The risks described below are material risks, although not the only risks, relating to our business, the transactions, and our common stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect our ability to complete or realize the anticipated benefits of the transactions, and may have an adverse effect on the business, financial condition or results of operations of Combined Co. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, financial condition or results of operations.

Risks Related to Combined Co’s Business

Risks Related to Combined Co’s Operations

We generate substantially all of our revenues from contracts with the U.S. federal government. If the U.S. federal government significantly decreased or ceased doing business with us, our business, financial condition and results of operations would be materially and adversely affected.

The federal government is our primary customer, with revenues from U.S. federal government contracts, either as a prime contractor or a subcontractor, which represented approximately 90% of Combined Co’s pro forma revenue in fiscal year 2023 from contracts with agencies including the DOD, U.S. Intelligence Community, NASA and the DOE. We expect that U.S. federal government contracts will continue to be the primary source of our revenues for the foreseeable future. Negative press reports or publicity, which could pertain to employee or subcontractor misconduct, conflicts of interest, termination of a contract or task order, poor contract performance, legal violations or investigations, deficiencies in services, reports or other deliverables, information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation with the U.S. federal government. Due to the sensitive nature of our work and our confidentiality obligations to our customers, we may be unable or limited in our ability to respond to such negative publicity. In addition, the mishandling or the perception of mishandling sensitive information, such as our failure to maintain the confidentiality of the existence of our business relationships with certain of our customers, including as a result of misconduct or other improper activities by our employees or subcontractors, or a failure to maintain adequate protection against security breaches, including those resulting from cyberattacks, could harm our relationship with U.S. federal government agencies. Our ability to hire or retain employees and our standing in professional communities, to which we contribute and receive expert knowledge, could be diminished. If we were suspended or debarred from contracting with the federal government or any significant agency including the DOD, U.S. Intelligence Community, NASA and the DOE, if our reputation or relationship with government agencies was impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, financial condition and results of operations would be materially and adversely affected.

Contracts with the U.S. federal government and other governments and their agencies pose additional risks compared to contracts with private sector customers.

We depend on contracts with the U.S. federal government and other governments and their agencies. The U.S. federal government represented approximately 90% of Combined Co’s pro forma revenue in fiscal year 2023. These contracts, which are a significant source of our revenue and profit, are subject to additional risks compared to contracts with private sector customers:

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In addition, many of our U.S. federal government contracts contain organizational conflict of interest (“OCI”) clauses that may limit our ability to compete for or perform certain other contracts or other types of services for particular customers. An OCI arises when we engage in activities that may make us unable to render impartial assistance or advice to the U.S. federal government, impair our objectivity in performing contract work or provide us with an unfair competitive advantage. OCIs may arise as a result of our relationship with Jacobs and in instances where the SpinCo Business and Amentum work for the same customer. Existing OCIs, and any OCIs that may develop, could preclude our competition for or performance on a significant contract, which could limit our opportunities.

These various uncertainties, restrictions, and regulations including oversight audits by government authorities as well as profit and cost controls, could have a material adverse impact on our business, financial condition and results of operations.

Our U.S. federal government contract work is regularly reviewed and audited by the U.S. federal government, U.S. federal government auditors and others, and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities and other remedies against us.

U.S. federal government contracts are subject to specific laws and regulations such as the FAR, the Truthful Cost or Pricing Data Act, the CAS, the Service Contract Act and DOD security regulations. Failure to comply with any of these regulations, requirements or statutes may result in contract price adjustments, financial penalties or contract termination. Our U.S. federal government contracts are subject to audits, cost reviews and investigations by U.S. federal government contracting oversight agencies such as the Defense Contract Audit Agency (“DCAA”). The DCAA reviews the adequacy of, and our compliance with, our internal control systems and policies, including our labor, billing, accounting, purchasing, property, estimating, compensation and management information systems. The DCAA has the authority to conduct audits and reviews to determine if we are complying with the requirements under the FAR and CAS, pertaining to the allocation, period assignment and allowability of costs assigned to U.S. federal government contracts. The DCAA presents its report findings to the Defense Contract Management Agency (“DCMA”). Should the DCMA determine that we have not complied with the terms of our contract or applicable statutes and regulations, payments to us may be disallowed, which could result in retroactive adjustments to previously reported revenues and refunding of previously collected cash proceeds.

Given the demands of working for the U.S. federal government, we may have disagreements or experience performance issues. When performance issues arise under any of our U.S. federal government contracts, the U.S. federal government retains the right to pursue remedies, which could include termination under any affected contract. If any contract were so terminated, our ability to secure future contracts could be adversely affected. Other remedies that could be sought by our U.S. federal government customers for any improper activities or performance issues include sanctions such as forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the U.S. federal government. Further, the negative publicity that could arise from disagreements with our customers or sanctions as a result thereof could have an adverse effect on our reputation in the industry, reduce our ability to compete for new contracts and may also have a material adverse effect on our business, financial condition and operating results. See “—Our professional reputation and relationships with government agencies are critical to our business, and any harm to our reputation or relationships could decrease the amount of business that governments do with us, which could have a material adverse effect on our business, financial condition and results of operations.”

A delay in the completion of the U.S. federal government’s budget process, a decline in the U.S. federal government budget, changes in spending or budgetary priorities or delays in contract award may materially adversely affect our business, financial condition and results of operations.

To the extent the U.S. Congress is unable to approve the annual federal budget or raise the debt ceiling on a timely basis, and enacts a continuing resolution, funding for new projects may not be available and funding on

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contracts we are already performing may be delayed. If Congressional efforts to approve such funding fail, and Congress is unable to craft a long-term agreement on the U.S. federal government’s ability to incur indebtedness in excess of its current limits, the U.S. federal government may not be able to fulfill its current funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry. Any such delays would likely result in new business initiatives being delayed or canceled and a reduction in our backlog, and could have a material adverse effect on our revenue and operating results. The delay or cancellation of key programs or the delay of contract payments may have a material adverse effect on our revenue and operating results.

Additionally, levels of U.S. federal government defense spending are difficult to predict and subject to significant risk. Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities and defense spending levels, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers. Current U.S. federal government spending levels for defense-related or other programs may not be sustained, and future spending and program authorizations may not increase or may decrease or shift to programs in areas where we do not provide services or are less likely to be awarded contracts. Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. presidential administration and Congress and what challenges budget reductions will present for us and our industry generally. The U.S. federal government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift defense or other budgetary priorities, reduce overall U.S. federal government spending or delay contract or task order awards for defense-related or other programs from which we would otherwise expect to derive a significant portion of our future revenues. significant decline in overall U.S. federal government spending, including in the areas of national security, intelligence and homeland security, a significant shift in its spending priorities, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large programs could adversely affect our business, financial condition and operating results.

A significant portion of our revenue is derived from task orders under IDIQ contract vehicles where we perform in either a prime or subcontractor position.

IDIQ contracts are often used by customers, including the U.S. federal government, to obtain commitments from contractors to provide certain services or solutions on pre-established terms and conditions. These contracts often contain multi-year terms and unfunded ceiling amounts, which allow but do not commit the U.S. federal government to purchase products and services from contractors. Our ability to generate revenue under these types of contracts depends on our ability to be awarded task orders to purchase the specific services or solutions needed. IDIQ contracts are awarded to one or more contractors following a competitive procurement process. Under a single award IDIQ contract, all task orders under that contract are awarded to one pre-selected contractor. Under a multi-award IDIQ contract, task orders can be awarded to any of the preselected contractors. Multiple contractors must often compete under multiple award IDIQ contracts for task orders to provide particular services, and contractors earn revenue only to the extent that they successfully compete for these task orders. While such task orders are not included in our backlog until they are awarded, a failure to be awarded task orders or to win new task orders to replace lost or expiring task orders under such contracts would have a material adverse effect on our business, financial condition and results of operations.

In addition, our ability to maintain our existing business and win new business depends on our ability to maintain our prime and subcontractor positions on these contracts. The loss, without replacement, of certain of these contract vehicles could have a material adverse effect on our ability to win new business.

A reduction in the amount of available governmental funding could materially affect our results of operations.

Historically, we have benefited from both domestic and international government programs that provide funding for our services, and we expect to continue to benefit from such spending initiatives. While spending and

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stimulus bills may provide funding in many of the markets in which we operate, we may not be able to obtain the expected benefits from these bills or similar bills in the future. In addition, the timing of funding awards under these bills is uncertain. A reduction in the amount of governmental funding available could materially affect our results of operations.

Our professional reputation and relationships with government agencies are critical to our business, and any harm to our reputation or relationships could decrease the amount of business that governments do with us, which could have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our revenue is earned directly or indirectly from various government agencies. For example, in fiscal year 2023, approximately 90% of Combined Co’s pro forma revenue was earned directly or indirectly from agencies of the U.S. federal government. The federal government has also in the past accounted, and may in the future account for a significant portion of the revenue and/or backlog for us, our subsidiaries or companies in which we have made strategic investments, in any one year or over a period of several consecutive years. If our reputation or relationships with these agencies were harmed, our future revenue and growth prospects would be materially and adversely affected. Our reputation and relationship with these government agencies is a key factor in maintaining and growing revenue under our government contracts. Negative press reports regarding poor contract performance, employee misconduct, information security breaches, engagements in or perceived connections to politically or socially sensitive activities, or other aspects of our business, or regarding government contractors generally, could harm our reputation. In addition, to the extent our performance under a contract does not meet a government agency’s expectations, the customer might seek to terminate the contract prior to its scheduled expiration date, provide a negative assessment of our performance to government-maintained contractor past-performance data repositories, fail to award us additional business under existing contracts or otherwise, and direct future business to our competitors. If our reputation or relationships with these agencies is negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, such actions would decrease the amount of business that the government agency does with us. If we, or any of our subsidiaries or companies in which we have made strategic investments, lose, or experience a significant reduction in business from the government, this could have a material adverse impact on our business, financial condition, and results of operations.

We engage in a highly competitive business. If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted.

We face intense competition to provide engineering and technology solutions to customers. The markets we serve are highly competitive, and we compete against a large number of regional, national and multinational companies, many of whom may have greater financial resources, name recognition and a larger pool of technical staff. The extent and type of our competition varies by industry, geographic area and project type.

Our projects are frequently awarded through a competitive procurement process, which involves risks and substantial costs, including the cost and managerial time to prepare bids and proposals for contracts that we may not be awarded or may be split among competitors, the risk of inaccurately estimating the resources required to fulfil a contract we are awarded, the difficulty of execution, cost overruns and loss of committed costs, and any opportunity cost of not bidding and winning other contracts we might have otherwise pursued. With respect to U.S. federal government customers, the procurement process may change. See “—The U.S. federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.”

Furthermore, even after being awarded a contract, we may encounter significant delay, expense, contract modifications or even contract loss as a result of bid protests from unsuccessful bidders. It can take many months for the relevant U.S. federal government agency to resolve protests by one or more of our competitors of contract awards we receive. Bid protests may result in significant expense to us, contract modification, or loss of an awarded contract as a result of the award being overturned. Even where a bid protest does not result in a renewed competition, the resolution typically extends the time until the contract activity can begin.

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We are constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services. Some of our competitors have made or could make acquisitions of businesses or establish agreements among themselves or third parties, which could allow them to offer more competitive and comprehensive solutions. As a result, our competitors may be able to accelerate the adoption of new technologies that better address customer needs, expand their offerings more quickly than we do, limit our access to certain suppliers or devote more significant resources than us. Competition can place downward pressure on our contract prices and profit margins, which increases the risk that, among other things, we may not realize profit margins at the same rates as we have seen in the past or may become responsible for costs or other liabilities we have not accepted in the past. If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition and results of operations.

A preference for minority-owned, small, or small disadvantaged businesses could impact our ability to be a prime contractor on certain governmental procurements.

As a result of the Small Business Administration set-aside program and similar programs, the U.S. federal government may decide to restrict certain procurements only to bidders that meet certain qualifications, such as minority-owned, small or small disadvantaged businesses. As a result, we would not be eligible to perform as a prime contractor on those programs and in general would be restricted to no more than 49% of the work as a subcontractor on those programs. An increase in the amount of procurements under set-aside programs may impact our ability to bid on new procurements as a prime contractor or restrict our ability to recompete on incumbent work that is placed in the set-aside programs. In addition, even if we are qualified to work on a U.S. federal government contract, we may not be awarded the contract because of existing government policies designed to assist small businesses and other designated classifications of businesses.

Our results of operations depend on the award of new contracts and the timing of the award of these contracts.

Our revenues depend on new contract awards. Delays in the timing of the awards or cancellations of such projects as a result of economic conditions, material and equipment pricing and availability or other factors could impact our long-term projected results. It is particularly difficult to predict whether or when we will receive contracts for large-scale projects as these contracts frequently involve a lengthy and complex procurement and selection process, which is affected by a number of factors, such as market conditions or environmental and other governmental approvals. Since a significant portion of our revenues is generated from such projects, our results of operations and cash flows can fluctuate significantly from quarter to quarter depending on the timing of our contract awards and the commencement or progress of work under awarded contracts.

The uncertainty of our contract award timing can also present difficulties in matching workforce size with contract needs. In some cases, we maintain and bear the cost of a ready workforce that is larger than necessary under existing contracts in anticipation of future workforce needs for expected contract awards. When an expected contract award is delayed or not received, we incur additional costs resulting from reductions in staff or redundancy of facilities, which could have a material adverse effect on our business, financial condition and results of operations.

Demand for our services is impacted by economic downturns, reductions in government or private spending and times of political uncertainty.

We provide full spectrum engineering and technology solutions to customers operating in a number of sectors and industries, including programs for various national governments, including the United States, United Kingdom and Australia; aerospace; automotive; pharmaceuticals and biotechnology; infrastructure; environmental; nuclear decommissioning; and other general industrial and consumer businesses and sectors. These sectors and industries and the resulting demand for our services have been, and we expect will continue to

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be, subject to significant fluctuations due to a variety of factors beyond our control, including economic conditions and changes in customer spending, particularly during periods of economic or political uncertainty. Consequently, our results have varied, and may continue to vary, depending upon the demand for future projects in the markets and the locations in which we operate.

Uncertain global economic, socioeconomic and political conditions may negatively impact our customers’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices. These factors may also cause our customers to reduce their capital expenditures, alter the mix of services purchased, seek more favorable pricing and other contract terms and otherwise slow their spending on our services. For example, in the public sector, declines in tax revenues as well as other economic declines may result in lower government spending. In addition, under such conditions, many of our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in contracts that we might not deem acceptable. These conditions may reduce the demand for our services, which may have a material adverse impact on our business, financial condition and results of operations.

Additionally, uncertain economic, socioeconomic and political conditions may make it difficult for our customers, our vendors, and us to accurately forecast and plan future business activities. We cannot predict the outcome of changing trade policies or other unanticipated socioeconomic or political conditions, nor can we predict the timing, strength or duration of any economic recovery or downturn worldwide or in our customers’ markets. Weak economic conditions could have a material adverse impact on our business, financial condition and results of operations. Furthermore, if a significant portion of our projects are concentrated in a specific geographic area or industry, our business may be disproportionately affected by regional conflicts, negative trends or economic downturns in those specific geographic areas or industries.

Continuing inflation, rising or continued high interest rates, and/or costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.

Rising inflation, interest rates, and/or costs could reduce the demand for our services. In addition, we bear all of the risk of high inflation with respect to those contracts that are fixed-price. Because a significant portion of our revenues are earned from cost-reimbursable type contracts (approximately 65% of Combined Co’s pro forma revenue for fiscal year 2023), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor. Additionally, we are typically able to price fixed-price and time-and-materials (“T&M”) contracts in a manner that accommodates inflation and cost increases over the period of performance. However, if we continue to experience inflationary pressures, inflation may have a larger impact on our results of operations in the future, particularly if we expand our business into markets and geographic areas where fixed-price work is more prevalent. Therefore, continued inflation, rising or continued high interest rates and/or construction costs could have a material adverse impact on our business, financial condition and results of operations.

Many of our work sites are workplaces with inherent safety and environmental risks. The occurrence of an accident or safety incident involving employees, contractors or others can result in injuries, disabilities or even loss of life, which could expose us to significant financial losses and reputational harm, as well as civil and criminal liabilities.

At work sites, our employees, contractors and others may be in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes and hazardous and highly regulated materials, such as nuclear and radioactive materials, in a challenging environment and often in geographically remote locations. We are responsible for safety on some of those project sites, and, accordingly, we have an obligation to comply with applicable laws, including to implement effective safety policies and procedures and to provide appropriate personal protective equipment. The failure by us or others working at such sites to comply with such laws, to implement effective safety procedures, to provide necessary equipment, to

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protect other contractors at work sites we manage or to conduct work in a safe manner, may result in injury, disability or loss of life, which may result in investigations, claims or litigation or result in delays in the completion or commencement of our projects. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our customers and raise our operating and insurance costs. In addition, releases of hazardous materials or nuclear wastes, or fires, explosions or other incidents, may result in environmental damages, or public safety concerns, and the related costs and liabilities could have a material adverse effect on our business or results of operations.

Our safety record is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid for contracts, and our contracts may provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.

For all of the foregoing reasons, if we fail to maintain adequate safety standards, we could suffer harm to our reputation, reduced profitability or the loss of projects or customers, which could have a material adverse impact on our business, financial condition and results of operations.

Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations.

Many of our contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer. As a result, we often incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer, which may impact our liquidity. In some circumstances, we may incur penalties if we do not achieve completion by a scheduled date. In some cases, the occurrence of delays may be due to factors outside of our control, such as due to supply chain shortages.

The contracts in our backlog may be adjusted, canceled or suspended by our customers and, therefore, our backlog is not necessarily indicative of our future revenues or earnings.

Backlog represents estimates of the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. As of June 28, 2024 and September 29, 2023, backlog for Amentum totaled approximately $27 billion for both periods, backlog for the SpinCo Business totaled approximately $19 billion and $21 billion, respectively, and backlog for Combined Co on a combined basis totaled approximately $46 billion and $47 billion, respectively. We cannot assure you that backlog will actually be realized as revenues in the amounts reported or, if realized, will result in profits. In accordance with industry practice, substantially all of our contracts, including our U.S. federal government work, are subject to cancellation, termination, or suspension at the discretion of the customer, and may be subject to changes in the scope of services to be provided, as well as adjustments to the costs relating to the contracts or other contingencies such as congressional appropriations. The maximum contract value specified under a government contract or task order awarded to us is not necessarily indicative of the revenues that we will realize under that contract. For example, many government contracts are made with multiple providers, meaning that the government could turn to other companies to fulfill the contract. Action by the government to obtain support from other contractors or failure by the government to order the quantity of work anticipated could reduce revenues realized under a particular contract. Our unfunded backlog contains management’s estimate of amounts expected to be realized on unfunded contract work that may never be realized as revenues. In the event of a contract cancellation, we would generally have no contractual right to the revenue reflected in our backlog. Contracts can remain in backlog for extended periods of time because of the nature of the project and the timing of the particular services required by the contract. The risk of contracts in backlog being canceled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

In some markets, there is a continuing trend toward cost-reimbursable contracts with incentive-fee arrangements. Typically, our incentive fees are based on such things as achievement of target completion dates or

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target costs, overall safety performance, overall customer satisfaction and other performance criteria. If we fail to meet such targets or achieve the expected performance standards, we may receive a lower, or even zero, incentive fee, resulting in lower gross margins. Accordingly, we cannot assure you that the contracts in backlog, assuming they produce the revenues currently expected, will generate gross margins at the rates we have realized in the past.

The provision of our services may expose us to significant monetary damages or even criminal violations in the event of liabilities resulting from our activities, including noncompliance with regulatory requirements, and our insurance policies may not provide adequate coverage. The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

We provide services that are subject to professional standards and qualifications, including providing services that are based on our professional engineering expertise, as well as our other professional credentials. These services must comply with various professional standards, duties and obligations regulating the performance of such services. Our business, for example, may involve professional judgments regarding the planning, design, development, construction, operations and management of government and industrial facilities. While we do not generally accept liability for consequential damages in our contracts, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, we may be deemed to be responsible for these professional judgments, recommendations or opinions if they are later determined to be inaccurate, or if a catastrophic event or other failure occurs at one of our work sites. Any unfavorable legal ruling against us could result in substantial monetary damages, disqualification to perform services in the future, or even criminal violations.

Such events could result in significant professional liability and warranty or other claims against us that could be highly publicized and have reputational harm, especially if public safety is impacted. We could also be liable to third parties, including through class actions, even if we are not contractually bound to those third parties. These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at all due to various exclusions in our coverage and could impact our ability to obtain insurance in the future. Further, even where coverage applies, the policies have limits and deductibles or retentions, which could result in our assumption of exposure for certain amounts with respect to any claim filed against us. In addition, indemnification from customers or subcontractors may not be available. An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or retention, if successful and of a material magnitude, could have a material adverse impact on our business, financial condition and results of operations.

We are a party to claims and litigation in the normal course of business, including litigation inherited through acquisitions. Our business operations can result in substantial injury or damage to employees or others, and expose us to substantial claims and litigation and investigations relating to, among other things, personal injury, loss of life, business interruption, property damage, or pollution and environmental damage. We can also be exposed to claims if we agreed that our work will achieve certain performance standards or satisfy certain technical requirements and those standards or requirements are not met. In many of our contracts with customers, subcontractors and vendors, we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that could result in claims that greatly exceed the anticipated profits relating to those contracts. In addition, while customers and subcontractors may agree to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us.

With a Combined Co workforce of more than 53,000 people globally, we are also party to labor and employment claims in the normal course of business. Certain of these claims relate to allegations of harassment and discrimination, pay equity, denial of benefits, wage and hour violations, whistleblower protections, concerted protected activity, and other employment protections, and may be pursued on an individual or class action basis depending on applicable laws and regulations. Some of such claims may be insurable, while other such claims may not.

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In addition, claims received from subcontractors or made by us for change orders can be the subject of lengthy negotiations, arbitration or litigation proceedings, which could result in the investment of significant amounts of working capital pending the resolution of the relevant change orders and claims. A failure to promptly recover on these types of claims could have a material adverse impact on our liquidity and financial results. Additionally, irrespective of how well we document the nature of our claims and change orders, the cost to prosecute and defend claims and change orders can be significant.

Litigation and regulatory proceedings are subject to inherent uncertainties and unfavorable rulings can and do occur. Pending or future claims against us could result in professional liability, product liability, criminal liability, warranty obligations, default under our indebtedness from time to time outstanding and other liabilities which, to the extent we are not insured against a loss or our insurer fails to provide coverage, could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

We are dependent on third parties to complete many of our contracts.

Third-party subcontractors we hire perform a significant amount of the work performed under our contracts. We also rely on third-party equipment manufacturers or suppliers to provide much of the equipment and materials used for projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project will be impaired. If we are not able to locate qualified third-party subcontractors or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a fixed-price contract, we may suffer losses on these contracts. If a subcontractor, supplier, or manufacturer fails to provide services, supplies, parts or equipment as required under a contract for any reason, or fails to provide such services, supplies, parts or equipment in accordance with applicable quality standards as required by the contract or regulation, we will be required to source these services, equipment, parts or supplies from other third parties on a delayed basis or on less favorable terms, which could impact contract profitability and/or could result in claims against us for damages. We are subject to disputes with our subcontractors from time to time relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a contract. In addition, faulty workmanship, equipment or materials would likely impact the overall project, which could result in claims against us for failure to meet required project specifications.

In an uncertain or downturn economic environment, third parties may find it difficult to obtain sufficient financing to help fund their operations. The inability to obtain financing could adversely affect a third-party’s ability to provide materials, equipment or services which could have a material adverse impact on our business, financial condition, and results of operations. In addition, a failure by a third-party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or customer requirements could negatively impact our business and, for government customers, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition, and results of operations.

Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits.

We are subject to the risk of misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents or partners, which could have a significant negative impact on our business and reputation. Such misconduct includes the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, regulations pertaining to export control, environmental laws, employee wages, pay and

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benefits, and any other applicable laws or regulations. For example, we routinely provide services that may be highly sensitive or that relate to critical national security matters; if a security breach were to occur, our ability to receive future government contracts could be severely limited. The precautions we take to prevent and detect these activities may not be effective and we could face unknown risks or losses. Our failure to comply with applicable laws or regulations, or acts of misconduct subjects us to the risk of fines and penalties, cancellation of contracts, loss of security clearance and suspension or debarment from contracting, any of which could damage our reputation, weaken our ability to win contracts and result in reduced revenues and profits and could have a material adverse impact on our business, financial condition and results of operations. See “Risks Related to Regulatory Compliance.”

Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.

We are subject to certain risks related to interruptions, errors and delays in our information technology systems. In the event we are unable to maintain or improve the efficiency and efficacy of our systems, the operation of such systems could result in the material loss, corruption, or release of data. In addition, our computer and communication systems and operations could be damaged or interrupted by natural disasters, force majeure events, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error or similar events or disruptions. Any of these or other events could have a material adverse impact on our business, financial condition, protection of personal data and intellectual property and results of operations, as well as those of our customers.

As a government contractor and a provider of information technology services operating in multiple regulated industries and geographies, we and our service providers, suppliers and subcontractors collect, store, transmit and otherwise process personal, confidential, proprietary and sensitive information, including classified information. As a result, our information technology systems, including those provided by third-party cloud providers or other infrastructure-as-a-service providers, which have grown over time, including through acquisitions, have, and will continue to experience threats, including unauthorized access, computer hackers, computer viruses, malicious code, ransomware, phishing, organized cyber-attacks and other security problems and system disruptions, including unauthorized access to and disclosure of our and our customers’ proprietary, classified or other protected information. Such threats have caused, and may also seek to cause in the future, payments due to or from us to be misdirected to fraudulent accounts, which may not be recoverable by us.

While we have security measures and technology in place designed to protect our and our customers’ proprietary, classified and other protected information, there can be no assurance that our efforts will prevent all threats to our computer systems. Recently, the U.S. federal government has raised concerns about a potential increase in cyber-attacks generally as a result of the military conflict between Russia and Ukraine and the related sanctions imposed by the United States and other countries. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Because the techniques used to obtain unauthorized access or sabotage systems change frequently, become more sophisticated and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation, cause us to incur significant liability and have a material adverse effect on our business, financial condition and results of operations.

We continuously evaluate the need to upgrade and/or replace our systems and network infrastructure to protect our computing environment and information technology systems, to stay current on vendor supported products and to improve the efficiency of our systems and for other business reasons, including due to the rapid evolution and increased adoption of artificial intelligence and machine learning technologies and especially as we continue to operate under a hybrid working model under which employees can work and access our technology infrastructure remotely. The implementation of new systems and information technology could adversely impact

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our operations by imposing substantial capital expenditures, demands on management time and risks of delays or difficulties in transitioning to new systems. In addition, our systems implementations may not result in productivity improvements at the levels anticipated. Systems implementation disruption and any other information technology disruption, if not anticipated and appropriately mitigated, could have a material adverse effect on our business.

In addition, laws and regulations governing data privacy and the unauthorized disclosure of personal data, including the European Union General Data Protection Regulation (“GDPR”), the United Kingdom Data Protection Act, the California Consumer Privacy Act, the California Privacy Rights Act, and other emerging U.S. state and global privacy laws pose increasingly complex compliance challenges and potentially elevate costs and may require changes to our business practices resulting from the variation of regulatory requirements and increased enforcement frequency. Failure to comply with these laws and regulations, including related regulatory enforcement and/or private litigation resulting from a potential privacy breach, could result in governmental investigations, significant fines and penalties, damages from private causes of action, or reputational harm. Additionally, we are subject to laws, rules, and regulations regarding cross-border transfers of personal data, including laws relating to transfer of personal data outside the European Economic Area. If we cannot rely on existing mechanisms for transferring personal data, we may be unable to transfer personal data of employees and customers in those regions, which could adversely affect our business, financial condition, and results of operations.

For additional information on the regulatory requirements governing data privacy and security, see “Risks Related to Regulatory Compliance—Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties against us, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.”

We may not be able to protect our intellectual property or that of our customers.

Our technology and intellectual property provide us, in certain instances, with a competitive advantage. Although we seek to protect our intellectual property through registration, enforcement, licensing, contractual arrangements, security controls and similar mechanisms, we may not be able to successfully preserve our rights, and they could lapse, expire or be invalidated, narrowed in scope, circumvented, challenged or become obsolete. Trade secrets are generally difficult to protect. We implement technical and administrative measures to protect our confidential information and trade secrets, including by requiring our employees and contractors be subject to confidentiality and invention assignment obligations, but such measures may be inadequate to deter or prevent misappropriation of our confidential information or otherwise protect our intellectual property. In addition, the laws of some foreign countries in which we operate do not protect intellectual property rights to the same extent as the laws of the U.S. If we are unable to enforce, protect and maintain our intellectual property rights or if there are any successful intellectual property challenges or infringement proceedings against our intellectual property or us, our ability to differentiate our service offerings could be reduced. Litigation to enforce our intellectual property against third parties, to defend against third-party claims of intellectual property infringement, or to determine or challenge the scope, validity or enforceability of intellectual property rights, even if we ultimately prevail, could be costly and could divert our leadership’s attention away from other aspects of our business.

We also hold licenses to third-party technology or intellectual property which may be utilized in our business operations. If we are no longer able to license such technology or intellectual property on commercially reasonable terms or at all, our business and financial performance could be adversely affected.

We may use third-party open source software in our products. Some open source licenses, such as “copyleft” open source licenses, require end-users who distribute software and services that include open source software to also make available all or part of such software’s source code. If our activities were determined to be non-compliant with the terms of any applicable “copyleft” open source licenses, we may be required to publicly release all or part of our proprietary source code for limited or no cost and our business and financial performance could be adversely affected.

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If our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers. Our competitors may independently attempt to develop or obtain access to technologies that are similar or superior to our technologies.

We will also need to continue to respond to and anticipate changes resulting from artificial intelligence and other similarly disruptive technologies. If we are not successful in preserving and protecting our intellectual property rights and licenses, including trade secrets, or in staying ahead of developing artificial intelligence technologies, our business, financial condition and results of operations could be materially adversely affected.

Our customers or other third parties may also provide us with their proprietary technology and intellectual property. There is a risk we may not sufficiently protect our or their information from improper use or dissemination and, as a result, could be subject to claims and litigation and resulting liabilities, loss of contracts or other consequences that could have a material adverse impact on our business, financial condition and results of operations.

Government authorities may obtain certain information related to, or rights in or to the intellectual property in, our products or services. This may allow government authorities to disclose such information or license such intellectual property to third parties, including our competitors, which could have a material adverse impact on our business, financial condition and results of operations.

Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for infringement, misappropriation or other violation of intellectual property rights, data protection and other losses.

Our agreements with our customers and other third parties may include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of infringement, misappropriation, or other violation of intellectual property rights, data protection, compliance with laws, damages caused by us to property or persons, or other liabilities relating to or arising from our products or services, our acts or omissions under such agreements, or other contractual obligations. Any dispute with a customer or other third party with respect to such obligations could have adverse effects on our relationship with such customer or other third party and other existing or prospective customers, reduce demand for our products or services, and adversely affect our business, financial conditions, and results of operations.

If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations.

The Price-Anderson Nuclear Industries Indemnity Act, commonly called the Price-Anderson Act (“PAA”), is a U.S. federal law, which, among other things, regulates radioactive materials and the nuclear energy industry, including liability and compensation in the event of nuclear related incidents. The PAA provides certain protections and indemnification to nuclear energy plant operators and DOE contractors. The PAA protections and indemnification apply to us as part of our services to the U.S. nuclear energy industry and DOE for new facilities, maintenance, modification, decontamination and decommissioning of nuclear energy, weapons and research facilities.

We offer similar services in other jurisdictions outside the U.S. For those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws, such as the Nuclear Liability and Compensation Act of Canada and the Nuclear Installations Act of the United Kingdom, insurance and/or assets of the nuclear installation operators (some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions. These protections and indemnifications, however, may not cover all of our liabilities that could arise in our performance of these services. To the extent the PAA or other protections and indemnifications do not apply to our services, the cost of losses associated with liability not covered by the available protections and indemnifications, or by virtue of our loss of business because of these added costs could have a material adverse impact on our business, financial condition and results of operations.

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Impairment of long-lived assets or restructuring activities may require us to record a significant charge to earnings.

Our long-lived assets, including our lease right-of-use assets, equity investments and others, are subject to periodic testing for impairment. Failure to achieve sufficient levels of cash flow at the asset group level has resulted in, and could result in additional, impairment of our long-lived assets. Further changes in the business environment could lead to changes in the scope of operations of our business. These changes, including the closure of one or more offices, could result in restructuring and/or asset impairment charges.

Our benefit plan expenses and obligations may fluctuate depending on various factors, including inflation and changes in levels of interest rates.

Following the closing of the transactions, we will have various employee benefit plan obligations that require us to make contributions to satisfy, over time, our underfunded benefit obligations, which are generally determined by calculating the projected benefit obligations minus the fair value of plan assets. We may have to contribute additional cash to meet any underfunded benefit obligations. If we are required to contribute a significant amount of the deficit for underfunded benefit plans, our cash flows could be materially and adversely affected.

Additionally, we provide health care and other benefits to our employees. In recent years, costs for health care have increased more rapidly than general inflation in the U.S. economy. If this trend in health care costs continues, our cost to provide such benefits could increase, which could have a material adverse impact on our financial condition and results of operations.

We are also a participating employer in various Multi-Employer Pension Plans (“MEPPs”) associated with some of the work we perform on a union basis, which MEPPs are managed by third-party trusts and over which we have no control, including as to how the MEPPs are managed or financial investment decisions are made. If any of these MEPPs is underfunded, we could face the imposition of underfunded liability or withdrawal liability at a materially adverse level.

Our businesses could be materially and adversely affected by events outside of our control.

Extraordinary or force majeure events beyond our control, such as natural or human caused disasters and geopolitical conflicts, could negatively impact our ability to operate. As an example, from time to time we face unexpected severe weather conditions that may result in weather-related delays that are not always reimbursable under a fixed-price contract; evacuation of personnel and curtailment of services; increased labor and material costs in areas resulting from weather-related damage and subsequent increased demand for labor and materials for repairing and rebuilding; inability to deliver materials, equipment and personnel to work locations in accordance with contract schedules; and loss of productivity.

When making contract proposals, we rely heavily on our estimates of costs and timing to complete the associated projects, as well as assumptions regarding technical issues. However, we may remain obligated to perform our services after any natural or human caused event, unless a force majeure clause or other contractual provision provides us with relief from our contractual obligations. Our profitability may be adversely affected when we incur contract costs that we cannot bill to our customers. If we are not able to react quickly to such events, or if a high concentration of our projects is in a specific geographic region that suffers from a natural or human caused catastrophe, our operations may be significantly affected, which could have a material adverse impact on our operations. In addition, if we cannot complete our contracts on time, we may be subject to potential liability claims by our customers which may reduce our profits.

Our earnings and profitability may vary based on the mix of our contracts and may be adversely affected by our failure to accurately estimate and manage costs, time and resources.

We generate revenues under various types of contracts, which include cost-reimbursable, T&M and fixed-price contracts. Our earnings and profitability may vary materially depending on changes in the

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proportionate amount of revenues derived from each type of contract, the nature of services or solutions provided, as well as the achievement of performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. Cost-reimbursable and T&M contracts generally have lower profitability than fixed-price contracts.

To varying degrees, each of our contract types involves some risk that we could underestimate the costs and resources necessary to fulfill the contract. Our profitability is adversely affected when we incur costs on cost-reimbursable and T&M contracts that we cannot bill to our customers. While fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenues derived from fixed-price contracts represented approximately 21% of Combined Co’s revenue on a pro forma basis for fiscal year 2023. When making proposals on fixed-price contracts, we rely heavily on our estimates of costs and timing for completing the associated projects, as well as assumptions regarding technical issues. Both fixed-price and many cost-reimbursable contracts require us to estimate the total cost of the work in advance of our performance. Fixed-price contracts are established in part on information in customer solicitations, which may be partial or incomplete; cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing; and cost and availability of labor (including the cost of any related benefits or entitlements), equipment and materials and other exigencies. Our contracts that are fundamentally cost reimbursable in nature may also present a risk to the extent the final cost on a contract exceeds the amount the customer expected or budgeted. In each case, our failure to accurately estimate costs or the resources and technology needed to perform our contracts or to effectively manage and control our costs during the performance of work could result, and in some instances has resulted, in reduced profits or in losses. These risks are exacerbated for projects with long-term durations because there is an increased risk that the circumstances on which we based our original estimates will change in a manner that increases costs. More generally, any increased or unexpected costs or unanticipated delays in connection with the performance of our contracts, including costs and delays caused by contractual disputes or other factors outside of our control (such as performance failures of our subcontractors, rising inflation, natural disasters or other force majeure events) could make our contracts less profitable than expected or unprofitable.

A failure to attract, train, retain and utilize skilled employees and our senior management team would adversely affect our ability to execute our strategy and may disrupt our operations.

The success of our business is dependent upon our ability to hire, retain and utilize qualified personnel, including engineers, architects, designers, craft personnel and corporate leadership professionals who have the required experience and expertise at a reasonable cost. Competition for skilled personnel is intense, and competitors aggressively recruit key employees. In addition, many U.S. federal government programs require contractors to have security clearances and specialized training. Depending on the level of required clearance, security clearances can be difficult and time-consuming to obtain and personnel with security clearances are in great demand. Particularly in highly specialized areas, it has become more difficult to retain employees and meet all of our needs for employees in a timely manner, which may affect our growth in the current and future fiscal years. Although we intend to continue to devote significant resources to recruit, train and retain qualified employees, we may not be able to attract, effectively train and retain these employees. Any failure to do so could impair our ability to efficiently perform our contractual obligations, meet our customers’ needs in a timely manner and ultimately win new business, all of which could adversely affect our future results. In addition, salaries and related costs are a significant portion of the cost of providing our services and, accordingly, our ability to efficiently utilize our workforce impacts our profitability. If our employees are under-utilized, our profitability could suffer.

We believe that our success also depends on the continued employment of a highly qualified and experienced senior management team and that team’s ability to retain existing business and generate new business. The loss of key personnel in critical functions could lead to lack of business continuity or disruptions in our business until we are able to hire and train replacement personnel.

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The expiration of our collective bargaining agreements could result in increased operating costs or work disruptions, which could potentially affect our results of operations.

Some of our employees are covered by collective bargaining agreements with unions. The length of these agreements varies. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor agreements without impacting our financial condition, and may, in the future, experience labor disruptions associated with the expiration or renegotiation of collective bargaining agreements or otherwise, which may cause a significant disruption of operations. In addition, we may face increased operating costs as a result of higher wages or benefits paid to union members, which could adversely affect our business, financial condition and results of operations.

Our success depends, in part, on our ability to work with complex and rapidly changing technologies to meet the needs of our customers.

We design and develop technologically advanced and innovative products and services utilized by our customers in various environments. The needs of our customers change and evolve regularly, including in response to complex and rapidly evolving technologies. Our success depends upon our ability to identify emerging technological trends, develop technologically advanced, innovative and cost-effective products and services and market these products and services to our customers. Our success also depends on our continued access to suppliers of important technologies and components. Many of our contracts contain performance obligations that require innovative design capabilities, are technologically complex, or depend on factors not wholly within our control. Problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and intellectual property rights, labor, learning curve assumptions or materials and components could prevent us from achieving such contractual requirements. Failure to meet these obligations could adversely affect our business, financial condition and results of operations. In addition, our offerings cannot be tested and proven in all situations and are otherwise subject to unforeseen problems that could negatively affect revenue and profitability, such as problems with quality and workmanship, country of origin and delivery of subcontractor services. Among the factors that may affect revenue and profits could be unforeseen costs and expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work, and, in the case of certain contracts, repayment to the government customer of contract costs and fee payments we previously received.

We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.

Artificial intelligence, machine learning, data science and similar technologies (collectively, “AI”) may be enabled by, or integrated into, some of our solutions or may be used in the development of our solutions. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed or biased. Datasets used to train or develop AI systems may be insufficient, unlawfully obtained, of poor quality, or contain biased information. Such datasets may also contain personal data or other protected information or third-party content for which insufficient rights, including intellectual property rights, have been obtained. The use or integration of AI systems trained on such datasets, or of the outputs generated by such systems, may result in the infringement or other violation of third-party rights (including intellectual property or data privacy rights), and may otherwise result in liability, including legal liability, or adversely affect our business, reputation, brand, financial condition and results of operations. Inappropriate, biased, discriminatory, illegal or otherwise wrongful practices by data scientists, engineers, and end-users of our systems or elsewhere (including the integration or use of third-party AI tools) could impair the acceptance of AI solutions and could result in burdensome new regulations that may limit our ability to use existing or new AI technologies. If the recommendations, forecasts, analyses, or other content that AI applications produce or assist in producing are, or are alleged to be, deficient, inaccurate, unfair, discriminatory, biased, or otherwise wrongful or unlawful we could be subject to competitive harm, legal

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liability, and brand or reputational harm. In addition, we expect that there will continue to be new laws or regulations concerning the use of AI. It is possible that certain governments may seek to regulate, limit, or block the use of AI in our products and services or otherwise impose other restrictions that may affect or impair the usability or efficiency of our services for an extended period of time or indefinitely. Our competitors or other third parties may incorporate AI into their product development, product offerings, technology and infrastructure products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.

Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our ESG and diversity and inclusion-related practices may impose additional costs on us or expose us to new or additional risks.

There is increased scrutiny from governmental organizations, customers, and employees on companies’ environmental, social, and governance (“ESG”) practices and disclosures, including with respect to inclusion and diversity. If our ESG practices, including our goals for inclusion and diversity, do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain customers and industries), then our reputation, our ability to attract or retain leading experts, employees and other professionals and our ability to attract new business and customers could be negatively impacted, as could our attractiveness as an investment, service provider, employer, or business partner. Similarly, any failure or perceived failure in our efforts to execute our ESG strategy or our diversity and inclusion strategy and achieve our current or future related goals, targets, and objectives, or to satisfy various reporting standards within the timelines expected by stakeholders or at all, could also result in similar negative impacts. Organizations that provide information to investors on corporate governance and related matters have developed rating processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our ESG efforts may lead to negative investor sentiment, diversion of investment to other companies, and difficulty in hiring skilled employees. In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our ESG efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.

We maintain our cash at financial institutions, often in balances that exceed federally insured limits.

The majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in depository accounts may at times exceed the $250,000 Federal Deposit Insurance Corporation insurance limits. If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations. Any material loss that we may experience in the future could have a material adverse effect on our financial position and could materially impact our ability to pay our operational expenses or make other payments. Banking institution failures, or changes in legislation and regulation, may adversely impact other entities that would, in turn, impact us. If our customers, suppliers, insurers, joint venture partners, sureties, or other parties with whom we do business with are affected by issues in the banking industry it may have an adverse impact on our operational and financial performance.

Risks Related to International Operations

Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies.

For fiscal year 2023, approximately 9% of Combined Co’s pro forma revenue was earned from customers outside the U.S. Our business is dependent on the continued success of our international operations, and we expect our international operations to continue to account for a significant portion of our revenue. Our international operations are subject to a variety of risks, including:

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The lack of a well-developed legal system in some of these countries may make it difficult to enforce our contractual rights. In addition, military action, geopolitical shifts or continued unrest, particularly in the Middle East, could disrupt our operations in the region and elsewhere and may also impact the supply or pricing of oil, increase our security costs and cost of compliance with local laws, and present risks to our reputation. Additionally, recent events, including changes in U.S. trade policies and responsive changes in policy by foreign jurisdictions and similar geopolitical developments, the U.K.’s exit from the E.U., commonly referred to as “Brexit,” and uncertainty in the E.U., Asia and elsewhere, have increased levels of political and economic unpredictability globally, and may increase the volatility of global financial markets and the global and regional economies.

To the extent our international operations are affected by unexpected or adverse economic, political and other conditions, our business, financial condition and results of operations may be adversely affected.

Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect our business, profitability and reputation.

Our domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including environmental and employment requirements, export/import laws, tax policies and other similar legal requirements). Failure to comply with any of the foregoing laws, regulations and policies could result in civil and criminal, monetary and non-monetary penalties, as well as damage to our reputation. In addition, our costs of complying with new and evolving regulatory reporting requirements and current or future

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laws, including environmental protection, employment, data security, data privacy and health and safety laws, may exceed our estimates. While these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect our business, results of operations and reputation.

We are subject to taxation in a number of jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix among earnings in countries with differing statutory tax rates. A material change in the statutory tax rate or interpretation of local law in a jurisdiction in which we have significant operations could adversely impact our effective tax rate and impact our financial results.

Our tax returns are subject to audit and taxing authorities could challenge our operating structure, taxable presence, application of treaty benefits or transfer pricing policies. If changes in statutory tax rates or laws or audits result in assessments different from amounts estimated, our business, results of operations and financial condition could be adversely affected. In addition, changes in tax laws could have an adverse effect on our customers, resulting in lower demand for our products and services.

We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs.

Some of our services are performed in high-risk locations, where the country or location is subject to political, social or economic risks, or war, terrorism or civil unrest. In those locations where we have employees or operations, we may expend significant efforts and incur substantial security costs to maintain the security of our personnel. Despite these activities, in these locations, we cannot always guarantee the security of our personnel. Acts of terrorism, threats of armed conflicts and human rights violations in or around various areas in which we operate could limit or disrupt markets and our operations, including disruptions resulting from the evacuation of personnel or the cancellation of contracts, and in some instances, cause damage to our reputation. The loss of key employees or contractors, whether as a result of injury, death or attrition, may adversely impact our business operations.

Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures

Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control.

As is common in our industry, we perform certain contracts as a member of joint ventures, partnerships, and similar arrangements. This situation exposes us to a number of risks, including the risks that our partners may be unable to fulfill their obligations to us or our customers and that our reputation may be negatively affected due to the actions of our joint venture or other partner.

Further, we have limited ability to control the actions of our joint venture partners, including with respect to nonperformance, default, bankruptcy or legal or regulatory compliance. Our partners may be unable or unwilling to provide the required levels of financial support to the partnerships. If these circumstances occur, we may be liable for claims and losses attributable to the partner by operation of law or contract. These circumstances could also lead to disputes and litigation with our partners or customers, all of which could have a material adverse impact on our reputation, business, financial condition and results of operations.

We depend on the management effectiveness of our joint venture partners. Differences in views among the joint venture participants may result in delayed decisions or in failures to agree on major issues, which could materially affect the business and operations of these ventures. In addition, in many of the countries in which we engage in joint ventures, it may be difficult to enforce our contractual rights under the applicable joint venture agreement. If we are not able to enforce our contractual rights, we may not be able to realize the benefits of the joint venture or we may be subject to additional liabilities.

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We participate in joint ventures and similar arrangements in which we are not the controlling partner. In these cases, we have limited control over the actions of the joint venture. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. To the extent the controlling partner makes decisions that negatively impact the joint venture or internal control problems arise within the joint venture, it could have a material adverse impact on our business, financial condition and results of operations.

The failure by a joint venture partner to comply with applicable laws, regulations or customer requirements could negatively impact our business and, for government customers, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition and results of operations.

An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations.

Because we have grown in part through acquisitions, goodwill and intangible assets represent a substantial portion of our assets. As of June 28, 2024, Combined Co, on a pro forma basis, had $5.9 billion of goodwill, representing 47.7% of our total assets of $12.4 billion. Under U.S. Generally Accepted Accounting Principles (“GAAP”), we are required to test goodwill carried in our Consolidated Balance Sheets for possible impairment on an annual basis, and whenever events occur, or circumstances change, that indicate impairments could exist and that the carrying value of such goodwill may not be recoverable, based upon a fair value approach. These impairment tests are based on several factors requiring judgment. We also assess the recoverability of the unamortized balance of our intangible assets when indications of impairment are present based on expected future probability and undiscounted expected cash flows and their contribution to our overall operations. We have chosen to perform our annual impairment reviews of goodwill at the beginning of the fiscal fourth quarter.

If our market capitalization drops significantly below the amount of net equity recorded on our balance sheet, it might indicate a decline in our fair value and would require us to further evaluate whether our goodwill has been impaired. If the fair value of our reporting units is less than their carrying value, we could be required to record an impairment charge. For example, Amentum recorded non-cash impairment charges of approximately $186 million and $108 million in fiscal year 2023 and fiscal year 2022, respectively, while the SpinCo Business recorded cumulative impairment losses of $304 million within the C&I Business reporting unit in the periods prior to October 3, 2020. The amount of any combined company impairment could be significant and could have a material adverse impact on our financial position and results of operations for the period in which the charge is taken. For a further discussion of goodwill impairment testing, please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the SpinCo Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Amentum Business.”

Our business strategy relies in part on acquisitions and strategic investments to sustain our growth. These transactions present certain risks and uncertainties.

Our business strategy involves growth through, among other things, the acquisition of, and strategic investments in, other companies. These transactions, as well as transactions we may engage in in the future, present a number of risks, including:

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While we may obtain indemnification rights from the sellers of acquired businesses and/or insurance that could mitigate certain of these risks, such rights may be difficult to enforce, the losses may exceed any dedicated escrow funds and the indemnitors may not have the ability to financially support the indemnity, or the insurance coverage may be unavailable or insufficient to cover all losses.

If our leadership is unable to successfully integrate acquired companies or implement our growth strategy with respect to acquisitions and/or strategic investments, our operating results could be harmed. Moreover, we cannot assure you that we will continue to successfully expand or that growth or expansion will result in profitability.

In addition, we cannot assure you that we will continue to locate suitable acquisition or investment targets or that we will be able to consummate any such transactions on terms and conditions acceptable to us. Existing cash balances and cash flows from operations, together with borrowing capacity under our credit facilities, may be insufficient to make acquisitions and/or strategic investments. Future acquisitions and/or strategic investments may require us to obtain additional equity or debt financing, which may not be available on attractive terms, or at all. Acquisitions and/or strategic investments may also bring us into businesses we have not previously conducted and expose us to additional business risks that are different than those we have traditionally experienced.

Risks Related to Regulatory Compliance

As a U.S. federal government contractor, we are subject to various procurement and other laws and regulations and could be adversely affected by a failure to comply with these laws and regulations or changes in such laws and regulations.

U.S. federal government contractors must comply with many significant procurement regulations and other specific legal requirements. These regulations and requirements, although customary in U.S. federal government

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contracting, increase our performance and compliance costs and are regularly evolving. We are subject to and expected to perform in compliance with a vast array of federal and state civil and criminal laws, including:

Additionally, we are subject to the False Claims Act (the “FCA”), which provides for substantial damages and penalties where, for example, a contractor presents a false or fraudulent claim to the government for payment or approval. Actions under the FCA may be brought by the government or by individuals (including employees or former employees) on behalf of the government (who may then share a portion of any recovery). If we fail to comply with these laws and regulations, we may also suffer harm to our reputation, which could impair our ability to win awards of contracts in the future or receive renewals of existing contracts. If we are subject to civil and criminal penalties and administrative sanctions or suffer harm to our reputation, our business, financial condition and results of operations could be materially and adversely affected. We are currently, and may, from time to time, be subject to government investigation or litigation brought by or on behalf of the government under the FCA. Because of the inherent uncertainties of litigation, we are unable to predict the outcome of these proceedings, though we believe that the resolution of these matters will not have a material effect on our results of operations. However, we may be subject to additional FCA litigation, which could include claims for treble damages, and these suits may remain under seal (and hence, be unknown to us) for some time while the U.S. federal government decides whether to intervene on behalf of the plaintiff.

Under our U.S. federal government contracts, we are required to report significant overpayments we receive from the U.S. federal government and other specified violations to the relevant agency inspector general. In addition, compliance with procurement laws and regulations, as well as performance under the terms of government contracts and subcontracts, is periodically reviewed by U.S. federal government agencies.

If we are found to have violated the law, or are found not to have acted responsibly as defined by the law, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. federal government, any of which could have an adverse effect on its financial position, results of operations and/or cash flows.

Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. We conduct business in certain identified growth areas, such as national security and national intelligence, that are highly regulated and may expose us to increased compliance risk. New laws, regulations, or procurement requirements, or changes to current laws and regulations and requirements (including, for example,

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regulations relating to allowability of compensation costs, counterfeit parts, specialty metals and conflict minerals), can increase our costs and risks and reduce our profitability. U.S. federal government contract violations could result in the imposition of civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. federal government. We could also suffer serious harm to our reputation. Any interruption or termination of our ability to bid on U.S. federal government contracts could materially and adversely affect our business, financial condition and results of operations.

Current and future environmental, health, and safety laws could require significant additional costs to achieve or maintain compliance and/or to address liabilities.

We are subject to environmental, health, and safety laws and regulations governing, among other things, discharges to air and water, the handling, storage and disposal of hazardous or nuclear wastes or substances, the remediation of contamination and the protection of human health and safety in each of the jurisdictions in which we operate. These laws and regulations and the risk of attendant litigation can cause significant delays to a project and add significantly to its cost. Violations of these regulations could subject us and our management to civil and criminal penalties and other liabilities, including claims for personal injury or property or environmental damages. Failure to comply with any environmental, health, or safety laws or regulations, whether actual or alleged, may expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could adversely affect our business, financial condition and results of operations.

Various U.S. federal, state, local and foreign environmental laws and regulations may impose liability for property or environmental damages, including natural resources damages, as well as the investigation and cleanup of hazardous or nuclear wastes or substances on property currently or previously owned by us, or by third parties, or otherwise arising out of our waste management and disposal or environmental remediation activities. These laws may impose responsibility and liability without regard to knowledge of or fault in connection with the presence of contaminants. Liabilities incurred under these laws may be retroactive, as well as joint and several. We have potential liabilities associated with our past waste management and other activities and with our current and prior ownership of various properties. The discovery of additional contaminants or the future imposition of new or unanticipated clean-up obligations at these or other sites could have a material adverse impact on our financial condition and results of operations.

Future changes to health, safety, and environmental laws and regulations could affect us in significant and currently unpredictable ways. Such changes could, for example, result in the relaxation or repeal of laws and regulations relating to the environment, which could decrease our compliance costs but also result in a decline in the demand for our environmental services and, in turn, could negatively impact our revenue. New environmental laws and regulations, remediation obligations, enforcement actions, as well as stricter standards or stricter interpretations of existing requirements, or the future discovery of contamination or claims for damages to persons, property, natural resources or the environment could result in material costs and liabilities that we currently do not anticipate. At this time, it is not possible for us to predict the extent to which any such changes, if enacted, would result in operational or business risks or opportunities for the company.

If we fail to comply with any governmental requirements, our business may be adversely affected.

We are subject to U.S. federal, state, local and foreign laws and regulations that affect our business, including data privacy and security, employment and labor relations, immigration, taxation, anti-corruption, anti-bribery, import-export controls, trade restrictions, internal and disclosure control obligations, securities regulation and anti-competition. For example, our global operations require importing and exporting goods and technology across international borders which requires compliance with both export regulatory laws and International Trafficking in Arms Regulations (“ITAR”). Although we have policies and procedures to comply with U.S. and foreign international trade laws, the violation of such laws could subject Combined Co and its employees to civil or criminal penalties, including substantial monetary fines, or other adverse actions including

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denial of import or export privileges or debarment from participation in U.S. federal government contracts, and could damage our reputation and our ability to do business. Similarly, the companies we acquire may have issues with regulatory compliance and the integration of those companies may present challenges, which could risk violations of governmental requirements.

In addition, we and many of our customers operate in highly regulated environments, which requires us or our customers to obtain, and to comply with, federal, state and local government permits and approvals. These permits or approvals are subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with, or the loss or modification of, the conditions of permits or approvals subjects us to the risk of penalties or other liabilities, could have a material adverse impact on our business, financial condition and result of operations.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and similar worldwide anti-bribery laws.

The FCPA, the U.K. Bribery Act 2010, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws, including the requirements to maintain accurate information and internal controls. We operate in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances; strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our training and compliance programs, there is no assurance that our internal control policies and procedures will protect us from acts committed by our employees or agents. The recent passage of the Foreign Extortion Prevention Act, which criminalizes a foreign government official’s solicitation of improper payments from U.S. companies or individuals in exchange for conferring an improper advantage, may have the effect of increasing enforcement of the FCPA or other applicable anti-corruption laws and could amplify exposure for U.S. companies. If we are found to be liable for FCPA or other violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions, including contract cancellations or debarment and loss of reputation, any of which could have a material adverse impact on our business, financial condition and results of operations.

The U.S. federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.

Our industry continues to experience significant changes to business practices as a result of an increased focus on affordability, efficiencies and recovery of costs, among other items. U.S. federal government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential organizational conflicts of interest, deterrence of fraud, and stricter environmental compliance or sustainability requirements could have an adverse effect on us. Federal and state laws, regulations and mandates relating to climate change that require greenhouse gas (“GHG”) remissions reductions, carbon-free electricity, net-zero emissions from vehicles, buildings, procurement and operations or similar initiatives could diminish or weaken our ability to obtain new contracts or garner renewals. As a government services provider, we anticipate that requirements around supply chain management and specific procurement strategies to reduce contractor GHG emissions and GHG emissions associated with products used or acquired could impair us from effectively competing. Further, requirements around the disclosure of GHG emissions, particularly Scope 3 emissions, emission reduction targets, climate change related-risks and other climate change initiatives may lead us to expend substantial management resources and related costs for external support that could potentially have a negative impact on our business and our ability to secure certain contracts or contract renewals. New, rapidly shifting or revised government policies relating to such matters could have an equally adverse effect on us, as a government contractor. Moreover, shifts in the buying practices of U.S. federal government agencies (such as increased usage of fixed-price contracts, multiple award contracts and small business set-aside contracts) could

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have adverse effects on government contractors, including us. Any of these changes could impair our ability to obtain new contracts or contract renewals. Any new contracting requirements or procurement methods, including those related to climate change, could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition and results of operations.

Our business is subject to complex and evolving laws and regulations regarding data privacy and security which could subject us to investigations, claims or monetary penalties against us, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations.

We are subject to a variety of laws and regulations in the U.S., at the federal, state and local levels and abroad relating to data privacy and security. These laws and regulations are complex, constantly evolving, and may be subject to significant change in the future. In addition, the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in new and rapidly evolving areas of technology, and may differ in material respects among jurisdictions, interpreted and applied inconsistently among jurisdictions or in a manner that is inconsistent with our current policies and practices, all of which can make compliance challenging and costly, and expose us to related risks and liabilities.

As a contractor supporting defense and national security customers, we are also subject to certain additional, specific regulatory compliance requirements relating to data privacy and security. Under the Defense Federal Acquisition Regulation Supplement and other federal regulations, we are required to implement the security and privacy controls in National Institute of Standards and Technology Special Publications on certain of our networks and information technology systems. To the extent that we do not comply with applicable security and control requirements, and there is unauthorized access to or disclosure of sensitive information (including personal information), this could potentially result in a contract termination or information security issues, which could materially and adversely affect our business and financial results and lead to reputational harm. We will also be subject to the DOD Cybersecurity Maturity Model Certification (“CMMC”) requirements, which will require contractors processing critical national security information on their information technology systems to receive specific third-party certifications relating to specified cybersecurity standards to be eligible for contract awards. In addition, our subcontractors, and in some cases our vendors, also may be required to adhere to the CMMC program requirements and, potentially, to achieve certification. Should our supply chain fail to meet compliance requirements or achieve certification, this may adversely affect our ability to receive awards or execute on relevant government programs. We are in the process of evaluating our readiness and preparing for the CMMC, but to the extent we are unable to achieve certification in advance of contract awards that specify the requirement in the future, we will be unable to bid on such contract awards or follow-on awards for existing work with the DOD, depending on the level of standard as required for each solicitation, which could adversely impact our business, financial condition and results of operations. In addition, any obligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance.

The overarching complexity of data privacy and security laws and regulations around the world poses a compliance challenge that could manifest in costs, damages or liability in other forms as a result of failure to implement proper programmatic controls, failure to adhere to those controls, or the breach of applicable data privacy and security requirements by us, our employees, our business partners (including our service providers, suppliers or subcontractors) or our customers. We also expect that there will continue to be new proposed laws, regulations and industry standards concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards, or amendments to or re-interpretations of existing laws, regulations or standards, may have on our business. Any failure or perceived failure by us, our service providers, suppliers, subcontractors or other business partners to comply with applicable laws, regulations, our public privacy policies and other public statements about data privacy and security and other obligations in these areas could result in regulatory or government actions lawsuits against us (including civil claims, such as representative actions and other class action-type litigation), legal liability, monetary penalties, fines, sanctions, damages and other costs, orders to cease or change our processing of data, changes to our business practices, diversion of internal

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resources, and harm to our reputation, all of which could adversely affect our business, financial condition and results of operations. We may also incur substantial expenses in implementing and maintaining compliance with such laws, regulations and other obligations.

Risks Related to Climate Change

Climate change-related weather issues could have a material adverse impact on our, or our customers’, equipment and infrastructure which could negatively impact our business, financial condition and results of operations.

Climate change-related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, excessive heat and other natural disasters, may have a long-term impact on our business, financial condition and results of operations. For example, access to clean water and reliable energy in the locations where we conduct our services is critical to our operations. Flooding, high winds and fires could damage our equipment, or infrastructure at our customer sites, causing safety hazards and environmental damage. Accordingly, a natural disaster, such as a severe storm, flood or electrical blackout due to severe heat, has the potential to disrupt our and our customers’ businesses and may cause us to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses.

Further, the risks caused by climate change span across the full spectrum of the industry sectors we serve. The direct physical risks that climate change poses to infrastructure through chronic environmental changes, such as rising sea levels and temperatures, and acute events, such as hurricanes, droughts and wildfires, exist in each of these sectors. Infrastructure owners could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for our services and solutions. These types of physical risks could in turn lead to or be accompanied by transitional risks (i.e., societal changes in response to the threat of climate change), such as market and technology shifts, including decreased demand for our services and solutions, reputational risks, such as how our values and practices regarding a low carbon transition are viewed by external and internal stakeholders, as well as policy and legal risks, such as the extent to which low-carbon transitions are driven by the governments in the jurisdictions in which we operate around the globe, all of which could have a material adverse impact on our business, financial condition and results of operations.

We may be affected by market or regulatory responses to climate change.

Growing public concern about climate change has resulted in increased focus by local, state, regional, national and international regulatory bodies on GHG emissions and climate change issues, which impacts our operations globally. For example, the U.S. federal government has made addressing climate change and, in particular, reducing GHG emissions, a primary objective. New regulatory requirements, as well as related policy changes, could increase the costs of the contracts we conduct for our customers or, in some cases, prevent a program from going forward, thereby potentially reducing the demand for our services, which could in turn have a material adverse impact on our business, financial condition and results of operations. However, policy changes and climate legislation could also increase the overall demand for our services as our customers and partners work to decarbonizing their industries, transitioning from fossil fuels to renewable energy sources and developing integrated and sustainable solutions, which could have a positive impact on our business. We cannot predict when or whether any of these various proposals may be enacted or what the precise effects may be on us or on our customers.

We may also incur additional expenses as a result of U.S. and international regulators requiring additional public disclosures regarding GHG emissions, and/or broader environmental, social or governance-related performance indicators and other factors. The financial and management resources required to achieve and maintain compliance with such regulations may be significant, particularly given the fact that various countries and regions are implementing different, and in some cases conflicting, requirements.

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We may be unable to achieve our climate commitments and targets.

Our climate commitments and related targets are subject to certain risks and uncertainties that are outside of our control, for example: our ability to execute our operational strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of alternative fuels, global electrical charging infrastructure, off-site renewable energy and other materials and components; unforeseen design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially viable or competitive basis such as carbon sequestration and/or other related processes; compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to GHG emissions, carbon costs or climate-related goals; labor-related regulations and requirements that restrict or prohibit our ability to impose requirements on third-party contractors; our ability to adapt products to customer preferences and customer acceptance of sustainable supply chain solutions; the actions of competitors and competitive pressures; and an acquisition of or merger with another company that has not adopted similar GHG reduction goals or whose progress toward reaching its GHG reduction goals is not as advanced as ours. If we fail to successfully execute our operational strategies and achieve our climate commitments and targets, or we are perceived to have failed in that execution or achievement, we may experience reduced customer demand for our services, or damage our reputation and our customer and other stakeholder relationships. Further, investors have recently increased their focus on environmental, social and governance matters, including practices related to GHGs and climate change. An increasing percentage of the investment community considers sustainability factors in making investment decisions, and an increasing number of entities are considering sustainability factors in awarding business. If we are unable to meet our climate commitments and targets and appropriately address sustainability enhancement, we may lose investors, customers, or partners, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to compete effectively, all of which would have an adverse effect on our business, results of operations and financial condition.

Risks Related to Our Indebtedness and Credit Markets

Following the completion of the transactions, Combined Co will have a significant amount of indebtedness, which could adversely affect Combined Co’s financial condition or decrease its business flexibility.

Amentum has a significant amount of indebtedness, and Combined Co will incur additional indebtedness as a result of the transactions. As of June 28, 2024 and September 29, 2023 and as described in the section entitled “Description of Material Indebtedness,” Amentum had approximately $3.27 billion and $3.29 billion, respectively, of first lien term facilities outstanding under the existing Amentum first lien credit agreement and $735.0 and $885.0 million, respectively, of second lien term facilities outstanding under the existing Amentum second lien credit agreement, with no amounts borrowed under the revolving facility as of both dates (collectively, the “existing Amentum credit facilities”). As described in the section entitled “Description of Material Indebtedness,” in connection with the transactions, Amentum expects to refinance the existing Amentum credit facilities with the proceeds from the notes offering and the term loans under the new Amentum credit agreement. Also in connection with the transactions, SpinCo (or the SpinCo Borrower, if the Amentum refinancing transactions are not consummated) will incur $1.13 billion of indebtedness under a senior secured first lien term loan facility (the “SpinCo term facility”) prior to the closing of the transactions to (1) distribute the SpinCo cash payment to Jacobs and (2) pay fees and expenses related to the transactions on the closing date. In the event the Amentum refinancing transactions are completed, it is expected that (i) SpinCo, rather than the SpinCo Borrower, will be the borrower under the SpinCo term facility, (ii) the new Amentum credit agreement will supersede and replace in its entirety the new SpinCo credit agreement and (iii) upon the consummation of the transactions, the SpinCo term facility obtained under the new SpinCo credit agreement will cease to be outstanding under and governed by the new Spinco credit agreement and instead would constitute part of the term facility under the new Amentum credit agreement.

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Upon completion of the transactions, Combined Co expects to support the Amentum credit facilities (including the SpinCo term facility), the Amentum notes and other indebtedness outstanding from time to time. Combined Co’s level of indebtedness could have important consequences, including, but not limited to:

Combined Co’s ability to service its indebtedness will depend on its future operating performance and financial results, which will be subject, in part, to factors beyond its control, including interest rates and general economic, financial and business conditions. If Combined Co does not have sufficient cash flow to service its indebtedness, it may need to refinance all or part of its indebtedness, borrow more money or sell securities or assets, some or all of which may not be available to Combined Co at acceptable terms or at all. In addition, Combined Co may need to incur additional indebtedness in the future. Although the terms of Combined Co’s indebtedness are expected to allow Combined Co to incur additional indebtedness, this would be subject to certain limitations which may preclude Combined Co from incurring the amount of indebtedness it otherwise desires.

Restrictions will be imposed by Combined Co’s indebtedness outstanding from time to time (initially expected to be the Amentum credit facilities and the Amentum notes) that will limit the ability of Combined Co to operate its business and to finance its future operations or capital needs or to engage in other business activities.

The terms of the new Amentum credit agreement, the indenture that will govern the Amentum notes and our other indebtedness outstanding from time to time are expected to restrict (or if the new Amentum credit agreement is not entered into prior to closing, the terms of the existing Amentum credit agreements will restrict), Combined Co from engaging in specified types of transactions. For example, the restrictions under the new Amentum credit agreement and the indenture that will govern the Amentum notes are expected to include (or if the new Amentum credit agreement is not entered into prior to closing, the restrictions under the existing Amentum credit agreements and the SpinCo term facility will include), covenants limiting the ability of Combined Co and its restricted subsidiaries, among other things, to:

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In addition, the revolving facility under the existing Amentum first lien credit agreement contains, and the revolving facility under the new Amentum credit agreement is expected to contain, a financial maintenance covenant. Combined Co’s ability to comply with any of the covenants described above may be affected by events beyond its control, and Combined Co may not be able to maintain compliance with them. A breach of this covenant or any of the covenants described above could result in an event of default.

If an event of default occurs under the Amentum credit facilities or the indenture that will govern the Amentum notes, the relevant lenders or noteholders could elect to declare all amounts outstanding under the relevant indebtedness to be immediately due and payable and/or exercise their rights under the related security documents. If the indebtedness under any of the Amentum credit facilities or the indenture were to be accelerated, Combined Co’s assets may not be sufficient to repay such indebtedness in full. Any acceleration of amounts due under the relevant credit facility or indenture, or the substantial exercise by the relevant lenders or noteholders of their respective rights under the respective security documents, would have a material adverse effect on SpinCo and Combined Co. In addition, an event of default under the Amentum credit facilities or the indenture may also be triggered by an event of default under other debt instruments.

The new Amentum credit agreement is expected to include (or if the new Amentum credit agreement is not entered into prior to closing, the existing Amentum credit facilities and the SpinCo term facility include), variable rates, which will subject Combined Co to interest rate risk and could cause Combined Co’s debt service obligations to increase and net income and cash flows to correspondingly decrease.

Borrowings under the new Amentum credit agreement are expected to be (or if the new Amentum credit agreement is not entered into prior to closing, borrowings under the existing Amentum credit facilities and the SpinCo term facility are expected to be) at variable rates of interest and expose Combined Co to interest rate risk. In the recent past, inflation and other factors have resulted in an increase in interest rates generally. If interest rates were to continue to increase, Combined Co’s debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and Combined Co’s net income and cash flows would correspondingly decrease.

In addition, the new Amentum credit agreement is expected to reference (or if the new Amentum credit agreement is not entered into prior to closing, the existing Amentum credit facilities and the SpinCo term facility reference), the Secured Overnight Financing Rate (“SOFR”) as the primary benchmark rate for Combined Co’s variable rate indebtedness. SOFR is a relatively new reference rate with a limited history, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest payable on Combined Co’s variable rate indebtedness is difficult to predict.

If the financial institutions that are part of the syndicate of Amentum’s revolving facility fail to extend credit under that facility, Combined Co’s liquidity and results of operations may be adversely affected.

Combined Co will have access to capital through the revolving facility under the existing Amentum first lien credit agreement or, if the Amentum refinancing transactions are completed, under the new Amentum credit agreement. Each financial institution that is part of the syndicate for the revolving facility is or will be responsible on a several, and not joint, basis for providing a portion of the loans to be made under the revolving facility. If any financial institution or group of financial institutions with a significant portion of the commitments in the revolving facility fails to satisfy its or their respective obligations to extend credit under the revolving facility and Combined Co is unable to find a replacement for such participant or participants on a timely basis (if at all), Combined Co’s liquidity and results of operations may be adversely affected.

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Risks Related to the Transactions

The transactions may not be completed on the terms or timeline currently contemplated, or at all.

The consummation of the transactions is subject to certain conditions, as described in this information statement. For example, conditions to the distribution include: (1) the SEC declaring effective the registration statement of which this information statement forms a part, and there being no SEC stop order or related proceedings; (2) the completion of the separation step plan; (3) the SpinCo common stock increase; (4) SpinCo making the SpinCo cash payment; (5) the receipt of a solvency opinion; (6) receipt by Jacobs of the distribution tax opinions; (7) receipt by Jacobs of the IRS ruling (Jacobs has received the IRS ruling, which is generally binding, unless the relevant facts or circumstances change prior to closing); (8) the shares of SpinCo common stock to be distributed having been accepted for listing on the NYSE (the “NYSE listing”); and (9) Amentum making certain irrevocable confirmations to Jacobs regarding satisfaction of Amentum’s obligations to effect the merger. Conditions to the merger include: (1) the expiration or termination of the HSR waiting period, which expired on February 16, 2024, and receipt of certain other regulatory approvals, each of which has been received prior to the date of this information statement; (2) the separation and distribution having taken place in accordance with the separation and distribution agreement; (3) the effectiveness of the registration statement in accordance with the Exchange Act; (4) there being no applicable law or injunction in effect; (5) the NYSE listing; (6) the parties performing and complying with their respective obligations under the merger agreement; (7) the accuracy of each party’s representations and warranties (subject to certain materiality or other qualifications); (8) the receipt of certain closing certificates; (9) the receipt of the merger tax opinions; (10) each party’s execution and delivery of the applicable transaction documents and compliance therewith; and (11) receipt of the IRS ruling (Jacobs has received the IRS ruling, which is generally binding, unless the relevant facts or circumstances change prior to closing). See the sections entitled “The Transactions—Conditions to the Distribution” and “The Transactions—Conditions to the Merger.” We cannot assure you that any or all of these conditions will be met or that the transactions will be completed on the terms or timeline currently contemplated, or at all.

Jacobs and Amentum have expended, and will continue to expend, significant management time and resources and have incurred and will continue to incur significant expenses related to the transactions, including legal, advisory, printing and financial services fees related to the transactions. Many of these expenses must be paid regardless of whether the transactions are consummated. Even if the transactions are completed, any delay in the completion of the transactions could diminish the anticipated benefits of the transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the transactions. See the section entitled “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Merger Agreement—Fees and Expenses Payable in Certain Circumstances.”

Even if the transactions are completed, SpinCo may not realize the anticipated financial and other benefits, including growth opportunities, expected from the transactions.

SpinCo expects that Combined Co will realize synergies, growth opportunities and other financial and operating benefits as a result of the transactions. The success of Combined Co in realizing these benefits, and the timing of their realization, depends, among other things, on the successful integration of Amentum and the SpinCo Business. Even if Combined Co is able to integrate Amentum and the SpinCo Business successfully, we cannot predict with certainty if or when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the transactions may be offset by costs incurred in integrating Amentum and the SpinCo Business or in otherwise consummating the transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond SpinCo’s control, including, without limitation, general economic conditions, increased operating costs and regulatory developments. Following the separation, any contractual arrangements between SpinCo and Jacobs may be on less favorable terms than the existing intercompany arrangements from which the SpinCo Business benefits, may not efficiently mitigate dis-synergies arising from the separation, and may be inadequate to provide for the ongoing operation and growth of SpinCo’s business, preserve continuity for customers, deliver key capabilities or otherwise provide for continued cooperation in relevant business areas. Following the transactions, each of Jacobs and SpinCo may also be more

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susceptible to market fluctuations and other adverse events than if they remained a combined company because the business of each entity will be less diversified than Jacobs’ business prior to the completion of the separation.

The integration of Amentum with the SpinCo Business following the transactions may present significant challenges, and the failure to successfully integrate could have a material adverse effect on Combined Co’s business, financial condition or results of operations.

There is a significant degree of difficulty inherent in the process of integrating Amentum and the SpinCo Business. These difficulties include:

The process of integrating operations could result in significant costs and cause an interruption of, or loss of momentum in, the activities of Amentum and the SpinCo Business. Members of Combined Co’s senior management following the transactions may be required to devote considerable amounts of time to this integration process, which could decrease the time they will have to manage Combined Co’s business, serve the existing business or operations of Amentum or the SpinCo Business, or develop new products or strategies. If Combined Co’s senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the existing business of Amentum or the SpinCo Business could be materially adversely affected.

We cannot assure you that Amentum and the SpinCo Business will be successfully integrated together. The failure to do so could have a material adverse effect on Combined Co’s business, financial condition or results of operations after the transactions.

If the distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code, including as a result of actions taken in connection with the separation and distribution or the merger or as a result of subsequent acquisitions of shares of Jacobs or SpinCo, then Jacobs and/or Jacobs’ shareholders that received SpinCo common stock in the distribution could be required to pay substantial U.S. federal income taxes, and, in certain circumstances, SpinCo could be obligated to indemnify Jacobs for any tax liability imposed on Jacobs arising from SpinCo’s or Amentum Equityholder’s actions or inactions.

The consummation of the distribution is conditioned upon, among other things, the receipt by Jacobs of (1) the IRS ruling and (2) the distribution tax opinions from Wachtell Lipton and the Accounting Firm. Jacobs has received the IRS ruling, and although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then Jacobs will not be able to rely on the IRS ruling. In addition, the distribution tax opinions will be based on, among other things, the IRS ruling as to the matters addressed by such ruling, current law and certain representations made by Jacobs and SpinCo and certain assumptions. Any change in currently applicable law,

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which may be retroactive, or the failure of any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached by Wachtell Lipton and the Accounting Firm in the distribution tax opinions. The distribution tax opinions will represent Wachtell Lipton’s and the Accounting Firm’s respective judgment and will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinions.

In general, if the distribution were determined not to qualify as a transaction described in Section 355 of the Code, for U.S. federal income tax purposes each U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) who receives SpinCo common stock in the distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the SpinCo common stock received by the U.S. holder, which would generally result in: (1) a taxable dividend to the U.S. holder to the extent of the U.S. holder’s pro rata share of Jacobs’ current and accumulated earnings and profits; (2) a reduction in the U.S. holder’s basis (but not below zero) in Jacobs common stock to the extent the amount received exceeds the U.S. holder’s share of Jacobs’ earnings and profits; and (3) a taxable gain from the exchange of Jacobs common stock to the extent the amount received exceeds the sum of the U.S. holder’s share of Jacobs’ earnings and profits and the U.S. holder’s basis in its Jacobs common stock. Further, if Jacobs undertook a clean-up distribution, each U.S. holder who receives SpinCo common stock in the clean-up distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the SpinCo common stock received by the U.S. holder in the clean-up distribution.

In addition, if the contribution and certain related transactions in the internal reorganization were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code for U.S. federal income tax purposes, or if the distribution were determined not to qualify as a transaction described in Section 355 of the Code for U.S. federal income tax purposes, Jacobs generally would recognize taxable gain with respect to the transfer of SpinCo common stock in the distribution and in any clean-up distribution (or in prior steps of the internal reorganization), which could result in significant tax to Jacobs.

Even if the contribution and certain related transactions in the internal reorganization, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, and the distribution otherwise qualifies as a transaction described in Section 355 of the Code, the distribution (or prior steps of the internal reorganization) would nonetheless be taxable to Jacobs (but not to U.S. holders of Jacobs common stock) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Jacobs or SpinCo, directly or indirectly, as part of a plan or series of related transactions that includes the distribution. For purposes of Section 355(e) of the Code, any acquisitions of Jacobs or SpinCo stock, directly or indirectly, within the period beginning two years before the distribution and ending two years after the distribution are generally presumed to be part of such a plan, although Jacobs may, depending on the facts and circumstances, be able to rebut that presumption. Further, for purposes of this test, the merger will be treated as part of a plan that includes the distribution, but it is expected that the merger, standing alone, will not cause the distribution to be taxable to Jacobs under Section 355(e) of the Code because Jacobs’ shareholders will own at least 50.1% of the common stock of SpinCo following the merger. However, if the IRS were to determine that other acquisitions of Jacobs stock, either before or after the distribution, or SpinCo stock, after the merger, were part of a plan or series of related transactions that included the distribution, such determination could result in the recognition of a significant amount of taxable gain by Jacobs (but not by Jacobs’ shareholders) for U.S. federal income tax purposes under Section 355(e) of the Code. See the section entitled “Material U.S. Federal Income Tax Consequences—Treatment of the Separation and Distribution.”

Under the tax matters agreement, SpinCo may be obligated, in certain cases, to indemnify Jacobs against taxes and certain tax-related losses in connection with the transactions that arise as a result of SpinCo’s or Amentum Equityholder’s actions, or failure to act. See the sections entitled “Material U.S. Federal Income Tax Consequences—Treatment of the Separation and Distribution” and “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Tax Matters Agreement.” Any such indemnification obligation likely would be substantial and likely would have a material adverse effect on SpinCo.

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Under the tax matters agreement, SpinCo and Amentum Equityholder will be restricted from taking certain actions that could adversely affect the intended tax treatment of the transactions, and such restrictions could limit SpinCo’s ability to implement strategic initiatives that otherwise would be beneficial.

The tax matters agreement generally restricts SpinCo, Amentum Equityholder and their affiliates from taking certain actions after the distribution that could adversely affect the intended tax treatment of the transactions. In particular, for a two-year period following the distribution date, except as described below:

unless, in each case (except with respect to the second-to-last bullet above), prior to taking any such action, (1) SpinCo or Amentum Equityholder, as applicable, shall have requested that Jacobs obtain a private letter ruling from the IRS and Jacobs shall have received such private letter ruling in form and substance satisfactory to Jacobs in its sole and absolute discretion, (2) SpinCo or Amentum Equityholder, as applicable, shall have provided Jacobs with an unqualified tax opinion in form and substance satisfactory to Jacobs in its sole and

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absolute discretion, or (3) Jacobs shall have waived the requirement to obtain such private letter ruling or unqualified tax opinion. Failure to adhere to these requirements could result in tax being imposed on Jacobs for which SpinCo could bear responsibility and for which SpinCo could be obligated to indemnify Jacobs under the tax matters agreement. Any such indemnification obligation would likely be substantial and would likely have a material adverse effect on SpinCo. In addition, even if SpinCo is not responsible for tax liabilities of Jacobs under the tax matters agreement, SpinCo nonetheless could be liable under applicable tax law for such liabilities if Jacobs were to fail to pay such taxes. Moreover, these restrictions could have a material adverse effect on SpinCo’s liquidity and financial condition, and otherwise could impair SpinCo’s ability to implement strategic initiatives and SpinCo’s indemnity obligation to Jacobs might discourage, delay or prevent a change of control that SpinCo shareholders may consider favorable. See “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Tax Matters Agreement.”

The pendency of the transactions could have an adverse effect on SpinCo’s business, financial condition and results of operations.

The announcement and pendency of the transactions could disrupt our business in negative ways. For example, customers and other third-party business partners of the SpinCo Business could seek to terminate or renegotiate their relationships with us as a result of the transactions, whether pursuant to the terms of their existing agreements or otherwise. In addition, our current and prospective employees may experience uncertainty regarding their future roles with Combined Co, which might adversely affect our ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect our business, financial condition and results of operations.

SpinCo will incur significant costs related to the transactions and its transition to becoming a standalone public company, which could have a material adverse effect on its liquidity, cash flows and operating results.

We expect to incur significant one-time costs in connection with the transactions and the transition to SpinCo becoming a standalone public company, which may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management personnel who are new to SpinCo, tax costs and costs to separate information systems, and such costs or other dis-synergies arising from the separation (including costs of related restructuring or financing transactions) may exceed anticipated amounts. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us if the merger is completed. A substantial portion of these one-time costs will be transaction-related fees and expenses and include, among others, antitrust- and foreign investment law-related filing fees, SEC filing fees relating to the transactions, and printer costs in connection with the filing of the registration statements. While we expect to be able to fund these one-time costs using cash from operations and/or borrowings under existing and anticipated credit sources, these costs could negatively impact our liquidity, cash flows and results of operations.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent publicly traded company, and we may experience increased costs after the separation.

The SpinCo Business has historically operated as part of Jacobs’ corporate organization, and Jacobs has provided the SpinCo Business with various corporate functions. Following the separation and distribution, the SpinCo Business will become part of Combined Co, and Jacobs will have no obligation to provide us with assistance other than the transition services described under the sections entitled “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Transition Services Agreement” and “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Project Services Agreement.” These services do not include every service that the SpinCo Business has received from Jacobs in the past, and Jacobs is only obligated to provide these services for limited periods following completion of the separation and distribution. Accordingly, following the separation and distribution, we will need to provide internally or obtain from unaffiliated third parties certain services the SpinCo Business currently receives from Jacobs following the end of the term of the transition services agreement or project services agreement, as applicable. These services

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include IT, tax administration, accounting, benefits administration, legal and compliance administration, the effective and appropriate performance of which are critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from Jacobs. Because the SpinCo Business has historically operated as part of the wider Jacobs organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or may incur additional costs that could adversely affect our business. As part of Jacobs, the SpinCo Business has benefited from Jacobs’ size and purchasing power in procuring certain goods and services such as insurance and health care benefits, and technology such as computer software licenses. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining goods and services, our business, financial condition and results of operations may be adversely affected. See “—The SpinCo Business may be negatively impacted if SpinCo is unable to provide benefits and services, or access to equivalent financial strength and resources, to the SpinCo Business that historically have been provided by Jacobs.”

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject as a standalone, publicly traded company following the transactions. Fulfilling our obligations incident to being a public company, including with respect to remediating the material weakness identified in connection with preparation for the separation, and implementing the requirements of and related rules under the Sarbanes-Oxley Act of 2002, is expensive and time-consuming, and any delays or difficulty in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

As a public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the New York Stock Exchange rules, require us to implement various corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these public company obligations requires us to devote significant management time and place significant additional demands on our finance, accounting, and legal staff and on our management systems, including our financial, accounting and information systems. Other expenses associated with being a public company include increased auditing, accounting, and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees, listing fees, as well as other expenses.

In particular, the Sarbanes-Oxley Act of 2002 requires us to document and test the effectiveness of our internal control over financial reporting in accordance with an established internal control framework, and to report on our conclusions as to the effectiveness of our internal controls. It also requires an independent registered public accounting firm to test our internal control over financial reporting and report on the effectiveness of such controls. In addition, we are required under the Exchange Act to maintain disclosure controls and procedures and internal control over financial reporting. Due to the inherent limitations in any internal control environment, there can be no assurance that all control issues and instances of fraud, errors or misstatements, if any, within Combined Co have been or will be detected on a timely basis. Such deficiencies could result in the correction or restatement of financial statements of one or more periods.

As previously disclosed in Jacobs’ financial statements for the quarterly period ended December 29, 2023, Jacobs recognized a pre-tax non-cash charge associated with an inventory write down during such quarterly period comprised of adjustments of immaterial cumulative inventory misstatements previously reported by Jacobs which would not have been material to any prior period of Jacobs’ financial statements. While such misstatements were immaterial to Jacobs’ financial statements, the circumstances leading to such write-down constituted a material weakness in SpinCo’s internal control over financial reporting arising from a failure to prevent or detect misstatements related to inventory balances in the SpinCo Business’s Rapid Solutions unit, which is part of the C&I Business. Specifically, the SpinCo Business did not perform appropriate assessments of the net realizable value of inventory in a timely manner, did not properly verify existence of inventory at each reporting date and also incorrectly capitalized certain research and development costs incurred prior to the product manufacturing phase. The above mentioned adjustments have been reflected in the audited combined financial statements of the SpinCo Business included in this information statement. Although SpinCo is in the

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process of remediating this material weakness, we cannot assure you that the measures taken to date, together with any measures we may take in the future, will be sufficient to remediate this material weakness or to avoid potential future material weaknesses.

Any failure to maintain effective controls, or if we are unable to successfully remediate the identified SpinCo material weakness or any future Combined Co material weakness, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities laws or NYSE listing requirements, our reported financial results may be materially misstated, investors may lose confidence in our financial reporting and the price of SpinCo common stock may decline as a result. We also rely on third parties for certain calculations and other information that support our accounting and financial reporting, which includes reports from such organizations on their controls and systems that are used to generate this data and information. Any failure by such third parties to provide us with accurate or timely information or to implement and maintain effective controls may cause us to fail to meet our reporting obligations as a publicly traded company. In addition, as we operate our financial management systems, we could experience deficiencies in their operation that could have an adverse effect on the effectiveness of our internal control over financial reporting.

If we are unable to conclude that we have effective internal control over financial reporting, or if our independent registered public accounting firm is unable to provide us with an unqualified report regarding the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our consolidated financial statements, which could result in a decrease in the value of our common stock. Failure to comply with the Sarbanes-Oxley Act of 2002 could potentially subject us to sanctions or investigations by the SEC, the New York Stock Exchange, or other regulatory authorities.

The transactions could discourage other companies from trying to acquire SpinCo before or for a period of time following completion of the transactions.

Certain provisions in the merger agreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the transactions. The merger agreement generally prohibits Jacobs from soliciting or engaging in discussions with respect to any acquisition proposal during the pendency of the transactions. In addition, certain provisions of the tax matters agreement, which are intended to preserve the intended tax treatment of certain aspects of the separation and the distribution for U.S. federal income tax purposes, could discourage acquisition proposals for a period of time following the transactions. SpinCo currently expects to issue approximately 90,018,579 shares of its common stock in respect of the base merger consideration.

In connection with the separation, SpinCo will be responsible for all SpinCo Liabilities following the completion of the transactions, and is acquiring the SpinCo Assets on an “as is,” “where is” basis.

As described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Separation and Distribution Agreement,” in connection with the separation, SpinCo will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the SpinCo Business following the distribution. The separation and distribution agreement also provides that the SpinCo Assets are being conveyed to SpinCo on an “as is” and “where is” basis. Although Jacobs is subject to certain indemnification obligations in favor of SpinCo under the separation and distribution agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by Jacobs of any provision of the transaction documents after the effective time of the distribution or specified liabilities of the SpinCo Business arising prior to the separation and distribution. See “Certain Relationships and Related Party Transactions—Agreements with Jacobs—Separation and Distribution Agreement” for a detailed description of the liabilities that SpinCo is assuming in the transactions.

In addition, although the merger agreement contains certain representations and warranties about Amentum and the Amentum Business, the representations and warranties were made only as of the times set forth therein

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and will not survive the effective time of the merger. Accordingly, SpinCo will have no remedies with respect to any breach of Amentum and Amentum Equityholder’s representations made in the merger agreement after the effective time of the merger, except for certain rights under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the merger agreement.

As such, notwithstanding whether any SpinCo Liability or any issue with a SpinCo Asset is related to a breach of a representation or warranty in the merger agreement, SpinCo, and by virtue of the merger, Amentum, will bear full responsibility for any and all SpinCo Liabilities and any liabilities, contingencies or other losses with respect to SpinCo Assets following the completion of the transactions. To the extent any such SpinCo Liabilities are larger than anticipated, or any liability, contingency or loss with respect to a SpinCo Asset prohibits the SpinCo Business from operating as planned, they could have a material adverse impact on the business, financial condition and results of operations of Combined Co.

SpinCo and Jacobs (with respect to the SpinCo Business) is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the transactions.

The merger agreement restricts SpinCo from taking specified actions without Amentum’s prior written consent until the transactions are completed or the merger agreement is terminated, including making certain acquisitions or investments, incurring certain indebtedness, materially adversely modifying or terminating certain material contracts other than in the ordinary course, divesting certain assets and making certain non-ordinary course changes to employee compensation and benefit plans. These restrictions and others, which are more fully described in “—The Merger Agreement—Conduct of Business Pending the Merger” could affect SpinCo’s ability to execute its business strategies and attain its financial and other goals and could impact SpinCo’s business, financial condition and results of operations.

The SpinCo Business may be negatively impacted if SpinCo is unable to provide benefits and services, or access to equivalent financial strength and resources, to the SpinCo Business that historically have been provided by Jacobs.

The SpinCo Business has historically received benefits and services from Jacobs and has benefited from Jacobs’ financial strength and extensive network of service offerings. After the transactions, the SpinCo Business will become part of Combined Co, and the SpinCo Business will no longer benefit from Jacobs’ services or financial strength (other than transition services provided pursuant to the transition services agreement) or have access to Jacobs’ extensive business relationships outside of its SpinCo Business. While Jacobs has agreed to provide certain transition services to SpinCo for a period of time following the consummation of the transactions, we cannot assure you that we will be able to adequately or timely replace or provide resources formerly provided by Jacobs, or replace them at the same or lower cost. If we are not able to replace the resources provided by Jacobs or are unable to replace them without incurring significant additional costs or are delayed in replacing the resources provided by Jacobs, our results of operations may be negatively impacted.

We have no recent operating history as an independent publicly traded company, and the historical financial information of the SpinCo Business may not be representative of its results if it had been operated as a standalone business or as part of a combined company with Amentum, and as a result, may not be a reliable indicator of future results of the SpinCo Business as a part of Combined Co.

The financial information of the SpinCo Business included in this prospectus has been derived from the consolidated financial statements and accounting records of Jacobs and reflects assumptions and allocations made by Jacobs. The financial position, results of operations and cash flows of the SpinCo Business presented may be materially different from those that would have resulted if the SpinCo Business had been operated as a standalone company or by a company other than Jacobs. For example, in preparing the financial statements of the SpinCo Business, Jacobs made an allocation of Jacobs’ costs and expenses that are attributable to the SpinCo

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Business. However, these costs and expenses reflect the costs and expenses attributable to the SpinCo Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the SpinCo Business had it been operated as part of an organization of the nature, size and scale of Combined Co, and thus may not reflect costs and expenses that would have been incurred had the SpinCo Business been operated as a part of Combined Co. As a result, the historical financial information of the SpinCo Business may not be a reliable indicator of the future results of the SpinCo Business as a part of Combined Co, or the results the SpinCo Business would have historically achieved for the periods indicated therein as a standalone business.

The unaudited pro forma condensed combined financial statements of Combined Co are based in part on certain assumptions regarding the transactions and may not be indicative of Combined Co’s future operating performance.

The unaudited pro forma condensed combined financial statements presented in this information statement combine the separate historical financial statements of Amentum and the SpinCo Business that are included in this information statement and are not necessarily indicative of what the financial position or the results of operations of Combined Co, operating as a separate, publicly traded company, would have been had the transactions occurred as of the date or for the periods presented.

The unaudited pro forma condensed combined financial statements have been prepared reflecting the acquisition method of accounting, with Amentum treated as the “acquirer” of SpinCo for accounting purposes. Following the effective date of the merger, Amentum will complete the purchase price allocation for the acquisition of SpinCo after determining the fair value of SpinCo’s assets and liabilities. The final purchase price allocation may be different than the preliminary one reflected in the unaudited pro forma purchase price allocation presented in this information statement, and this difference may be material.

The unaudited pro forma condensed combined financial statements do not reflect the costs of any integration activities or incremental capital expenditures that SpinCo and, after the transactions, Combined Co management may believe are necessary to realize the anticipated synergies from the transactions. Accordingly, the unaudited pro forma condensed combined financial statements included in this information statement do not reflect what Combined Co’s results of operations or operating condition would have been had Amentum and the SpinCo Business been a consolidated entity during all periods presented, or what Combined Co’s results of operations and financial condition will be in the future.

Amentum and the SpinCo Business may have difficulty attracting, motivating and retaining executives and other employees in light of the transactions.

Uncertainty about the effect of the transactions on current employees of Amentum and the SpinCo Business may have an adverse effect on Combined Co. This uncertainty may impair the ability of Amentum and the SpinCo Business to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the transactions, as employees may feel uncertain about their future roles with Combined Co after their combination. If large numbers of employees or a concentration of critical employees of Amentum or the SpinCo Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of Combined Co after the transactions, our ability to realize the anticipated benefits of the transactions could be materially adversely affected.

Jacobs’ shareholders will not be entitled to appraisal rights in connection with the transactions.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Jacobs’ shareholders (including in their capacity as SpinCo shareholders following the distribution) are not entitled to appraisal rights in connection with the transactions.

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Some of the contracts to be transferred or assigned to us contain provisions requiring the consent of third parties in connection with the transactions contemplated by the internal reorganization and the distribution. If these consents are not obtained, we may be unable to enjoy the benefit of these contracts in the future.

Some of the contracts to be transferred or assigned to us in connection with the internal reorganization and distribution contain provisions that require the consent of third parties to the internal reorganization, the distribution, or both. Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these contracts in the future.

We expect to enter into one or more agreements with the U.S. federal government to effect the transfer of our federal contracts from Jacobs to one of our operating subsidiaries. We are in the process of completing the administrative tasks relating to completion of the process for those contracts and contract vehicles. While we do not expect the completion of the process to delay payments to us in any material respect on contracts transferred to us by Jacobs, we may experience protest by competitors of new awards of contracts to us on grounds relating to the separation and distribution.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with Jacobs that are based on the costs historically allocated to us by Jacobs.

We have entered into, and will enter into, agreements with Jacobs related to our separation from Jacobs, including the separation and distribution agreement, transition services agreement, tax matters agreement, employee matters agreement, project services agreement and any other agreements, while we are still part of Jacobs, in certain cases, that are based on the costs historically allocated to us by Jacobs. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of these agreements will relate to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations between Jacobs and us. We may have received better terms from third parties. See “Certain Relationships and Related Party Transactions—Agreements with Jacobs.”

After the separation, certain of our directors and officers may have actual or potential conflicts of interest because of their current or former positions with or financial interests in Jacobs.

Because of their current or former positions with Jacobs, certain of our expected directors and officers will own Jacobs common stock after the separation and distribution. Following the separation and distribution, even though our board of directors will consist of a majority of directors who are independent, some of our directors will continue to have a financial interest in Jacobs common stock. Continuing ownership of Jacobs common stock could create, or appear to create, potential conflicts of interest if we have disagreements with Jacobs about the contracts between us that continue or face decisions that could have different implications for us and Jacobs.

Our amended and restated certificate of incorporation will contain a provision renouncing our interest and expectancy in corporate opportunities.

Our amended and restated certificate of incorporation will provide for the allocation of certain corporate opportunities between us and affiliates of Amentum Equityholder. Under these provisions, subject to any contractual provisions between Amentum Equityholder or its affiliates and SpinCo, neither Amentum Equityholder, its affiliates and subsidiaries, nor any of its or their officers, directors, agents, stockholders, members or partners will have any duty to communicate or offer any corporate opportunity to us and to the fullest extent of the law shall not be liable to us or our shareholders for breach of fiduciary duty or otherwise solely by reason of the fact that Amentum Equityholder or its affiliate acquires a corporate opportunity for itself, directs such opportunity to another person or otherwise does not communicate such opportunity to us. For instance, a director of our company who also serves as a director, officer or employee of an affiliate of Amentum Equityholder may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition and results of operations if

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attractive corporate opportunities are allocated by affiliates of Amentum Equityholder to itself or its subsidiaries or affiliates instead of to us. The terms of our certificate of incorporation are more fully described in “Description of Capital Stock.”

Delaware law and anti-takeover provisions in our amended and restated articles of incorporation, amended and restated bylaws, stockholders agreement and other governance documents may impede or discourage a takeover or change of control and limit the power of our shareholders.

We are a Delaware corporation. Certain anti-takeover provisions of the Delaware general corporation law impose restrictions on the ability of others to acquire control of us. In addition, certain provisions of our governance documents may impede or discourage a takeover. For example:

In addition, we will be subject to Section 203 of the DGCL, which could have the effect of delaying or preventing a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with persons that acquire, more than 15% of the outstanding voting stock of a Delaware corporation may not engage in a business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or any of its affiliates becomes the holder of more than 15% of the corporation’s outstanding voting stock. For more information, see the section entitled “Description of Capital Stock—Section 203 of the Delaware General Corporation Law.”

These types of provisions, as well as the stockholders agreement, could make it more difficult for a third party to acquire control of us, even if the acquisition would be beneficial to our shareholders. Accordingly, shareholders may be limited in the ability to obtain a premium for their shares. See “Description of Capital Stock—Certain Anti-Takeover Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws, the Stockholders Agreement and Delaware Law.”

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Shareholder litigation could prevent or delay the closing of the transactions or otherwise negatively impact the business and operations of Amentum, Jacobs or the SpinCo Business.

The parties may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the transactions. Such litigation could have an adverse effect on the business, financial condition and results of operations of Amentum, Jacobs or the SpinCo Business and could prevent or delay the consummation of the transactions.

Jacobs may fail to perform under various transaction agreements that will be executed as part of the separation, or we may fail to have the necessary systems and services in place when the transition services agreement expires.

In connection with the separation and prior to the distribution, Jacobs and SpinCo have entered or intend to enter into the merger agreement, separation and distribution agreement, transition services agreement, tax matters agreement, employee matters agreement, project services agreement, stockholders agreement and registration rights agreement. These agreements, together with the documents and agreements by which the internal reorganization will be effected, determine the allocation of assets and liabilities between Jacobs and SpinCo following the separation. For example, the transition services agreement provides for the performance of certain services by Jacobs for the benefit of SpinCo and by SpinCo for the benefit of Jacobs for a period of time after the separation. If Jacobs is unable or unwilling to satisfy its obligations under these agreements, we could incur operational difficulties or losses. We are in the process of creating systems and services to replace many of the systems and services that Jacobs currently provides to us. However, we may not be successful in implementing these systems and services in a timely manner or at all, we may incur additional costs in connection with, or following, the implementation of these systems and services, and we may not be successful in transitioning data from Jacobs’ systems to ours.

Risks Related to Our Common Stock

Amentum Equityholder is expected to own a significant percentage of our common stock.

Upon consummation of the transactions, depending on the amount of additional merger consideration to which Amentum Equityholder may become entitled, Amentum Equityholder will hold between 37% and 41.5% of the issued and outstanding shares of SpinCo common stock. Amentum Equityholder also holds the right to nominate members to stand for election to our Board of Directors. As a result, Amentum Equityholder could have a significant influence on matters requiring shareholder approval, including the election of directors and other corporate decisions. Amentum Equityholder (including its affiliates) may have interests that differ from other shareholders. This will limit shareholders’ ability to influence corporate matters, and as a result, actions may be taken that shareholders may not view as beneficial and may also adversely affect the trading price of our common stock.

Affiliates of Amentum Equityholder are private equity firms in the business of making investments in entities in a variety of industries. Conflicts of interest could arise in the future between us, on the one hand, and the affiliates of Amentum Equityholder, on the other hand, including the portfolio companies of such equityholders, concerning among other things, potential competitive business activities or business opportunities. The other portfolio companies of the affiliates of Amentum Equityholder may compete with us for investment or business opportunities. These conflicts of interest may not be resolved in our favor. We have also renounced our interest in certain business opportunities. See “Risks Related to the Transactions—Our amended and restated certificate of incorporation will contain a provision renouncing our interest and expectancy in corporate opportunities.”

In addition, Amentum Equityholder, as Sponsor Stockholder (as defined below) under the stockholders agreement, will have certain rights, including with respect to director nominations. In particular, Amentum Equityholder will have the right to nominate a specified number of directors for election to the Board of Directors of Combined Co, depending on its level of ownership of SpinCo common stock. Specifically, if

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Amentum Equityholder beneficially owns at least 25.1% of the issued and outstanding shares of SpinCo common stock, Amentum Equityholder is entitled to nominate to stand for election five individuals, two of whom must qualify as independent, to a 13-member Board of Directors of Combined Co. If Amentum Equityholder beneficially owns at least 15% but less than 25.1% of the issued and outstanding shares of SpinCo common stock, Amentum Equityholder is entitled to nominate to stand for election three individuals, none of whom must qualify as independent, to a 13-member Board of Directors of Combined Co. If Amentum Equityholder beneficially owns at least 5% but less than 15% of the issued and outstanding shares of SpinCo common stock, Amentum Equityholder is entitled to nominate to stand for election one individual to a 13-member Board of Directors of Combined Co. If the Board of Directors of Combined Co consists of a number of directors other than 13, then the number of individuals Amentum Equityholder is entitled to nominate, if any, will be adjusted to be 5/12ths of the number of directors constituting the Board of Directors of Combined Co at any time Amentum Equityholder beneficially owns at least 25.1% of the issued and outstanding shares of SpinCo common stock, 1/4th of the number of directors constituting the Board of Directors of Combined Co at any time Amentum Equityholder beneficially owns at least 15% but less than 25.1% of the issued and outstanding shares of SpinCo common stock or 1/12th of the number of directors constituting the Board of Directors of Combined Co at any time Amentum Equityholder beneficially owns at least 5% but less than 15% of the issued and outstanding shares of SpinCo common stock, in each case, rounded down to the nearest whole number, provided that, prior to the date on which the Sponsor Stockholder no longer owns at least 5% of our issued and outstanding shares of common stock (the “Fallaway Date”), if rounding down would otherwise result in Amentum Equityholder being entitled to designate a total of zero director nominees on the Board of Directors of Combined Co, such adjustment will instead be rounded up to one director nominee. For the absence of doubt, in no event will Amentum Equityholder be entitled to designate more than 5/12ths of the number of directors on the Board of Directors of Combined Co. From and after the Fallaway Date, Amentum Equityholder will no longer be entitled to nominate any individuals to the Board of Directors of Combined Co. See the section entitled “Certain Relationships and Related Party Transactions—Agreements with Amentum—Stockholders Agreement.”

Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock.

Our quarterly operating results may fluctuate significantly or fall below the expectations of securities analysts, which could have a material adverse impact on the price of our common stock. Fluctuations are caused by a number of factors, including:

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There can be no assurance that we will pay dividends on our common stock.

We do not expect to declare or pay any cash dividends on our common stock. Any future determination as to the timing, declaration, amount and payment of any dividends will be within the discretion of our Board of Directors, and will depend upon, among other things, our financial condition, earnings, capital requirements of our operating subsidiaries, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board of Directors, including legal and contractual restrictions. Moreover, if we determine to pay any dividends in the future, there can be no assurance that we will continue to pay such dividends or the amount of such dividends. For additional information, see the section entitled “Dividend Policy.”

Your percentage of ownership in SpinCo may be diluted in the future.

Your percentage ownership in SpinCo may be diluted in the future by the equity awards that we expect to grant to our directors, officers and other employees. Prior to completion of the distribution, we expect to approve an incentive plan that will provide for the grant of common stock-based equity awards to our directors, officers and other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

A significant number of shares of our common stock may be sold or otherwise disposed of following the distribution, including the shares of our common stock that Jacobs initially expects to retain after the distribution, which may cause our stock price to decline.

Any sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, whether in connection with the transactions or otherwise, may cause the market price of our common stock to decline. Upon completion of the transactions, we expect that we will have an aggregate of approximately 243,293,457 shares of common stock issued and outstanding. Shares distributed to Jacobs’ shareholders in the transactions will generally be freely tradeable without restriction or further registration under the Securities Act, except for shares owned by our “affiliates,” as that term is defined in Rule 405 under the Securities Act.

We cannot predict whether large amounts of our common stock will be sold in the open market following the transactions. We are also unable to predict whether a sufficient number of buyers of our common stock to meet the demand to sell shares of our common stock at attractive prices would exist at that time.

In addition, Jacobs has determined that it does not intend to retain more than 8% of the issued and outstanding shares of SpinCo common stock after the merger and any adjustments to the merger consideration, if any. Any shares to which Jacobs would otherwise be entitled in excess of 8% of the issued and outstanding shares of SpinCo common stock will be distributed, on a pro rata basis, to Jacobs’ shareholders as described in the section entitled “Questions and Answers About the Transactions—What will SpinCo’s relationship be with Jacobs following the distribution?”

If the amount of merger consideration is not finally determined by the effective time of the merger, then the parties intend to deliver the additional merger consideration (if any) through the escrow holding described above. Jacobs currently intends to dispose of all the shares of SpinCo common stock that it retains after the distribution and the merger, which dispositions may include one or more exchanges for Jacobs debt or distributions to

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Jacobs’ shareholders. We will agree that, upon the request of Jacobs or Amentum Equityholder and pursuant to the terms of the stockholders agreement and registration rights agreement, we will use our reasonable best efforts to effect a registration under applicable federal and state securities laws of any shares of our common stock retained by Jacobs or Amentum Equityholder, as applicable, to the extent that it wishes to sell the shares of our common stock it retains in a registered offering. Any dispositions of substantial amounts of our common stock in the public market, including the disposition of the shares held by Jacobs after the merger, or the perception that such dispositions might occur, in connection with the distribution or otherwise, may cause the market price of our common stock to decline.

No market for our common stock currently exists and an active trading market may not develop or be sustained after the separation. Following the separation, our stock price may be volatile.

There is currently no public market for our common stock. We intend to list our common stock on the New York Stock Exchange. We anticipate that before the distribution date, trading of shares of our common stock will begin on a “when-issued” basis and this trading will continue up to and including the distribution date. However, an active trading market for our common stock may not develop as a result of the separation and distribution or may not be sustained in the future. The lack of an active market may make it more difficult for shareholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the separation and distribution. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

Furthermore, our business profile and market capitalization may not fit the investment objectives of some Jacobs’ shareholders and, as a result, these Jacobs’ shareholders may sell their shares of our common stock after the separation and distribution. Low trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.

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Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our common stock.

Our amended and restated certificate of incorporation will designate certain courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on behalf of Combined Co, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or shareholders to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of our amended and restated certificate of incorporation, amended and restated bylaws or the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware and (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine, in each case, may be brought only in specified courts in the State of Delaware. As described below, this provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or the Exchange Act, or any other claim for which there is exclusive federal or concurrent federal and state jurisdiction.

Our amended and restated certificate of incorporation also will provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. However, Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to the foregoing provisions; provided, however, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This provision does not apply to claims brought under the Exchange Act.

We recognize that the forum selection clause in our amended and restated certificate of incorporation may impose additional litigation costs on shareholders in pursuing any such claims, particularly if the shareholders do not reside in or near the State of Delaware. Additionally, the forum selection clause in our amended and restated certificate of incorporation may limit our shareholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may be costlier and may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our shareholders, although such shareholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our shareholders.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This information statement contains or incorporates by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements under the securities laws, including statements regarding the transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the transactions, the ability of the parties to complete the transactions, the expected benefits of the transactions, including future financial and operating results and strategic benefits, the tax consequences of the transactions, and Combined Co’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others:

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We cannot assure you that the separation and distribution, the merger, or any other transaction described above will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under the section entitled “Risk Factors” in this information statement. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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THE TRANSACTIONS

Background

On November 20, 2023, Jacobs announced entry into a merger agreement (as amended on August 26, 2024) and separation and distribution agreement, which set out a plan to spin-off and combine the SpinCo Business with Amentum, a leading global engineering and technology solutions provider, to create a new, publicly traded government services provider. Jacobs intends to effect the separation through a pro rata distribution to Jacobs’ shareholders of at least 80.1% of the outstanding shares of common stock of SpinCo, a new entity formed to hold the assets and liabilities associated with the SpinCo Business. Upon completion of the distribution and prior to the merger, Jacobs will own up to 19.9% of the outstanding shares of SpinCo common stock and SpinCo will be a separate public company. Immediately following the completion of the distribution, Amentum will merge with and into SpinCo, with SpinCo surviving the merger.

After the merger and any post-closing adjustments necessary to address the additional merger consideration, if any, Jacobs’ shareholders are expected to own between 51% and 55% of the issued and outstanding shares of SpinCo common stock. Jacobs is expected to retain at least 7.5%, and has determined that it does not intend to retain more than 8%, of the issued and outstanding shares of SpinCo common stock after the merger and any post-closing adjustments to the merger consideration, if any. Any additional shares to which Jacobs would otherwise be entitled in excess of 8% of the issued and outstanding shares of SpinCo common stock will be distributed to Jacobs’ shareholders at the time of, or as soon as reasonably practicable following, the consummation of the transactions. Depending on the amount of additional merger consideration to which Amentum Equityholder may become entitled, Amentum Equityholder will hold between 37% and 41.5% of the issued and outstanding shares of SpinCo common stock following the merger and any post-closing adjustments to the merger consideration, if any.

Jacobs currently intends to dispose of all the shares of SpinCo common stock that it retains after the distribution and the merger (expected to be between 7.5% and 8% of the issued and outstanding shares of SpinCo Common Stock), which dispositions may include one or more exchanges for Jacobs debt or distributions to Jacobs’ shareholders.

In connection with the distribution, it is expected that:

The transactions are structured as a Reverse Morris Trust transaction. This transaction structure allows a parent company (in this case, Jacobs) to divest a subsidiary (in this case, SpinCo) in a tax-efficient manner. The first step of such a transaction is a distribution of the subsidiary’s stock to the parent company shareholders (in this case, Jacobs’ distribution of the SpinCo common stock to Jacobs’ shareholders in the distribution). The distributed subsidiary then combines with a third party (in this case, Amentum through the merger). Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company and its shareholders if the transaction structure meets the applicable requirements, including that the parent company shareholders own more than 50% of the stock of Combined Co immediately after the business combination. For information about the material tax consequences resulting from the transactions, see the section entitled “Material U.S. Federal Income Tax Consequences.”

The Reverse Morris Trust transaction structure for the transactions provides a tax-efficient method to separate the SpinCo Business from the rest of Jacobs and combine Amentum and the SpinCo Business.

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On September 13, 2024, the Jacobs Board of Directors approved the distribution of approximately 81% of SpinCo’s issued and outstanding shares of common stock to Jacobs’ shareholders on the basis of one share of SpinCo common stock for every share of Jacobs common stock held as of the close of business on September 23, 2024, the record date for the distribution.

At approximately 4:05 p.m., Eastern Time, on September 27, 2024, the distribution date, each Jacobs shareholder as of the record date will receive one share of SpinCo common stock for every share of Jacobs common stock held at the close of business on the record date for the distribution, as described below. Jacobs’ shareholders will receive cash in lieu of any fractional shares of SpinCo common stock that they would have received after application of this ratio. Upon completion of the separation and distribution, each Jacobs shareholder as of the record date will continue to own shares of Jacobs common stock and will receive a proportionate share of the outstanding common stock of SpinCo to be distributed. You will not be required to make any payment, surrender or exchange your Jacobs common stock or take any other action to receive your shares of SpinCo common stock in the distribution. The distribution of SpinCo common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see the section entitled “The Transactions—Conditions to the Distribution” below.

SpinCo’s Post-Separation Relationship with Jacobs

After the distribution, SpinCo and Jacobs will be separate companies with separate management teams and separate boards of directors. SpinCo and Jacobs have entered into a separation and distribution agreement to effect the separation and distribution, a merger agreement to effect the merger of SpinCo with Amentum, and an employee matters agreement to, among other things, allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans, and other related matters. In addition, we do not expect to depend on Jacobs to conduct our business following the distribution apart from certain limited transitional support services as well as certain shared commercial services provided for under a project services agreement. In order to govern the ongoing relationships between us and Jacobs after the separation and distribution and the merger, and to facilitate an orderly transition, we and Jacobs intend to enter into agreements providing for various services and rights following the separation and distribution and the merger and under which we and Jacobs will agree to indemnify each other against certain liabilities arising from our respective businesses. These agreements include a transition services agreement, a project services agreement, a tax matters agreement, a stockholders agreement with Amentum Equityholder and a registration rights agreement with Jacobs. For additional information regarding the transaction agreements, see the section entitled “Certain Relationships and Related Party Transactions.” We also describe some of the risks of these arrangements under “Risk Factors—Risks Related to the Transactions.”

Reasons for the Transactions

The Jacobs Board of Directors believes that each of the separation and merger of the SpinCo Business with Amentum is in the best interests of Jacobs and its shareholders for a number of reasons, including:

Reasons for the Separation

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Reasons for the Merger

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The Jacobs Board of Directors, as applicable, also considered a number of potentially negative factors in evaluating the transactions, including:

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In determining to pursue the transactions, the Jacobs Board of Directors concluded that the potential benefits of the separation and the transactions outweighed the foregoing factors. See the section entitled “Risk Factors” included elsewhere in this information statement.

Reasons for Jacobs’ Retention of Up to 8% of the Shares of SpinCo Common Stock

In considering the appropriate structure for the transactions, Jacobs determined that, immediately after the distribution is effective, Jacobs will retain up to 19.9% of the outstanding shares of SpinCo common stock. At the effective time of the merger, all issued and outstanding Amentum equity interests will be converted into the right to receive, in the aggregate, (i) a number of fully paid and nonassessable shares of SpinCo common stock equal to the base merger consideration and, (ii) if applicable, any additional merger consideration, in each case rounded down to the nearest whole share. Depending on the amount of additional merger consideration to which Amentum Equityholder may become entitled, (a) Amentum Equityholder will hold between 37% and 41.5% of the issued and outstanding shares of SpinCo common stock following the merger and any post-closing adjustments to the merger consideration, if any, and (b) Jacobs will be entitled to between 7.5% and 12.5% of the issued and outstanding shares of SpinCo common stock.

Jacobs has determined that it does not intend to retain more than 8% of the issued and outstanding shares of SpinCo common stock after the merger and any adjustments to the merger consideration, if any. Any shares to which Jacobs would otherwise be entitled in excess of 8% of the issued and outstanding shares of SpinCo common stock will be distributed, on a pro rata basis, to Jacobs’ shareholders as described in the section entitled “Questions and Answers About the Transactions—What will SpinCo’s relationship be with Jacobs following the distribution?”

If the amount of merger consideration is not finally determined by the effective time of the merger, then the parties intend to deliver the additional merger consideration (if any) through the escrow holding described above. Jacobs currently intends to dispose of all the shares of SpinCo common stock that it retains after the distribution and the merger. Such dispositions may include one or more exchanges for Jacobs debt or distributions to Jacobs’ shareholders. Jacobs’ retention of shares of SpinCo common stock is expected to support the establishment of tailored capital structures for each of Jacobs and SpinCo by (i) providing Jacobs with a valuable asset that can be used to reduce its pro forma debt burden and aggregate liabilities, allowing Jacobs the opportunity to capitalize on strategic opportunities, improve its liquidity, strengthen its balance sheet, achieve its desired leverage target and obtain a more secure credit rating and (ii) providing a means for Jacobs to increase its financial flexibility without increasing the amount of leverage that SpinCo would incur, thereby providing SpinCo with a stronger balance sheet and greater ability to fund growth.

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Formation of SpinCo

SpinCo was formed in Delaware on November 17, 2023, for the purpose of holding Jacobs’ SpinCo Business. As part of the plan to separate the SpinCo Business from the remainder of Jacobs’ businesses, in connection with the internal reorganization, Jacobs plans to transfer the equity interests of certain entities and the assets and liabilities of the SpinCo Business to SpinCo prior to the distribution. For additional information, see the section entitled “The Transactions—Internal Reorganization” below.

When and How You Will Receive the Distribution

Subject to the satisfaction or waiver of the conditions to the distribution, Jacobs expects to distribute at least 80.1% of the outstanding shares of SpinCo common stock at approximately 4:05 p.m., Eastern Time, on September 27, 2024, the distribution date, to all holders of outstanding Jacobs common stock as of the close of business on September 23, 2024, the record date for the distribution. Equiniti Trust Company, LLC will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for SpinCo common stock.

If you own Jacobs common stock as of the close of business on the record date for the distribution, SpinCo common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, the distribution agent will then mail you a direct registration account statement that reflects your shares of SpinCo common stock. If you hold your Jacobs shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares of SpinCo common stock. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to shareholders, as is the case in this distribution. If you sell Jacobs common stock in the “regular-way” market up to the distribution date, you will be selling your right to receive shares of SpinCo common stock in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your Jacobs common stock and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of SpinCo common stock that have been registered in book-entry form in your name.

Most Jacobs’ shareholders hold their common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your Jacobs common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the SpinCo common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

Transferability of Shares You Receive

Shares of SpinCo common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except in certain cases for shares received by persons who may be deemed to be SpinCo’s affiliates. Persons who may be deemed to be SpinCo’s affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with SpinCo, which may include certain of its executive officers or directors. Securities held by SpinCo’s affiliates will be subject to resale restrictions under the Securities Act. SpinCo’s affiliates will be permitted to sell shares of SpinCo common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

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Number of Shares of SpinCo Common Stock You Will Receive

For every share of Jacobs common stock that you own at the close of business on September 23, 2024, the record date for the distribution, you will receive one share of SpinCo common stock on the distribution date. No fractional shares of SpinCo common stock will be distributed. Instead, if you are a registered holder, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by Jacobs or SpinCo, will determine when, how, and through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either Jacobs or SpinCo, and the distribution agent is not an affiliate of either Jacobs or SpinCo. Neither SpinCo nor Jacobs will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.

The net cash proceeds of these sales (after any tax withholding, brokerage charges, commissions and conveyance and similar taxes) of fractional shares will be taxable to U.S. holders for U.S. federal income tax purposes. See the section entitled “Material U.S. Federal Income Tax Consequences—Treatment of the Separation and Distribution” for an explanation of certain material U.S. federal income tax consequences of the distribution. If you hold physical certificates for shares of Jacobs common stock and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the net cash proceeds of the sales. SpinCo estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distribution of the net cash proceeds. If you hold your shares of Jacobs common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Treatment of Jacobs Equity Awards Held by SpinCo Employees and Transferring Directors

The employee matters agreement provides that a portion of the unvested Jacobs restricted stock units (“RSUs”) held by SpinCo employees will accelerate and vest and be settled in Jacobs common stock shortly prior to the record date for the distribution. The accelerated portion of each award is generally a prorated portion that corresponds to the portion of the vesting period that has elapsed prior to the record date for the distribution, based on actual performance for the portion of the performance period that has elapsed prior to the record date for the distribution for performance-based awards, except that certain one-time awards will vest in full, provided that any awards that are scheduled to vest in November 2024 will vest in full, and the portion that accelerates for performance awards scheduled to vest in 2025 and 2026 will be no less than two-thirds and one-third, respectively. The remaining unvested portion of each Jacobs equity award that is not accelerated prior to the distribution will convert to a SpinCo RSU in a manner intended to preserve its value (with any applicable performance metrics deemed met based on actual performance for the portion of the performance period that has elapsed prior to the record date for the distribution) and continue to vest based on service to SpinCo. All Jacobs RSUs held by non-employee directors of Jacobs that will transfer to SpinCo in connection with the transactions (“Transferring Directors”) will accelerate in full and vest and be settled in Jacobs common stock shortly prior to the record date for the distribution.

In addition to the foregoing, all obligations to issue shares in settlement of any Jacobs deferred share awards, including deferred Jacobs RSUs, will be assumed or retained, as applicable, by the entity that assumes or retains the relevant deferred compensation obligations under the applicable deferred compensation plan, as determined in accordance with the provisions of the employee matters agreement. In the case of any such obligations assumed by SpinCo, the deferred share awards will be converted into awards denominated in shares of SpinCo common stock in a manner intended to preserve the awards’ value.

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All other Jacobs equity awards, including any Jacobs stock options, will remain Jacobs equity awards, subject to any adjustments that Jacobs determines necessary to preserve the value of such awards.

Internal Reorganization

As part of the separation, and prior to the distribution, Jacobs and its subsidiaries expect to complete an internal reorganization in order to transfer the SpinCo Business to SpinCo and its subsidiaries in exchange for the assumption of liabilities by SpinCo, the SpinCo common stock increase and the SpinCo cash payment. Among other things, the internal reorganization is expected to result in SpinCo owning, directly or indirectly, the operations currently comprising, and the entities that will conduct the SpinCo Business. The internal reorganization is expected to include various restructuring transactions pursuant to which (1) the operations, assets and liabilities of Jacobs and its subsidiaries used to conduct the SpinCo Business will be separated from the operations, assets and liabilities of Jacobs and its subsidiaries used to conduct the Jacobs Business and (2) such SpinCo Business operations, assets and liabilities will be contributed, transferred or otherwise allocated to SpinCo or one of its direct or indirect subsidiaries. These restructuring transactions may take the form of asset or equity transfers, mergers, demergers, distributions, contributions and similar transactions, and may involve the formation of new subsidiaries in U.S. and non-U.S. jurisdictions to own and operate the SpinCo Business or Jacobs Business in such jurisdictions.

Following the completion of the internal reorganization and immediately prior to the distribution, SpinCo will be the parent company of the entities that are expected to conduct the SpinCo Business, and Jacobs will remain the parent company of the entities that are expected to conduct the Jacobs Business.

Material U.S. Federal Income Tax Consequences of the Separation and Distribution and the Merger

The consummation of the separation and distribution is conditioned upon, among other things, the receipt of the IRS ruling and the distribution tax opinions. If Jacobs receives the distribution tax opinions, and the IRS ruling continues to be valid and in full force and effect, then, in general, for U.S. federal income tax purposes, it is expected that no gain or loss will be recognized by, and no amount will be included in the income of, U.S. holders of Jacobs common stock upon the receipt of SpinCo common stock in the distribution or in any clean-up distribution. Jacobs has received the IRS ruling, which is generally binding, unless the relevant facts or circumstances change prior to closing. The IRS ruling relies on certain facts, assumptions, representations and undertakings from SpinCo, Jacobs, Amentum and Amentum Equityholder regarding the past and future conduct of their respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Jacobs may not be able to rely on the IRS ruling.

The consummation of the merger is conditioned upon the consummation of the transactions contemplated by the separation and distribution agreement and the IRS ruling continuing to be valid and in full force and effect, as well as the receipt by Jacobs and Amentum of the merger tax opinions. The issuance of SpinCo common stock in the merger is not expected to have any U.S. federal income tax consequences for SpinCo or U.S. holders that receive SpinCo common stock in the distribution.

Tax matters are complicated, and the tax consequences of the separation and distribution, the merger and related transactions to a particular Jacobs shareholder will depend on the facts of such shareholder’s situation. See the section entitled “Material U.S. Federal Income Tax Consequences” for additional information on the tax consequences of the separation and distribution, the merger and related transactions. Shareholders are urged also to consult their tax advisors as to the specific tax consequences of the transactions to them.

Results of the Distribution

After the distribution, SpinCo will be an independent, publicly traded company. The actual number of shares to be distributed will be determined no later than immediately prior to the distribution, and will reflect any Jacobs shares issued under Jacobs equity compensation awards and Jacobs share repurchases between the date on which the Jacobs Board of Directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding shares of Jacobs common stock or any rights of Jacobs’ shareholders. No fractional shares of SpinCo common stock will be distributed.

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We have entered into a separation and distribution agreement to effect the separation and distribution and to provide a framework for our relationship with Jacobs after the separation and distribution, a merger agreement to effect the merger, and an employee matters agreement to, among other things, allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and related matters. We will enter into certain other agreements, including a transition services agreement, a project services agreement, a tax matters agreement, a stockholders agreement with Amentum Equityholder and a registration rights agreement with Jacobs. These agreements will provide for the allocation between SpinCo and Jacobs of the assets, employees, liabilities and obligations of Jacobs and its subsidiaries attributable to periods prior to, at and after our separation from Jacobs and will govern the relationship between SpinCo and Jacobs subsequent to the completion of the separation and distribution. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Transactions” and “Certain Relationships and Related Party Transactions.”

Market for SpinCo Common Stock

As of the date of this information statement, SpinCo is a wholly owned subsidiary of Jacobs. Accordingly, no public market for SpinCo common stock currently exists, although a “when-issued” market in SpinCo common stock may develop three business days prior to the distribution. See the section entitled “The Transactions—Trading Between the Record Date and Distribution Date” below. We intend to list our common stock on the NYSE under the symbol “AMTM.” We have not and will not set the initial price of our common stock. The initial price will be established by the public markets.

Neither Jacobs nor SpinCo can predict the price at which SpinCo common stock will trade after the distribution. The combined trading prices, after the distribution, of the shares of SpinCo common stock that each Jacobs shareholder will receive in the distribution, together with the Jacobs common stock held at the record date for the distribution, may not necessarily equal the “regular-way” trading price of the Jacobs common stock immediately prior to the distribution. The price at which SpinCo common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for SpinCo common stock will be determined in the public markets and may be influenced by many factors. See the section entitled “Risk Factors—Risks Related to Our Common Stock.”

Incurrence of Debt

We expect to incur borrowings of senior secured first lien term loans in an aggregate principal amount of $1.13 billion (subject to certain conditions) to raise the SpinCo financing. Approximately $1.00 billion of the proceeds of such financings will be used to distribute the SpinCo cash payment to Jacobs. As a result of such transactions, SpinCo anticipates having approximately $1.13 billion of indebtedness upon completion of the distribution. If the Amentum refinancing transactions are not completed, following the merger, Combined Co would expect to establish the SpinCo financing as an incremental term facility under the existing Amentum first lien credit agreement (as defined below), dated January 31, 2020, which would replace and supersede the original credit agreement that governs the SpinCo financing. If the Amentum refinancing transactions are not completed and the SpinCo financing is not established and documented as an incremental term facility under the existing Amentum first lien credit agreement, the SpinCo financing would remain outstanding under its original credit agreement. As of June 28, 2024 and September 29, 2023, Amentum had approximately $3.27 billion and $3.29 billion, respectively, of first lien term facilities outstanding under the existing Amentum first lien credit agreement and $735.0 million and $885.0 million, respectively, of second lien term facilities outstanding under the existing Amentum second lien credit agreement, with no amounts borrowed under the revolving facility as of both dates. Following the merger, the obligations under the revolving facility, including the incremental revolving facility (as defined below), the first lien term facilities, including the SpinCo financing, the second lien term facilities and certain designated cash management and hedging obligations, would be unconditionally guaranteed on a senior basis by the SpinCo Loan Parties (as defined below), including the Amentum Guarantors, subject to customary exceptions.

In connection with the transactions, Amentum expects to refinance the existing Amentum credit facilities with the proceeds from the new Amentum credit agreement and replace or separately document the SpinCo term

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facility as part of the new SpinCo credit agreement. On July 30, 2024, Amentum Escrow Corporation, a Delaware corporation and newly formed wholly-owned indirect subsidiary of Amentum, priced the Amentum notes in the notes offering, which notes offering closed on August 13, 2024. The proceeds of the notes offering were funded into escrow and will be released from escrow substantially concurrently with the consummation of the merger, subject to the Combined Co Obligors becoming party to the related indenture as issuer or guarantor, as applicable, substantially concurrently with the release. In addition, SpinCo and Amentum have syndicated a $3.75 billion first-lien term facility (inclusive of the SpinCo facility) and, substantially concurrently with the consummation of the transactions, SpinCo expects to enter into, the new Amentum credit agreement. SpinCo also expects to enter into the new SpinCo credit agreement immediately prior to the merger solely to document the SpinCo term facility thereunder, approximately $1.00 billion of the proceeds of which are expected to be used to fund the distribution of the SpinCo cash payment to Jacobs. Upon closing of the transactions, the new SpinCo credit agreement is expected to be superseded and replaced in its entirety by the new Amentum credit agreement and the SpinCo term facility is expected to become part of the first lien term loan facility under the new Amentum credit agreement. The net proceeds of the Amentum notes and the term facilities under the new Amentum credit agreement (not including the proceeds of the SpinCo facility) would be used (i) to repay any remaining outstanding borrowings under the existing Amentum credit facilities and to pay related fees and expenses, which would result in the repayment in full and termination of the existing Amentum credit facilities and (ii) in the case of any remaining proceeds, for general corporate purposes. For more information, see the sections entitled “Description of Material Indebtedness,” “Risk Factors—Risks Related to the Transactions” and “Risk Factors—Risks Related to Our Indebtedness and Credit Markets.”

Trading Between the Record Date and Distribution Date

During a period beginning three business days prior to the distribution and ending on the distribution date, Jacobs expects that there will be two markets in Jacobs common stock: a “regular-way” market and an “ex-distribution” market. Jacobs common stock that trades on the “regular-way” market will trade with an entitlement to SpinCo common stock distributed in the distribution. Jacobs common stock that trades on the “ex-distribution” market will trade without an entitlement to SpinCo common stock distributed in the distribution. Therefore, if you sell shares of Jacobs common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of SpinCo common stock in the distribution. If you own Jacobs common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of SpinCo common stock that you are entitled to receive pursuant to your ownership of shares of Jacobs common stock as of the record date.

Furthermore, during a period beginning three business days prior to the distribution and ending on the distribution date, we expect that there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for SpinCo common stock that will be distributed to holders of Jacobs common stock on the distribution date. If you owned Jacobs common stock at the close of business on the record date for the distribution, you would be entitled to SpinCo common stock distributed pursuant to the distribution. You may trade this entitlement to shares of SpinCo common stock, without trading the Jacobs common stock you own, on the “when-issued” market. On the first trading day following the distribution, “when-issued” trading with respect to SpinCo common stock will end, and “regular-way” trading with respect to SpinCo common stock will begin.

Conditions to the Distribution

The distribution will be effective at approximately 4:05 p.m., Eastern Time, on September 27, 2024, which is the distribution date, provided that the conditions set forth in the separation and distribution agreement have been satisfied (or waived by Jacobs in its sole and absolute discretion, except the condition that the SEC has declared effective the registration statement, which may not be waived without Amentum’s written consent (not to be

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unreasonably withheld, conditioned or delayed) prior to the termination of the merger agreement), including, among others:

Jacobs will have sole and absolute discretion to waive any of the conditions to the distribution, except the condition that the SEC has declared effective the registration statement, which may not be waived without Amentum’s written consent (not to be unreasonably withheld, conditioned or delayed) prior to the termination of the merger agreement. Jacobs does not intend to notify its shareholders of any modifications to the terms of the separation, the distribution or the merger that, in the judgment of its Board of Directors, are not material. For example, the Jacobs Board of Directors might consider material such matters as significant changes to the distribution ratio and the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the Jacobs Board of Directors determines that any modifications by Jacobs materially change the material terms of the distribution, Jacobs will notify Jacobs’ shareholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or circulating or otherwise making available a supplement to this information statement.

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Conditions to the Merger

The merger will be effective at approximately 4:10 p.m., Eastern Time, on September 27, 2024, provided that the conditions set forth in the merger agreement have been satisfied (or waived by Jacobs in its sole and absolute discretion), including, among others:

Additional Conditions to the Obligations of SpinCo and Jacobs

Our and Jacobs’ obligations to consummate the merger are subject to the fulfillment of the following additional conditions:

Additional Conditions to the Obligations of Amentum and Amentum Equityholder

Amentum’s obligations to consummate the merger are subject to the fulfillment of the following additional conditions:

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Each party may waive any of the conditions to its obligations to consummate the merger to the extent permitted by applicable law.

Corporate Information

SpinCo was incorporated in Delaware for the purpose of holding the SpinCo Business in connection with the separation and distribution described in this information statement. Prior to the transfer of the SpinCo Business to SpinCo by Jacobs, which will occur prior to the distribution, SpinCo will have no operations other than those incidental to the separation. The address of Combined Co’s principal executive offices will be 4800 Westfields Blvd., Suite 400, Chantilly, VA 20151. Its telephone number after the distribution will be (703) 579-0410. Combined Co’s internet site after the closing will be www.amentum.com/investor-relations. This website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

Regulatory Approvals

The merger is subject to the HSR Act, which provides that certain transactions may not be completed until Notification and Report Forms are furnished to the Antitrust Division of the DOJ and the U.S. Federal Trade Commission and the applicable HSR waiting period is terminated or expires. Each of Amentum and Jacobs filed their respective Notification and Report Form pursuant to the HSR Act and the applicable HSR waiting period expired on February 16, 2024.

The merger is also subject to certain other regulatory approvals, each of which has been received prior to the date of this information statement.

Reasons for Furnishing This Information Statement

We are furnishing this information statement solely to provide information to Jacobs’ shareholders who will receive shares of our common stock in the distribution. You should not construe this information statement as an inducement or encouragement to buy, hold, or sell any of our securities or any securities of Jacobs. No Jacobs shareholder approval is required or sought for the distribution, and you are not being asked for a proxy.

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DIVIDEND POLICY

After the separation and distribution, we do not expect to declare or pay any cash dividends on our common stock. Any future determination as to the timing, declaration, amount and payment of any dividends will be within the discretion of our Board of Directors, and will depend upon, among other things, our financial condition, earnings, capital requirements of our operating subsidiaries, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our Board of Directors, including legal and contractual restrictions. Moreover, if we determine to pay any dividends in the future, we cannot assure you that we will continue to pay such dividends or the amount of such dividends.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of the SpinCo Business and Amentum as of June 28, 2024, on a historical basis and an unaudited pro forma basis to give effect to the separation and distribution, the merger and the Amentum refinancing transactions, as if they had occurred on June 28, 2024. The historical combined balance sheet data in the following table are derived from the unaudited condensed combined financial statements of the SpinCo Business and the unaudited condensed consolidated financial statements of Amentum that are included elsewhere in this information statement. The unaudited pro forma combined financial information was prepared using the purchase method of accounting, with Amentum treated as the “acquirer” of SpinCo for accounting purposes. The merger transaction accounting adjustments presented below includes the impact of preliminary purchase accounting adjustments. The information presented below does not necessarily reflect what the cash and cash equivalents and capitalization of Combined Co would have been if the transactions had been completed as of June 28, 2024. In addition, the information presented below is not indicative of the future cash and cash equivalents and capitalization of the SpinCo Business, Amentum or Combined Co and may not reflect the cash and cash equivalents and capitalization that would have resulted if Combined Co had operated as an independent, publicly traded company as of June 28, 2024. The pro forma information presented below is derived from the “Unaudited Pro Forma Condensed Combined Financial Statements” that are included elsewhere in this information statement. The following table should be read in conjunction with the sections of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the SpinCo Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Amentum Business”, as well as the historical unaudited condensed combined financial statements of the SpinCo Business and the notes thereto and the historical unaudited condensed consolidated financial statements of Amentum and the notes thereto that are included elsewhere in this information statement.

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SUMMARY HISTORICAL COMBINED FINANCIAL DATA OF THE SPINCO BUSINESS

The summary historical combined statement of operations data of the SpinCo Business for the three and nine months ended June 28, 2024 and June 30, 2023 and the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, the summary historical combined statement of cash flows data for the nine months ended June 28, 2024 and June 30, 2023 and the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021 and the summary historical combined balance sheet data as of June 28, 2024, September 29, 2023 and September 30, 2022 set forth below have been derived from the audited combined financial statements and the unaudited condensed combined financial statements of the SpinCo Business that are included elsewhere in this information statement. The SpinCo Business believes these condensed combined financial statements include all normal recurring adjustments necessary to fairly present the results of the interim periods. The summary historical combined financial data of the SpinCo Business does not necessarily reflect what the results of operations and financial position of the SpinCo Business would have been if the transactions had been completed as of the periods presented and Combined Co had been operated as an independent, publicly traded company during such periods. In addition, the summary historical combined financial data of SpinCo does not reflect changes that we expect the SpinCo Business to experience in the future as a result of the transactions, including changes in the financing, operations, cost structure and personnel needs of the SpinCo Business. Further, the summary historical combined financial data of the SpinCo Business includes allocations of certain Jacobs corporate expenses. The management of the SpinCo Business believes the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expense may not be indicative of the actual level of expense that the SpinCo Business would have incurred if transactions had been completed as of the periods presented and Combined Co had been operated as an independent, publicly traded company or of the costs expected to be incurred in the future. Accordingly, these historical results should not be relied upon as indicators of future performance. The summary historical combined financial data of the SpinCo Business should be read in conjunction with the section of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the SpinCo Business” as well as the audited combined financial statements and the unaudited condensed combined financial statements of the SpinCo Business and the notes thereto that are included elsewhere in this information statement.

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SUMMARY HISTORICAL FINANCIAL DATA OF AMENTUM

The summary historical consolidated statement of operations data of Amentum for the three and nine months ended June 28, 2024 and June 30, 2023 and the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, the summary historical consolidated statement of cash flows for the nine months ended June 28, 2024 and June 30, 2023 and the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021 and the summary historical consolidated balance sheet data as of June 28, 2024, September 29, 2023 and September 30, 2022 set forth below have been derived from the audited consolidated financial statements and the unaudited condensed consolidated financial statements of Amentum that are included elsewhere in this information statement. Amentum believes these condensed combined financial statements include all normal recurring adjustments necessary to fairly present the results of the interim periods. The summary historical consolidated financial data of Amentum does not necessarily reflect what the results of operations and financial position of Amentum would have been if the transactions had been completed as of the periods presented and the combined business had been operated as a publicly traded company during such periods. In addition, the summary historical consolidated financial data of Amentum does not reflect changes that we expect Amentum to experience in the future as a result of the transactions, including changes in the financing, operations, cost structure and personnel needs of Amentum. Accordingly, these historical results should not be relied upon as indicators of future performance. The summary historical consolidated financial data of Amentum should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Amentum Business”, as well as the audited consolidated financial statements and the unaudited condensed consolidated financial statements of Amentum and the notes thereto that are included elsewhere in this information statement.

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