Ladies and gentlemen, good morning. My name is Abby, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Jacobs CMS and C&I to merge with Amentum conference call. Today's conference is being recorded, and all lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during that time, simply press the star key followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one a second time. Thank you, and I will now turn the conference over to Jonathan Evans, Vice President of Corporate Development and Investor Relations. You may begin. Thank you. Good morning. Last night, we announced our intention to combine our Critical Mission Solutions and Cyber and Intelligence businesses with Amentum in a Reverse Morris Trust transaction. We have posted a slide presentation on our website, which we'll reference during the call. I would like to refer you to slide two of the presentation material for information about our forward-looking statements and non-GAAP financial measures. Speaking on today's call will be Jacobs' Executive Chair Steve Demetriou, CEO Bob Pragada, and CFO Claudia Jaramillo. Steve will provide an overview of the transaction and provide context on the history, which led to the decision to combine with Amentum. Bob will provide an overview of the strategic rationale for the combination for all stakeholders. Lastly, Claudia will provide key financial details about the transaction. After we conclude prepared remarks, we will open up the call for questions. We have allotted 45 minutes for this call. As we will be hosting our Q4 fiscal year 2023 earnings call in the next hour, please keep all questions to the topic at hand. With that, I'll turn it over to our Executive Chair, Steve Demetriou. Thanks, Jonathan. I'm excited to speak with all of you this morning. Yesterday, we announced a definitive agreement to combine our Critical Mission Solutions and Cyber and Intelligence businesses with Amentum in a Reverse Morris Trust transaction. We strongly believe that this combination represents the highest value for our employees, clients, and our shareholders. Turning to slide 3, while we initially announced the separation of CMS as a spin-off back in May, today's transaction announcement is the outcome of a comprehensive review of all alternatives, including inbound inquiries resulting from that initial announcement. As we progressed the CMS separation initiative, it became evident that our cyber and intelligence unit, part of Divergent Solutions, was better together with CMS. Bob will expand on this point in his remarks. Our board unanimously concluded that the combination with Amentum was the superior path forward and in the best interest for all stakeholders. It creates a leading pure-play government technology solutions company with an enhanced strategic and financial profile. The merger drives an increased level of growth by combining portfolios with highly complementary capabilities and client sets with minimal overlap. The combination benefits from $50 million-$70 million of expected net cost synergies, and this transaction preserves the tax efficiency of a spin-off for Jacobs shareholders. This announcement marks a critical milestone in our Jacobs strategic portfolio transformation that was set in motion back in 2015. Alongside Bob, our board, and other key leaders, we committed to become a more focused, higher-margin company. As you all know, we took several bold actions, including first acquiring CH2M in 2017, second, selling our energy, chemicals, and resources business in 2018, and also acquiring a majority stake in PA Consulting in 2020. Which brings us to today, the creation of a new leading government services provider. So turning to slide 4, over the past several months, I've had the opportunity to spend time with Amentum's leadership and gain a deeper understanding of their business. I've been very impressed with Amentum and their broad and leading-edge capabilities. And importantly, it is evident that our organizations have a shared dedication to providing innovative solutions and serving our clients with excellence. Together, the new company will initially generate approximately $13 billion of annual revenue, with the capabilities to solve the most complex challenges for government clients across the energy, space, cyber, and defense markets. With approximately $50 billion in combined backlog and leading backlog coverage, the company will have a stable foundation of long-term contracts aligned with government's highest priority growth areas, creating substantial scale and a track record to deliver more comprehensive solutions for our clients. I look forward to being part of this journey as Amentum's Executive Chair. John Heller, Amentum CEO, will serve as the CEO of the combined company, and Steve Arnette, EVP and President of CMS, will serve as the COO. The board will be split 50/50 between Jacobs and Amentum's nominees, including myself and John Heller. I look forward to working alongside John, Steve, and the board to ensure we bring that same dedicated focus to successfully standing up this new public company while driving significant value-added strategic opportunities for all stakeholders. With that, I'll turn it over to Bob. Thank you, Steve. Turning to slide 5. In addition to combining CMS with Amentum, we will also be contributing our cyber intelligence unit from Divergent Solutions. Inclusive of Legacy TW, our C&I unit has clear connectivity with both CMS and Amentum, and combined, will create a strategic industry player in the cyber intelligence space. Given growing global security threats- ... The combined platform can deliver unique capability and intelligence, surveillance, and reconnaissance, ISR. We believe this transaction is a great outcome for everyone, including employees, clients, and investors. Advancing to slide 6, Amentum is a global leader in global engineering solutions, complex program management, and solutions integration. Like CMS and C&I, it has a large base of stable, long-term contracts and strong free cash flow conversion. Moving to slide 7, the combined company offers a compelling strategic fit and a highly differentiated business that will create a competitive government services prime. The combination creates a scaled pure-play leader with capabilities and a talent base to differentiate on the largest, most complex opportunities. The combined business will have the opportunity to capitalize on its backlog and pipeline through expanded capabilities and customer sets. Its strengths are aligned to both the U.S. and global government's highest priority areas across energy, space exploration, systems integration, modernization, intelligence analysis, and defense O&M. Like Jacobs, the businesses have low capital intensity and high free cash flow conversion, which we believe will help facilitate expedited deleveraging. Turning to slide 8, the businesses are highly complementary, with a significant combined pipeline, with less than 3% of potential pursuits that overlap with one another. Importantly, the businesses bring deep client relationships with strong evaluation scores, allowing for the ability to drive an agile business strategy to deliver across the program lifecycle. Advancing to slide 9. While the business segments have not yet been decided, we want to provide an illustrative look at the breadth of capabilities and key sectors of the new company. The combined company will be a premier NASA services provider, as well as a solutions integrator with programs supporting all five major intelligence community clients. A leading provider of technology-agnostic solutions for the global nuclear renaissance. It will also be a go-to partner for the U.S. government on complex national security priorities. A truly global leader in logistics and mission support to serve our clients wherever the challenges may arise. And it will be in a strong position to defend against near-peer threats globally, especially in the Indo-Pacific and through program work with AUKUS. Turning to slide 10. We expect net cost synergies of $50 million-$70 million to be achieved after close, with identified synergies through optimization. Both organizations have track records of effective synergy realization, and the parties intend to look for additional opportunities. It is also worth highlighting that Amentum's modern IT infrastructure should allow for seamless integration and allow for CMS and C&I to forego costs that would have been required in a standalone spin-off. Moving to slide 11. Each organization brings an intense focus on the mission and delivery of the highest quality of service to their clients. The organizations share common values, including a commitment to safety, inclusion, and diversity, and creation of enhanced opportunities for the combined employee base. With that, I'll turn it over to Claudia. Thank you, Bob. Please turn to slide 12. The combination strengthens the profile of each company and creates the scale and capability breadth needed to manage clients' largest, most complex challenges. The combined company generated approximately $13 billion in revenue in fiscal year 2023, with minimal contract concentration. The combined company will be a talent powerhouse, with over 50% of employees holding clearance. It will be largely product-agnostic, a services prime with prime roles and contracts representing over 80% of revenue. Advancing to slide 13. The combined business will have near best-in-class backlog coverage and free cash flow conversion, and an attractive margin profile with significant improvement opportunities over time. Let's please turn to slide 14 to recap key details of the transaction. This transaction will be structured as a Reverse Morris Trust that is intended to be tax-free to Jacobs shareholders for U.S. federal income tax purposes and will result in the combined independent company being publicly traded. This is consistent with the tax-free nature of the previously announced plan to separate CMS by means of a spin-off. Jacobs and Jacobs shareholders will own between 58.5% and 63% of the combined company. Jacobs shareholders will own 51%, and Jacobs will retain a stake equal to between 7.5% and 12% of the combined company, based on achievement of the operating profit targets prior to close. Jacobs will also receive $1 billion cash dividend, subject to customary adjustments, as well as additional value through the disposition of the retained stake within 12 months of close. Jacobs remains committed to an investment-grade credit profile, and we expect to use the proceeds from the transaction to repay debt. As for the combined company, it is expected to have a net leverage profile of 3.8 times at close, and we believe there is a clear path to deleveraging below 3 times. This transaction is expected to close in the second half of fiscal year 2024. Closing will be subject to regulatory approvals and other customary closing conditions. In the interim, we will continue with separation, transition, and integration planning and will host an Investor Day prior to closing. Stay tuned for updates in the months ahead. With that, I'll turn it back to Steve. Thank you, Claudia. ... Turning to slide 15. In summary, this is a highly strategic combination that maximizes value for all stakeholders. For our clients, the new company will bring an exceptional track record of providing innovative solutions on the largest, most complex programs, and a highly efficient cost structure and capability set to provide increased value. For employees, this new company will provide strong cultural alignment and shared values, shared mission, and expanded professional growth and development opportunities. And for shareholders, this combination enables participation in the upside of a large, leading pure-play government services provider with differentiated scale and capabilities. Shareholders will also benefit from the expected synergy realization, a tax-efficient transaction with a billion-dollar cash dividend, as well as the additional value from a retained stake. A win-win for all. I look forward to meeting employees and investors in the months ahead as we work towards the successful combination of these two great businesses and ultimately the close of this transaction and its public listing. Operator, please open up the call for questions. Thank you. As a reminder, if you would like to ask a question, press star one on your telephone keypad. If you would like to remove yourself from queue, press star one a second time, and we'll pause for just a moment to compile the Q&A roster. We will take our first question from Chad Dillard with Bernstein. Your line is open. Hi, good morning, guys. Morning, Chad. Morning. So I was hoping you guys could talk a little bit more about just how to think about the growth algorithm, margin profile of the newly public, or I guess, soon-to-be publicly traded company. How to think about cash conversion. Yeah, maybe we can start there. Yeah, maybe I'll address the growth profile, and then Claudia can talk a little bit about the cash conversion. we're excited. If you look at the client sets that both companies participate in there are, it's very complementary, number one. And number two, the combined skill sets really put that growth trajectory into not just competitive, but we would say in the top of industry on what the growth opportunities are. And there's real diversity in the portfolio, too. There's a high concentration that's within the defense departments and kind of the defense industry. But you couple that with the aerospace world and the energy, and specifically in the DOE and some of the other regulated industries, regulated energy industries in Europe, and those have got some strong secular trends around them. So overall we feel strongly about the growth profile. And then from a value standpoint, the margin expansion was what was compelling when we looked at this opportunity. So, Chad, with that, I will only add to the conversion. If you look at the comparisons that we added in our materials, it's important to note how you can look at our track records on the combined company, high cash conversion, and it's really top tier. So it's the strength of our markets and our efficiency in the conversion. Got it, that's helpful. Second question is just about recompetes for both the CMS business and Amentum. Like, as you're looking out over the next, like, 12-18 months, anything notable? Secondly, just how to think about the size of the pipeline, the new combined business. Yeah, the pipeline's strong, and that was another compelling aspect, Chad, is that if you looked at both companies' recompetes, I would say most of them are kind of past us over the course of the next, I think, 18 months. It doesn't have a big component of that $50 billion pipeline that we're looking at. Great. Thank you. We will take our next question from Michael Dudas with Vertical Research. Your line is open. Good morning, Claudia, Steve, Bob. Morning! Hi, good morning. So first, maybe from a more, choosing to partner with Amentum, what are some of the, I guess, you touched on some of the cultural issues, but some of the skill sets that combined can drive maybe better conversion of the pipeline and backlog with things that could supercharge some of the growth and the excitement you, you talked about, Bob, and, and maybe the margin and the, maybe the revenue, the net revenue growth profile? Good. Yeah. So the, I think what Bob was talking about a few minutes ago, that this is an unrivaled combination with the combination of the breadth of mission delivery and the domain expertise that both firms bring. And some of the examples like that you were asking about, are the opportunity to inject technologies and capabilities around 5G, space technology, intelligent asset management, data analytics, digital engineering. The the combination of what both of these firms bring to the megatrends that Bob was alluding to, I think provide a tremendous opportunity, not only for margin enhancement, but significant growth. Maybe one thing to add as well is that it's the first of kind at this scale, government services prime, without an equipment component or an OEM component. So it's a pure-play services business, which is technology agnostic. So kind of take what Steve said and tack on the fact that this is an area to have long-term partnerships with clients, not tied to a specific technology, but more what's going to drive the mission, will be really important. ... I appreciate those comments, guys. And then just a quick follow-up. Shifting C&I and the businesses to the new public company, what are you gonna from the Jacobs ongoing Remain Co, like, what are you gonna miss? Or is there opportunities to have relationships to kind of have maybe have the two companies work together on certain things? I mean, how that plays through and some of the decision relative to lose that for the Remain Co company relative to what's gonna happen with the Amentum and you guys? Yeah, Mike, it's a good question, and it was a decision that initially we had not talked about that when we announced the separation. But when we got the inbound inquiries, and we started to see what the power of, specifically on this one, would be with our C&I business there is a component of that C&I business, it's a big component, that we weren't planning to separate the CMS business when we created Divergent Solutions. But when this opportunity came and now the opportunity to nearly combine with Amentum, a $1.5 billion C&I business that does not have overlap with the Remain Co, it became really compelling. So this is the C-component of our C&I business that is exclusively based on DOD, the intelligence and the security sector, and made a really nice fit. Still allowing for Remain to retain some skills within cyber OT, and where we've really been enabling and accentuating our offering in the infrastructure space. So that, that'll all remain. Excellent. Thanks, Arun. We will take our next question from Jerry Revich with Goldman Sachs. Your line is open. Yes, hi, good morning, everyone. Hi, Jerry. Good morning. Bob, Bob part of the 25 strategy for CMS on a standalone basis was just to drive, structurally higher margins each year. And I'm wondering, as you look at the, Amentum pipeline, how much visibility do you have on a similar potential path to higher margins on a standalone basis, be it in terms of based on what's margined and backlogged? Can you just, peel that onion back for us and just help us understand the profit profile, what's in backlog in Amentum, and maybe just update us on how good you feel about, the CMS standalone, margin improvement cadence based on what's in backlog? Yeah, Jerry, it's a great question. It was actually one of the catalysts for in the evaluation of the inbounds and the assessment that drove us this way. We feel very optimistic that this is gonna not only trend on the same path of that margin expansion trajectory that we had, that we won for for CMS, but now in a standalone form it's likely gonna accelerate with the diversification of skill sets, access to new clients, and an investment profile, that's gonna be similar to pure play competitors, which is also gonna accelerate that margin expansion, too. And in terms of other acquisitions and mergers we've seen in government solutions, the idea has been to essentially improve the resume of the combined entities and go after a bigger TAM. Is there an update that you can share with us in terms of, "Hey, now the combined companies can address an incremental TAM of X, Y, and Z, because we're gonna get the best of both companies from a resume standpoint?" Is there a way to, maybe quantify what that opportunity might look like for the combined entity versus standalone? Yeah. So at a high level, Jerry, the... just recapping again, if you just look at the megatrends around energy, the nuclear renaissance associated with that, as well as the multi-decade remediation decommissioning side, the whole space, the space race renewed, the commercialization, space intelligence, and then go to the defense side with the the near peer threats and the global instability, and then the whole intelligence side with cyber and, and data analytics and, and again, the global instability. And then this tremendous opportunity around digital modernization, IT modernization, hypersonics, et cetera, injecting our combined technologies. We look at that overall as a $1.5 trillion global opportunity, that's made up of those major five areas. Great. Thank you. We will take our next question from Andy Kaplowitz with Citigroup. Your line is open. Hey, good morning, everyone. Congrats on the deal. Morning, Andy. Good morning. How did you decide on the net leverage for the new company? Obviously, it seems a little high for the New Co, but you did talk about deleveraging it quickly. I would assume no debt is coming from Jacobs to the NewC o, and then Jacobs Remain Co will get that $1 billion of cash. So it seems like we'd have a strong balance sheet. What do you do with that extra cash? So, so Andy, I'll first start with the NewC ompany, the combined company. So, this is not inconsistent with the leverage levels that we see in similar transactions in the government services industry. And, with that, I will add that with the very solid cash flow generation and cash flow conversion- ... this is where we have a high degree of confidence that we can deleverage over time. So we see, as I mentioned in the prepared remarks, we expect the business to deleverage, and we see this 3x. And thinking 18-24 months, it's a good time horizon. But again, this is not inconsistent with leverage levels in other transactions in the government services industry. Now, for independent Jacobs, so what we say we just we mentioned the plans for the use of proceeds, and this is the strength of the balance sheet and investment-grade credit profile is very important to maintain optionality and strategic optionality, and that's the main plan at the moment. Okay, and then maybe talking about the synergies, can you give us more color into the $50 million-$70 million? How did you come up with the synergy target, and what does it include? Because I would assume scale alone helps you defray bidding costs, for example. And then how do you think about revenue synergies moving forward, beyond that? Yeah, Andy, that's probably the two biggest areas. There's several but the combined company overhead recoverability just in the rate structure, is going to be a big part of the synergy and the combined indirects that we would be bringing to bear, and that's almost kind of a day one that they can reconcile over a period of quarters. As far as the revenue synergies go Steve mentioned it before, the combined entity being able to have access to a broad range of frameworks with the skill sets, and not kind of get acutely focused on a very specific skill set, is gonna open up those revenue synergies and make the combined entity available are not just qualified, but differentiated to bid on a whole new subset of opportunities that they wouldn't have done individually. So I'd say there was some real energy behind both. Just one quick follow-up to Jerry's question. Do you think the combined margin of the new co could be similar to the peers over time? Over time? I think that, that's, that... The answer is yes. Thank you. We will take our next question from Steven Fisher with UBS. Your line is open. Thanks. Congratulations. I'm just curious how you would frame kind of this transaction different from what you contemplated initially, back in May, when you announced the potential spin. I mean, I don't know if you had assumed that it would have been merged with another entity at that point, but is this structure allowing for maybe more of a dividend than would have been possible? Does it enable maybe a more efficient capital structure, on the Jacobs side, that would, would allow for more capital returns to, to Jacobs shareholders in the future? Just curious how this compares to what you originally contemplated. Yeah, Steve, the short answer is yes, on multiple fronts, and maybe just to start in kind of a couple of key buckets. The first is the horsepower of the combined entity and what it does for the world and our client base. And so that we kind of started with how is this differentiated in the space, and how is it gonna be differentiated amongst its competitive peers? The second, when you incorporated the benefits of the synergies, the cash proceeds, as well as kind of the near and longer-term value for shareholders, it stood out as well. And then the tax benefits were compelling. And so if you kind of looked at that as a pool of benefits and then compared it to what we announced last May, it kind of stood out. Okay. And what will govern the timing of the expected reduction of that 7.5%-12% stake? Will that be done over time or all at once? And are there any particular tax implications of that stake sale? I'm sorry, I missed it. So the equity stake of 7.5-12? Yeah. At the upper end. Yeah, what will govern the timing of? I know it's kind of within 12 months of close, but what will govern the timing of that? Will just that be all at once, or how do you do that? So Steven, that, the 7.5%-12% is linked to our operating profits and is based on the 9 months, so from here until closing. This gives us the ability to benefit from the upside. So that's really it will be fixed at closing. Right. And then as far as the It's more the equity. Right. It's, but as far as how we then disposition that retained stake, is that what you're asking, Steve? Yes, exactly. Oh, yeah. Performance of the company. Yes, within 12 months. For a whole slew of other IRS topics as well. Okay, and just maybe one last clarification. The amount of EBITDA that this business, you have $5.5 billion, 8% margins, is that kind of comparable to what is embedded in the roughly $1.4 billion of EBITDA reported on the Jacobs side? I'm not following the question. Sure. It looks like you have about, you frame this as about $440 million of adjusted EBITDA from CMS and C&I. Is that equivalent to what it would have been reported at within the Jacobs EBITDA for fiscal 2023? ... The standalone? Yeah. The answer is no, Trey. I'm sorry. There was an element of standalone costs that we applied. So, to do a kind of apples to apples comparison of what this EBITDA sat in the EBITDA of today Jacobs, there's some there's some calculations that go back and forth. Got it. Okay. Thank you. We will take our next question from Andy Whitman with Baird. Your line is open. Oh, great. Thank you. I just thought it would be helpful to get some context around the growth rate at Amentum. Could you talk about what, since it's been its own company, what its organic growth rate has been historically? Yeah Andy, I think that would be better for Amentum to address. Just say that kind of broadly these were growth rates that we felt were compelling when we not only looked at it on a standalone basis, but when we combined it with our business as well. Got it. Could you, maybe also talk about... So it looks like, based on the numbers on your slide 12, you're, you're contributing about 40% of the pre-synergy EBITDA, but you're getting about 60% of the equity in the company. So, maybe you can just talk a little bit about, why Jacobs was able to kind of, outperform on its valuation, and is there an implicit, comment there on the relative growth rate of Jacobs compared to Amentum, given that? Yeah, maybe I'll address the first part, Andy, is that this was, I think in relative longer term value consideration of other balance sheet components as well, to include debt. So we went through a pretty detailed negotiation around that and felt like for a starting point, not just for the benefit of the company first, but for the shareholders that was the ratio that we determined was the best for both parties. Got it. And then just maybe a last question here. Can you talk about the amount of fixed versus floating rate debt at the combined Amentum post-spin? Just trying to understand what the cash commitment is going to be given the interest rate environment on this one. Right. Hey, this is Jonathan. I think we're gonna defer on that. The combined company will have a chance to address investors at Investor Day prior to the spin and public offering. And so I think it's probably best to defer to them. There's also an opportunity, obviously, with some deleveraging with the combined company to reassess their capital structure in the future. Okay. Thanks, guys. We'll talk to you in a bit. Sure. Thanks, Andy. We will take our next question from Bert Subin with Stifel. Your line is open. Hey, good morning. Most of my questions have been answered, so just one quick one here. Can you just highlight what costs you expect to bear related to spinning off CMS and C&I this way? I know you're not commenting on earnings, but your guidance implies there's some pretty material costs related to the transaction you're gonna incur in the coming fiscal year. So I'm just curious how that factored in your decision to go this route. So, I want to make sure you're asking about the cost within Jacobs today? That's right. The separation costs? Yeah. I mean, you put in the presentation, I believe that you were expecting Q1, first fiscal quarter earnings to decline 10% year-over-year as a result of costs related to the deal. So I'm just curious what the costs you're absorbing are, sort of how long you've been absorbing them, and how that factored into the decision to go this route of merging with Amentum. So, we're going to cover that in details in our earnings call. Okay. I'll leave it there. Thank you. Yeah, Bert, that. It probably—just if you could hold that because it's probably more pertinent to the RemainCo structure. A s far as how that factored into our decision to pick this opportunity versus the other opportunities that came in, it was not—there wasn't—it wasn't a basis of the selection. T he separation costs are the separation costs, and we were gonna have them regardless. What we were looking for is long-term value for our shareholders and did not make that decision based on near-term costs that either company would occur. That's helpful. Thanks, Bob. We will take our next question from Louie DiPalma with William Blair. Your line is open. Steve, Bob, Claudia, and John, good morning. Hi, Louie. Good morning, Louie. The Department of Justice last year attempted to block Booz Allen's acquisition of Everwatch. Do you anticipate significant antitrust scrutiny given the size of this transaction? I think, Louie, considering that there's less than 3% of overlap between the two portfolios, our answer is no. Sounds good. And one other one. Will RemainCo have very limited exposure to defense outside of PA Consulting? And is there the potential for PA Consulting to divest its defense contracts, so there's absolutely no defense exposure for RemainCo? The answer is that we will still have, and we see it as a positive, Louie. Okay. Our defense clients will still be a strong part of RemainCo. That's not just in the US, but with the UK, Australia, and other areas of the world. It will be in defense infrastructure. And so we are a premier provider of services within the buildings, the infrastructure, the transportation, the water. I t's essentially a city and a place. And so that, where coupled with our digital enablement and all that PA does around the consulting world, will and continues to be a, and will be a critical part of RemainCo. Great. So, weapons exposure will generally be minimal? We won't have any. Excellent. In RemainCo. Great. Thanks. Ladies and gentlemen, that is all the time we have for questions today. I will now turn the call back to Mr. Steve Demetriou for closing remarks. All right. Thank you very much. We're excited about this and look forward. We will be discussing this some more over the coming months. Thank you. Thanks, everyone. Thank you. Ladies and gentlemen, this concludes today's call, and we thank you for your participation.