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Earnings Conference Call Presentation Q2 FY25 May 7, 2025 Advancing the future together The appearance of U.S. Department of Defense (DOD) visual information does not imply or constitute DOD endorsement.
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2A D V A N C I N G T H E F U T U R E T O G E T H E R Cautionary Note Regarding Forward Looking Statements This presentation contains or incorporates by reference statements that relate to future events and expectations and, as such, could be interpreted to be “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements may be characterized by terminology such as “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 statements of historical fact are statements that could be deemed forward-looking statements, including projections of financial performance; statements of plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that Amentum Holdings, Inc. (the “Company”) intends, expects, projects, believes or anticipates will or may occur in the future. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: changes in U.S. or global economic, financial, business and political conditions, including changes to governmental budgetary priorities and tariffs; our ability to comply with various procurement and other laws and regulations; risks associated with contracts with governmental entities; reviews and audits by the U.S. government and others; changes to our professional reputation and relationship with government agencies; the occurrence of an accident or safety incident; the ability of the Company to control costs, meet performance requirements or contractual schedules, compete effectively or implement its business strategy; the ability of the Company to retain and hire key personnel, and retain and engage key customers and suppliers; the failure to realize the anticipated benefits of the 2024 transaction with Jacobs Solutions Inc.; potential liabilities associated with shareholder litigation or other settlements or investigations; evolving legal, regulatory and tax regimes; and other factors set forth under Item 1A, Risk Factors in our annual report on Form 10-K for the fiscal year ended September 27, 2024, which can be found at the SEC’s website at www.sec.gov or the Investor Relations portion of our website at www.amentum.com (the “Annual Report”), and from time to time in documents that we file with the SEC. 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 the Annual Report. 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. Pro Forma and Non-GAAP Measures This presentation includes the presentation and discussion of pro forma financial information that incorporates the results of Jacobs’ Critical Mission Solutions and Cyber & Intelligence businesses (“CMS”) prepared in accordance with the requirements of Article 11 of Regulation S-X. This presentation also includes the presentation and discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Non- GAAP Effective Tax Rate, and Free Cash Flow, which are not measures of financial performance under Generally Accepted Accounting Principles in the United States (“GAAP”), each of which are pro forma when reporting for the three and six months ended March 29, 2024. These pro forma and non-GAAP measures should be considered only as supplements to, and should not be considered in isolation or used as substitutes for, financial information prepared in accordance with GAAP. Management of the Company believes these pro forma and non-GAAP measures, when read in conjunction with the Company’s financial statements prepared in accordance with GAAP and, where applicable, the reconciliations herein to the most directly comparable GAAP measures, provide useful information to management, investors and other users of the Company’s financial information in evaluating operating results and understanding operating trends by adjusting for the effects of items we do not consider to be indicative of the Company’s ongoing performance, the inclusion of which can obscure underlying trends. Additionally, management of the Company uses such measures in its evaluation of business performance, particularly when comparing performance to past periods, and believes these measures are useful for investors because they facilitate a comparison of financial results from period to period. The computation of pro forma and non-GAAP measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability. Definitions of applicable non-GAAP measures and reconciliations to the most directly comparable GAAP measures are provided in an Appendix to this presentation. Forward Looking Statements and Disclaimers
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3A D V A N C I N G T H E F U T U R E T O G E T H E R 1. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. Solid Q2 Performance Consistent with Expectations Adjusted Diluted EPS1 $0.53 Adjusted EBITDA1 $268 million Free Cash Flow1 $53 million Backlog / YTD Book-to-Bill Ratio $45 billion / 1.0x Revenues $3.5 billion 1 Divestiture of Rapid Solutions Aligns with Strategy, Strengthens Balance Sheet 2 3 4 Q2 FY25 Highlights Continued Demand for Mission-Focused Solutions Across Diversified End-Markets Well-Positioned to Drive Long-term Value for Stakeholders
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4A D V A N C I N G T H E F U T U R E T O G E T H E R $45.0 $44.8 Q4 FY24 Q2 FY25 Backlog and YTD Book-to-Bill ($’s in billions) Business Development and Growth Multiple Intelligence Awards $1+ billion in intelligence contracts, delivering a variety of mission-focused solutions including critical infrastructure management, cyber security and intelligence analysis. These awards illustrate the strong demand for Amentum’s expertise and innovative intelligence solutions. Sizewell C: New U.K. Nuclear Power Station Amentum was selected as the program manager and lead design engineer for Sizewell C, delivering critical engineering and technical services, and modernized infrastructure solutions. The station will have two 1.6 gigawatt reactors capable of supplying electricity to six million homes each year. Multiple IDIQ Task Order Awards $500+ million in awarded IDIQ task orders, including a program with the Naval Surface Warfare Center, leveraging our proven track-record in electromagnetic environmental effects, communication and execution systems, and Amentum’s highly-skilled digital engineers. ~$29 Billion Q2 Pending Awards $35+ Billion FY25 Submits Target Notable Q2 FY25 Awards ~3.2x Backlog Coverage2 1 1.0x 1. Represent combined legacy Amentum and Jacobs CMS metrics. 2. Represents Q2 FY25 ending Backlog divided by last twelve-months Pro Forma Revenues.
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5A D V A N C I N G T H E F U T U R E T O G E T H E R Divestiture of Rapid Solutions Aligns with Strategy, Strengthens Balance Sheet Overview and Rationale • Announced definitive agreement to divest Rapid Solutions product business • $360 million sale price with $325 million expected after-tax proceeds • Expected to close in 2H 2025 subject to customary regulatory approvals and closing conditions • Advances Amentum’s position as a technology agnostic solutions provider • Accounts for ~1% of annual Revenues and Adjusted EBITDA1 Financial Benefits • Strategically aligned to capital light business model • Strengthens balance sheet position and accelerates deleveraging objectives • Accretive to Adjusted Earnings Per Share1 and Free Cash Flow1 • Accelerates path to flexible and opportunistic capital deployment 1. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure.
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6A D V A N C I N G T H E F U T U R E T O G E T H E R $0.51 $0.53 Q2 FY24 Q2 FY25 $260 $268 Q2 FY24 Q2 FY25 Q2 FY25 Financial Performance ADJUSTED EBITDA 1,2 Margin 2 1. $’s in millions. 2. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. 3. Q2 FY24 Non-GAAP financial measures are presented on a pro forma basis. $3,465 $3,491 Q2 FY24 Q2 FY25 REVENUES 1 ADJUSTED DILUTED EPS 2 +1% +3% 3 3 3 Digital Solutions Global Engineering Solutions Increased revenues Higher operating profit 7.5% 7.7% Operating performance +4% Interest and tax expense
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7A D V A N C I N G T H E F U T U R E T O G E T H E R $160 $161 Q2 FY24 Q2 FY25 $2,166 $2,151 Q2 FY24 Q2 FY25 $1,299 $1,340 Q2 FY24 Q2 FY25 $100 $107 Q2 FY24 Q2 FY25 Q2 FY25 Segment Performance Digital Solutions ADJUSTED EBITDA1,2 Margin2 REVENUES1 7.7% 8.0% Global Engineering Solutions ADJUSTED EBITDA1,2 Margin2 REVENUES1 7.4% 7.5% Operational performance New contract awards 3 3 3 3 +3% -1% +1% Increased revenues +7% New contract awards Operational performance Expected contract ramp-down Expected contract ramp-down Growth on existing programs 1. $’s in millions. 2. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. 3. Q2 FY24 Non-GAAP financial measures are presented on a pro forma basis.
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8A D V A N C I N G T H E F U T U R E T O G E T H E R Deleveraging with Robust Free Cash Flow As of March 28, 2025 ($ in millions) Rate Maturity Amount $850M Undrawn RCF S+225 2029 - Term Loan B S+225 2031 $3,750 Senior Unsecured Notes 7.25% 2032 $1,000 Other Debt $12 Gross Debt $4,762 Net Leverage 2 4.0x 1. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. 2. Calculated based on Q2 FY25 ending cash balance of $546 million and LTM Pro Forma Adjusted EBITDA of $1,064 million, which is a non-GAAP measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. $53 million Free Cash Flow1 • $57 million operating cash flow; $4 million capital expenditures • Disciplined working capital management • Impacted by tax and interest payment timing Strong Liquidity Position • $546 million cash on hand • $850 million undrawn revolving credit facility Investing Activities Expected to Provide ~$255M of Incremental Cash • $325 million after-tax divestiture proceeds (expected 2H 2025) • ($70) million payment to Jacobs for closing working capital true-up (Q3 FY25) Q2 FY25 Highlights Target Net Leverage2 of ~3x by FY26 Year End
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9A D V A N C I N G T H E F U T U R E T O G E T H E R Updating Fiscal Year 2025 Outlook and Reaffirming Prior Guidance Mid-Points 1. Represents a non-GAAP financial measure. See Disclosures for additional information and Appendix for definition and reconciliation to the most directly comparable GAAP financial measure. FY25 Revenue Contributions • 98% Existing or Recompete / 2% New Business Income Statement assumptions • Non-GAAP effective tax rate ~24%1 • Interest expense $345M - $355M • Depreciation and amortization $510M - $520M • ~244M diluted weighted average shares outstanding Free Cash Flow1 assumptions • Cash interest $325M - $335M • Tax payments $145M - $165M • Capital expenditures $40M - $45M Quarterly sequential increase in revenue, profitability, and cash generation • 1H to 2H revenue increase of ~3% to be driven by organic growth (including 53rd week); partially offset by Joint Venture transitions and administrative change impacts No significant impact from Rapid Solutions divestiture, based on expected close timing ($’s in millions, except per share data) Guidance Free Cash Flow1 $475 – $525 (Prior $475 - $525) Adjusted Diluted EPS1 $2.00 – $2.20 (Prior $2.00 - $2.20) Adjusted EBITDA1 $1,065 – $1,095 (Prior $1,060 - $1,100) Revenues $13,850 – $14,150 (Prior $13,800 - $14,200) Key Assumptions
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10A D V A N C I N G T H E F U T U R E T O G E T H E R Well-Positioned to Drive Long-term Value for Stakeholders solving our global customers’ largest, most critical and complex challenges in science, security, and sustainability that provides robust customer access, capabilities, past performance, and a competitive cost structure offer full life cycle capabilities in attractive markets with growing budgets of more than 53,000 employees provides innovative solutions for our customers anywhere at any time with a flexible and opportunistic approach to drive sustained value creation Well-positioned to deliver long-term, profitable growth and robust free cash flow with a capital light business model Longstanding, Trusted Partner of Choice An Industry Leader With Differentiated Scale Advanced Engineering and Technology Solutions Highly Skilled Global Workforce Disciplined Capital Deployment Strategy Strong Financial Profile
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Appendix Advancing the future together
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12A D V A N C I N G T H E F U T U R E T O G E T H E R Definitions of Non-GAAP Measures The presentation and discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow are not measures of financial performance under Generally Accepted Accounting Principles in the United States (“GAAP”). These non-GAAP measures should be considered only as supplements to, and should not be considered in isolation or used as a substitute for, financial information prepared in accordance with GAAP. Management believes these non-GAAP measures, when read in conjunction with our consolidated financial statements prepared in accordance with GAAP and the reconciliations herein to the most directly comparable GAAP measures, provide useful information in assessing trends in our ongoing operating performance and may provide greater visibility in understanding the long-term financial performance of the Company. The computation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability. Adjusted EBITDA is defined as GAAP net income attributable to common shareholders adjusted for interest expense and other, net, provision for income taxes, depreciation and amortization, and excludes the following discrete items: • Acquisition, transaction, and integration costs – Represents acquisition, transaction and integration costs, including severance, retention, and other adjustments related to acquisition and integration activities. • Amortization of intangibles – Represents the amortization of intangible assets. • Non-cash GAAP expense (gain) – Represents a non-cash goodwill impairment charge and a non-cash gain on acquisition of controlling interest. • Loss on extinguishment of debt – Represents the write-off of debt discount and debt issuance costs as a result of debt modifications. • Utilization of certain fair market value adjustments assigned in purchase accounting – Represents the periodic utilization of the fair market value adjustments assigned to certain equity method investments and non-controlling interests based on the remaining period of performance for the related contract. • Share-based compensation – Represents non-cash compensation expenses recognized for share based arrangements. Non-GAAP Effective Tax Rate is a defined as provision for income taxes divided by non-GAAP income before income taxes. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenues. Adjusted Net Income is defined as GAAP net income attributable to common shareholders excluding the discrete items listed under Adjusted EBITDA and the related tax impacts. Adjusted Diluted EPS is defined as Adjusted Net Income divided by diluted weighted average number of common shares outstanding. Free Cash Flow is defined as GAAP cash flow provided by operating activities less purchases of property and equipment. In addition to the above non-GAAP financial measures, the Company has included backlog, net bookings, and book-to-bill in this presentation. Backlog is an operational measure representing the estimated amount of future revenues to be recognized under negotiated contracts, and net bookings represent the change in backlog between reporting periods plus reported revenues for the period. Book-to-bill represents net bookings divided by reported revenues for the same period. We believe these metrics are useful for investors because they are an important measure of business development performance and are used by management to conduct and evaluate its business during its regular review of operating results.
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13A D V A N C I N G T H E F U T U R E T O G E T H E R Unaudited Non-GAAP Financials Measures Reconciliation 1. Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. 2. Calculated as net income (loss) attributable to common shareholders divided by revenues. For the Three Months Ended March 28, 2025 As Reported Acquisition, transaction and integration costs Amortization of intangibles Utilization of fair market value adjustments Share-based compensation Non-GAAP results ($ in millions, except per share data and margin percentages) Revenues $3,491 $ — $ — $ — $ — $3,491 Operating income $110 $21 $120 $11 $5 $267 Non-operating expenses, net (86) — — — — (86) Income before income taxes 24 21 120 11 5 181 Provision for income taxes 1 (22) (5) (13) (2) (1) (43) Net income including non-controlling interests 2 16 107 9 4 138 Less: net income (loss) attributable to non-controlling interests 2 — — (10) — (8) Net income (loss) attributable to common shareholders $4 $16 $107 $(1) $4 $130 Basic and diluted income per share attributable to common shareholders $0.02 $0.07 $0.43 — $0.01 $0.53 Basic and diluted weighted average shares outstanding 243 243 243 243 243 243 Net income (loss) attributable to common shareholders $4 $16 $107 $(1) $4 $130 Net income margin 2 0.1% 3.7% Depreciation expense 9 — — — — 9 Amortization of intangibles 120 — (120) — — — Interest expense and other, net 86 — — — — 86 Provision for income taxes 22 5 13 2 1 43 EBITDA (non-GAAP) $241 $21 $ — $1 $5 $268 EBITDA margin 6.9% 7.7%
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14A D V A N C I N G T H E F U T U R E T O G E T H E R Definitions of Pro Forma Non-GAAP Measures The presentation and discussion of Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Pro Forma Adjusted Net Income, and Pro Forma Adjusted Diluted EPS are not measures of financial performance under Generally Accepted Accounting Principles in the United States (“GAAP”). These non-GAAP measures should be considered only as supplements to, and should not be considered in isolation or used as a substitute for, financial information prepared in accordance with GAAP. Management believes these non-GAAP measures, when read in conjunction with our consolidated financial statements prepared in accordance with GAAP and the reconciliations herein to the most directly comparable GAAP measures, provide useful information in assessing trends in our ongoing operating performance and may provide greater visibility in understanding the long-term financial performance of the Company. The computation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability. Pro Forma Adjusted EBITDA is defined as pro forma net income attributable to common shareholders, which incorporates the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X, adjusted for pro forma interest expense and other, net, pro forma provision for income taxes, pro forma depreciation and amortization, and excludes the following discrete pro forma items: • Acquisition, transaction, and integration costs – Represents acquisition, transaction and integration costs, including severance, retention, and other adjustments related to acquisition and integration activities. • Amortization of intangibles – Represents the amortization of intangible assets. • Non-cash GAAP expense (gain) – Represents non-cash goodwill impairment charges and a gain on acquisition of controlling interest. • Loss on extinguishment of debt – Represents the write-off of debt discount and debt issuance costs as a result of debt modifications. • Utilization of certain fair market value adjustments assigned in purchase accounting – Represents the periodic utilization of the fair market value adjustments assigned to certain equity method investments and non-controlling interests based on the remaining period of performance for the related contract. • Share-based compensation – Represents non-cash compensation expenses recognized for share based arrangements. Pro Forma Adjusted EBITDA Margin is defined as Pro Forma Adjusted EBITDA divided by Pro Forma Revenues. Pro Forma Adjusted Net Income is defined as pro forma net income attributable to common shareholders, which incorporates the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X, excluding the pro forma discrete items listed under Pro Forma Adjusted EBITDA and the related pro forma tax impacts. Pro Forma Adjusted Diluted EPS is defined as Pro Forma Adjusted Net Income divided by pro forma diluted weighted average number of common shares outstanding.
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15A D V A N C I N G T H E F U T U R E T O G E T H E R Unaudited Pro Forma Non-GAAP Financials Measures Reconciliation 1. Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. 2. Calculated as net income (loss) attributable to common shareholders divided by revenues. For the Three Months Ended March 29, 2024 Pro Forma results Acquisition, transaction and integration costs Amortization of intangibles Utilization of fair market value adjustments Share-based compensation Pro Forma Non-GAAP results ($ in millions, except per share data and margin percentages) Revenues $3,465 $ — $ — $ — $ — $3,465 Operating income $114 $4 $133 — $3 $254 Non-operating expenses, net (85) — — — — (85) Income before income taxes 29 4 133 — 3 169 Provision for income taxes 1 10 (1) (49) — — (40) Net income including non-controlling interests 39 3 84 — 3 129 Less: net income (loss) attributable to non-controlling interests 1 — — (5) — (4) Net income (loss) attributable to common shareholders $40 $3 $84 $(5) $3 $125 Basic and diluted income (loss) per share attributable to common shareholders $0.16 $0.01 $0.35 $(0.02) $0.01 $0.51 Basic and diluted weighted average shares outstanding 243 243 243 243 243 243 Net income (loss) attributable to common shareholders $40 $3 $84 $(5) $3 $125 Net income margin 2 1.2% 3.6% Depreciation expense 10 — — — — 10 Amortization of intangibles 133 — (133) — — — Interest expense and other, net 85 — — — — 85 Provision for income taxes (10) 1 49 — — 40 EBITDA (non-GAAP) $258 $4 $ — $(5) $3 $260 EBITDA margin 7.4% 7.5%