Amentum Holdings (AMTM) FY2025 10-K Risk Factors: 5 New, 18 Dropped

What the changes say

U.S. government spending uncertainty and budget delays directly threaten revenue and operating results.
Global tariffs create supply chain and material cost risks for operations.
Heavy indebtedness reduces business flexibility and increases interest rate vulnerability.

What changed since the prior 10-K

New

NewRisks Related to our Business and Industry
a material adverse effect on our revenue, cash flow 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
Delays in U.S. federal government defense spending and budget decisions could materially reduce our revenue and operating results.
NewRisks Related to our Business and Industry
may not provide adequate coverage, which could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation
Inaccurate engineering judgments or site failures could result in substantial monetary damages and legal liability despite insurance programs.
NewRisks Related to our Business and Industry
Uncertainty over global tariffs, or the financial impact of tariffs, may negatively impact our results
New or increased international and U.S. tariffs could increase material costs and disrupt supply chains for our operations.
NewRisks 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, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operations
Complex data privacy and security regulations governing defense and national security contractors expose us to investigations and monetary penalties.
NewRisks Related to Our Indebtedness and Credit Markets
The Credit Facility consists of our term facility maturing on September 27, 2031 and our revolving facility maturing on September 27, 2029. In August 2024, the Company also completed an offering of $1,000 million in aggregate principal amount of 7.250% senior notes due August 1, 2032
Our term facility maturing in 2031, revolving facility maturing in 2029, and $1,000 million in senior notes limit our financial flexibility.

Dropped

DroppedRisks Related to our Business and Industry
OCIs, and any OCIs that may develop, could preclude our competition for or performance on a significant contract, which could limit our opportunities
OCIs could preclude competition for or performance on significant contracts.
DroppedRisks Related to our Business and Industry
A delay in the completion of the federal government’s budget process, a decline in the federal government budget, changes in spending or budgetary priorities or delays in contract awards may materially adversely affect our business, financial condition and results of operations
DroppedRisks Related to our Business and Industry
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
Federal budget delays, continuing resolutions, or debt ceiling impasses could adversely affect financial results.
DroppedRisks Related to our Business and Industry
We are dependent on third parties to complete many of our contracts
Dependence on task orders under IDIQ multi-year contract vehicles with unfunded ceiling amounts.
DroppedRisks Related to our Business and Industry
If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations
DroppedRisks Related to the Transaction
factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments
DroppedRisks Related to the Transaction
The integration following the Transaction may present significant challenges, and the failure to successfully integrate could have a material adverse effect on our business, financial condition or results of operations
DroppedRisks Related to the Transaction
The CMS Business may not be successfully integrated. The failure to do so could have a material adverse effect on our business, financial condition or results of operations
DroppedRisks Related to the Transaction
The Transaction could have an adverse effect on our business, financial condition and results of operations
DroppedRisks Related to the Transaction
We have incurred significant costs related to the Transaction and the transition to becoming a standalone public company, which could have a material adverse effect on our liquidity, cash flows and operating results
DroppedRisks Related to the Transaction
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 due to the Transaction
DroppedRisks Related to the Transaction
In connection with the Transaction, we are responsible for all the CMS Business assets and liabilities on an “as is,” “where is” basis
Dependence on third-party subcontractors, equipment manufacturers, and suppliers.
DroppedRisks Related to the Transaction
The CMS Business may be negatively impacted if we are unable to provide benefits and services, or access to equivalent financial strength and resources, to the CMS Business that historically have been provided by Jacobs
DroppedRisks Related to the Transaction
We may have been able to receive better terms from unaffiliated third parties than the terms we received in our agreements with Jacobs
DroppedRisks Related to the Transaction
Jacobs may fail to perform under various transaction agreements or we may fail to have the necessary systems and services in place when the transition services agreement expires
Lack of adequate indemnification under the Price-Anderson Nuclear Industries Indemnity Act.
DroppedRisks Related to Our Common Stock
We cannot predict whether large amounts of our common stock will be sold in the open market. 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
DroppedRisks Related to Climate Change
We may be unable to achieve our climate commitments and targets
DroppedRisks Related to Climate Change
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

Reworded

100% rewrittenRisks Related to Our Indebtedness and Credit Markets
We have a significant amount of indebtedness (including associated covenants), which could adversely affect our financial condition or decrease our business flexibility
Updated debt figures by removing specific historical borrowing amounts while retaining risks associated with senior notes and credit facilities.
Was: We have a significant amount of indebtedness, which could adversely affect our financial condition or decrease our business flexibility
91% rewrittenRisks Related to the Transaction
We may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transaction
Updated transaction benefit realization language to state that some benefits are currently being offset by integration costs.
88% rewrittenRisks Related to Regulatory Compliance
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
Added specific mention of Federal Acquisition Regulation changes and shifts toward fixed-price and multiple award contracts.
78% rewrittenRisks Related to Our Common Stock
A significant number of shares of our common stock may be sold or otherwise disposed of, which may cause our stock price to decline
Updated outstanding share count to 243,464,776 shares as of October 3, 2025, and added uncertainty regarding buyer demand.
Was: A significant number of shares of our common stock may be sold or otherwise disposed of, including the shares of our common stock that Jacobs initially owns, which may cause our stock price to decline
77% rewrittenRisks Related to Climate Change
Demand for our services is impacted by economic downturns, reductions in government or private spending and times of political uncertainty
Expanded industry sectors to explicitly include nuclear services such as decommissioning, power solutions, and new nuclear technologies.
65% rewrittenRisks Related to our Business and Industry
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
Updated backlog figure to $47.1 billion as of October 3, 2025, up from $45.0 billion.
57% rewrittenRisks Related to the Transaction
Under the terms of the Transaction, we are restricted from taking certain actions that could adversely affect the intended tax treatment of the transactions, and such restrictions could limit our ability to implement strategic initiatives that otherwise would be beneficial
Streamlined references from 'CMS Business' to 'CMS' in the tax matters agreement restrictions.
46% rewrittenRisks Related to our Business and Industry
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
Added specific risks regarding employee remote and hybrid working arrangements and potential loss of customer trust.
37% rewrittenRisks Related to our Business and Industry
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
30% rewrittenRisks Related to Our Common Stock
Our stock price may be volatile
28% rewrittenRisks Related to Regulatory Compliance
Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks
Was: Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our environmental, social, and governance (“ESG”) and diversity and inclusion-related practices may impose additional costs on us or expose us to new or additional risks
25% rewrittenRisks Related to Acquisitions, Investments, Joint Ventures and Divestitures
Our business strategy relies in part on acquisitions and strategic investments to sustain our growth, as well as targeted divestitures. These transactions present certain risks and uncertainties
Was: Our business strategy relies in part on acquisitions and strategic investments to sustain our growth. These transactions present certain risks and uncertainties
23% rewrittenRisks Related to Climate Change
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
23% rewrittenRisks Related to Acquisitions, Investments, Joint Ventures and Divestitures
An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations

All 55 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Business and Industry

01These 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 operations37% rewritten
02a material adverse effect on our revenue, cash flow 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 resultsNew
03We 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
04Our results of operations depend on the award of new contracts and the timing of the award of these contracts
05Continuing elevated 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
06Our 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
07The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns
08Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations
09The 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 earnings65% rewritten
10may not provide adequate coverage, which could have a material adverse impact on our business, financial condition, and results of operations and damage our reputationNew
11Employee, 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
12Cybersecurity 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 harm46% rewritten
13Uncertainty over global tariffs, or the financial impact of tariffs, may negatively impact our resultsNew

Risks Related to International Operations

14Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies
15Changes 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
16We work in international locations where there are high security risks, which could result in harm to our employees or unanticipated costs

Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures

17Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control
18An impairment charge on our goodwill or intangible assets could have a material adverse impact on our financial position and results of operations23% rewritten
19Our business strategy relies in part on acquisitions and strategic investments to sustain our growth, as well as targeted divestitures. These transactions present certain risks and uncertainties25% rewritten
20If 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 may not continue to successfully expand or the growth or expansion may not result in profitability

Risks Related to Regulatory Compliance

21As 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
22The U.S. federal government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time88% rewritten
23Our 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, require us to change our business practices or otherwise adversely affect our business, financial condition and results of operationsNew
24Increasing scrutiny and changing and conflicting expectations from governmental organizations, customers, and our employees with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks28% rewritten

Risks Related to Our Indebtedness and Credit Markets

25We have a significant amount of indebtedness (including associated covenants), which could adversely affect our financial condition or decrease our business flexibility100% rewritten
26The Credit Facility consists of our term facility maturing on September 27, 2031 and our revolving facility maturing on September 27, 2029. In August 2024, the Company also completed an offering of $1,000 million in aggregate principal amount of 7.250% senior notes due August 1, 2032New
27Restrictions imposed by our senior credit facility limit our ability to operate the business and to finance our future operations or capital needs or to engage in other business activities
28Our credit facility includes variable rates, which subject us to interest rate risk and could cause our debt service obligations to increase and net income and cash flows to correspondingly decrease

Risks Related to the Transaction

29We may not realize the anticipated financial and other benefits, including growth opportunities, expected from the Transaction91% rewritten
30Under the terms of the Transaction, we are restricted from taking certain actions that could adversely affect the intended tax treatment of the transactions, and such restrictions could limit our ability to implement strategic initiatives that otherwise would be beneficial57% rewritten
31Certain of our directors and officers may have conflicts of interest because of their former positions with or financial interests in Jacobs
32Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in corporate opportunities
33Delaware 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

Risks Related to Our Common Stock

34Amentum Equityholder owns a significant percentage of our common stock
35Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock
36There can be no assurance that we will pay dividends on our common stock
37Your percentage of ownership in Amentum may be diluted in the future
38A significant number of shares of our common stock may be sold or otherwise disposed of, which may cause our stock price to decline78% rewritten
39Our stock price may be volatile30% rewritten
40Stock 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

Risks Related to Climate Change

41Climate 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
42We may be affected by market or regulatory responses to climate change
43Demand for our services is impacted by economic downturns, reductions in government or private spending and times of political uncertainty77% rewritten
44We may not be able to protect our intellectual property or that of our customers
45We 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
46Indemnity 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
47Impairment of long-lived assets or restructuring activities may require us to record a significant charge to earnings
48Our success depends, in part, on our ability to work with complex and rapidly changing technologies to meet the needs of our customers
49We 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
50We maintain our cash at financial institutions, often in balances that exceed federally insured limits
51Our businesses could be materially and adversely affected by events outside of our control
52The expiration of our collective bargaining agreements could result in increased operating costs or work disruptions, which could potentially affect our results of operations
53Our benefit plan expenses and obligations may fluctuate depending on various factors, including inflation and changes in levels of interest rates
54Current and future environmental, health, and safety laws could require significant additional costs to achieve or maintain compliance and/or to address liabilities
55A 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 operations23% rewritten

Other Amentum Holdings 10-Ks

FY2024 10-K risk factors
68 risks
U.S. government contracting dependencies and related regulatory, budgetary, and audit risks dominate the company's risk profile.
Filed Dec 17, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.