EX-99.2 6 d855464dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum November 20, 2023


Disclaimer Forward-Looking Statement Disclaimer Non-GAAP Financial Measures and Operating Metrics Certain statements contained in this presentation constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” To supplement the financial results presented in accordance “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” target, goal and similar words are intended to identify forward- with generally accepted accounting principles in the United States looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning our plans to spin off and merge with Amentum (“GAAP”), we present certain non-GAAP financial measures within the the CMS business and the above-referenced portion of the DVS business in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income taxes meaning of Regulation G under the Securities Exchange Act of 1934, as purposes, Jacobs’ and its stockholders respective ownership percentages of the combined company, the amount of cash payment and value to be derived from the disposition amended. These measures are not, and should not be viewed as, of Jacobs’ stake in the combined company, the expected timing, structure and tax treatment of the proposed transaction, our intent to maintain Jacobs’ investment grade substitutes for GAAP financial measures. credit profile, the ability of the parties to complete the proposed transaction, the potential benefits and synergies of the proposed transaction, including future financial and operating results and strategic benefits, the description of the combined company’s anticipated revenue, business and growth opportunities, and the combined company’s This presentation contains certain operating metrics which management plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing. believes are useful in evaluating the transaction. We generally explain these metrics in footnotes when used. Combined Backlog represents Although such statements are based on Jacobs’ and Amentum’s current estimates and expectations, and/or currently available competitive, financial, and economic data, revenue the combined company expects to realize for work to be forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the completed, including work to be completed by their consolidated reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our subsidiaries and the proportionate share of work to be performed by forward-looking statements. unconsolidated joint ventures. Backlog to revenue represents the ratio of combined backlog to the revenue of the separated businesses plus Such factors include uncertainties as to the structure and timing of the proposed transaction, the impact of the proposed transaction on Jacobs and the combined company if Amentum’s revenue. Leverage equals the sum of indebtedness of the proposed transaction is completed, the possibility that the proposed transaction may not qualify for the expected tax treatment, the ability to obtain all required regulatory approvals, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any Amentum and CMS expected to be outstanding at a point in time less cash consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms and cash equivalents as of the same point in time, divided by the adjusted or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the earnings before interest, taxes, depreciation and amortization for the 12- growth expectations of the combined company, the ability of the parties to combine the combined company and to implement its business strategy and realize the expected month period ending on that date. We regularly monitor these operating benefits, including the ability to realize the estimated synergies, the inability of the Company and the combined company to retain and hire key personnel, customers or metrics to evaluate our business, identify trends affecting our business, suppliers while the proposed transaction is pending or after it is completed, as well as other factors related to the combined company business, such as competition from and make strategic decisions, and expect the combined company to existing and future competitors in its target markets, financial market risks that may affect Jacobs or the combined company, including by affecting Jacobs’ or the combined similarly evaluate these metrics. company’s access to capital, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the impact of a possible recession or economic downturn on our results, prospects and Disclaimer of Amentum Information: Certain information contained herei opportunities, and geopolitical events and conflicts, the risk that disruptions from the proposed transaction will impact the Jacobs’ or Amentum’s business, the risk that the n, including the combined company’s expected revenue, the percentage o separation of the CMS business from the Company is more difficult than expected, the risk of a disruption in the Company’s business as a result of the pending proposed f revenue derived from prime contracts, and the combined backlog and transaction, a possible decrease in the trading price of the Company’s and/or the combined company’s shares, as well as factors related to our business or detailed from time pipeline, is based in part on information provided by to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”). The foregoing factors and potential future developments are inherently Amentum in connection with the proposed transaction. Jacobs has not ind uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from ependently verified this information. Information regarding Amentum’s a our forward-looking statements see our Annual Report on Form 10-K for the year ended September 29, 2023, and in particular the discussions contained therein under Item nd CMS’s future expectations of performance, including projected Adj. E 1—Business; Item 1A—Risk Factors; Item 3—Legal Proceedings; and Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, our BITDA margin, and projected leverage ratios, are based on estimates and Quarterly Reports on Form 10-Q, as well as the Company’s other filings with the SEC. The Company is not under any duty to update any of the forward-looking statements assumptions. There can be no assurance that these estimates and after the date of this presentation to conform to actual results, except as required by applicable law. We encourage you to read carefully the risk factors, as well as the assumptions are correct, and you should not unduly rely upon them. financial and business disclosures contained in our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission. ©Jacobs 2023


Transaction Rationale ü Jacobs to spin-off and merge its CMS business with Amentum, creating a new independent, publicly-traded company ü Transaction perimeter includes Jacobs CMS segment plus the closely related Cyber and Intelligence unit (“C&I”) from Divergent Solutions (“DVS”) ü Culmination of a comprehensive review to determine highest value alternative for Jacobs’ shareholders th following inbound inquiries received after spin-off announcement of the CMS segment on May 9 – Creates a scaled pure-play government services engineering and technology leader with an enhanced strategic and financial profile – Drives higher growth by combining portfolios with complementary capabilities and client sets – Benefits from $50-70M of expected net cost synergies – Preserves tax efficiency of a spin for Jacobs’ shareholders ü Transaction marks a critical milestone in Jacobs’ strategic portfolio transformation to a more focused, higher margin portfolio aligned to critical infrastructure tailwinds ü Achieves objective of creating two independent companies after the separation, each positioned for greater success 3 ©Jacobs 2023


Combination Creates a Government Services Prime ~ ~$ $5 50 0B B ~ ~$ $1 13 3B B ~ ~3 3. .7 7x x C Co om mb bi in ne ed d B Ba ac ck kl lo og g F FY Y2 23 3 C Co om mb bi in ne ed d R Re ev ve en nu ue e C Co om mb bi in ne ed d B Ba ac ck kl lo og g C Co ov ve er ra ag ge e Capabilities to solve the most complex challenges for clients across energy, space, cyber, and defense Stable base of long-term contracts with capabilities aligned with governments’ highest priority growth areas Scale and expertise to win transformative opportunities Combined culture with shared values & technical focus with unwavering commitment to clients’ missions ~ ~8 8% % ~ ~$ $1 1. .1 1B B F FY Y2 24 4E E C Co om mb bi in ne ed d A Ad dj j. . E EB BI IT TD DA A F FY Y2 24 4E E C Co om mb bi in ne ed d A Ad dj j. . E EB BI IT TD DA A M Ma ar rg gi in n 4 ©Jacobs 2023


Jacobs CMS + C&I Overview Company Overview Summary Financials Key Statistics § Mission critical support services to key defense, space, energy, commercial and intelligence ~$5.5B customers 2023 Revenue 18k $23B § Marquee contract positions include JETS II (NASA), COMET (NASA), IRES (MDA), Idaho Cleanup Project (DoE), Paducah (DoE) Current Backlog Employees ~8% § Recognized capabilities aligned to global priorities in the areas of national security, space, and nuclear energy, supplemented by expertise in future-oriented high tech areas 2023 Adj. EBITDA Margin ~4.2x >50% § Targeted capabilities in fast-growing cyber, intelligence, and ISR sectors across DOD and FedCiv clients Backlog / Revenue Employees with +96% (FY 2023A) Clearance § Business development driven by relationship-based sales approach and history of past 2023 Free Cash Flow performance, with a growth strategy focused on emerging technologies 1 Conversion 2 Business Mix Separation Perimeter Business Units from DVS Sharing Strategic, Operational and Systems Fit with CMS $0.9B 3 End Market Segment Business Units Rationale 2023 Revenue Energy, Security § Includes segments serving federal / federal civilian customers with clear connectivity and Intelligence and Technology Advanced synergies with CMS RDT&E – Ability to deliver C&I technical capabilities to CMS intelligence and defense community § Cyber and Intelligence Defense 9% Cyber and 85% 35% customers Solutions Telecom 3% Intelligence – Value to key CMS customers including Air Force and Space Force 7% § Most of Technology & 35% 15% – Ability to utilize CMS’ sales organization and GWAC contracts to drive accelerated C&I growth Innovative Solutions In Perimeter 17% and access to larger contracts (i.e., IDIQ vehicles at CMS) Space – Increased resource utilization of support functions through scale in government services 29% 50% § BlackLynx 15%§ Support P&PS customers and are predominately commercial contracts Advanced Engineering, § StreetLight Data § House technologies that are utilized in P&PS end-markets, including water and transportation Energy & Env. Stays w/ Research & Operations § Other Platforms, Technologies and Jacobs Software Solutions 1 2 3 Defined as (Adj. EBITDA – Capex) / Adj. EBITDA. Based on FY23 Adj. EBITDA As of 3/31/23. 5 ©Jacobs 2023


Amentum Overview Company Overview Summary Financials Key Statistics § A leader in global engineering solutions, complex program management, and solutions integration trusted to modernize customers’ most important missions ~$7.9B 30 $27B 2023 Revenue § Marquee contract positions include Hanford, Oak Ridge, Portsmouth, and Savannah River sites Current Single-Award (DoE), Metro (classified), ITEAMS (INDOPACOM), J-TECH II (Air Force), AUTEC (Navy) Backlog Contracts >$1B § Leading capabilities aligned to customer priorities in the areas of digital engineering, intelligence ~8% analytics & operations, counter-UAS, energy, environmental remediation, INDOPACOM, 2023 Adj. EBITDA Margin engineering modernization, and training & simulation 3.4x >50% Backlog / Revenue Employees with § Tenured relationships with all major Federal customers, leading backlog and earnings visibility, +97% (FY 2023A) Clearance broad customer and contract diversity, and best-in-class business development 1 2023 Free Cash Flow Conversion § Headquartered in Chantilly, VA 2 Business Mix Culture Highlights Capability Areas Customer Contract Type ~48% >300 of employees identify as T&M Programs received Intelligence Intel Army female or diverse National Safety Council Mission 11% Cost-Plus 10% 16% Energy & Other 11% Solutions recognition in FY23 Environment Civilian 16% Air 17% 40% 15% 27% Force 62% 10% Fixed 10% DoS Navy Price 32% 14% 9% Other DoD DoE 2022 Disabled Science & 2023 Military Friendly: American Veterans: Technology #1 Employer Patriot Employer 1 2 Defined as (Adj. EBITDA – Capex) / Adj. EBITDA. Mix based on FY23 Adj. EBITDA. 6 ©Jacobs 2023


Compelling Strategic Fit Yields a Highly Differentiated Business Creates a scaled, highly diversified engineering and technology leader with 1 capabilities and talent base to win the largest, most complex opportunities 2 Opportunity to capitalize on combined backlog of ~$50B CMS/C&I Complementary strengths aligned to the government’s highest priority areas + 3 across environmental solutions, space exploration, engineering & modernization, intel analytics and defense modernization $50 - 70 million of highly visible expected net synergies, enhancing operational 4 efficiencies and competitive positioning Compelling financial profile with leading backlog coverage, growth and margin 5 upside and strong FCF to facilitate rapid deleveraging 7 ©Jacobs 2023


Complementary Capabilities to Serve Broad Customer Set Data Fusion & Analytics Complex Systems Integration Engineering & Integration Intelligence & National Rapid ISR & Cyber Solutions Security CMS/C&I Specialized Engineering Health & Humanitarian + Science Significant combined pipeline with <3% overlap R+D Testing and Evaluation Advanced Test & Training Critical Mission Ops Defense Modernization Strengthens and Expands Customer Base CMS / C&I 8 ©Jacobs 2023


Enhanced Portfolio Aligned with Key Growth Areas I In nt te el ll li ig ge en nc ce e, , S Sc ci ie en nc ce e a an nd d T Te ec ch hn no ol lo og gy y E En ne er rg gy y a an nd d E En nv vi ir ro on nm me en nt ta al l S So ol lu ut ti io on ns s M Mi is ss si io on n S So ol lu ut ti io on ns s 2023E Combined Adj. EBITDA ~45% ~30% ~25% % of Total § A leading NASA services provider with comprehensive § A global environmental remediation and nuclear § A go-to partner for the U.S. Government on complex mission solutions energy leader for U.S. federal government and allied national security priorities nations Business § Premier integrator with programs supporting all 5 § Global leader in platform sustainment, logistics, Highlights major Intelligence Community customers§ Delivering solutions across the full span of the energy mission, and test and training systems life cycle Notable Customers § Capabilities aligned with customer priorities in data § At the forefront of next generation developments in § Strategically positioned in geographic areas with analytics, cyber, hypersonics, and autonomy hydrogen, fusion, and small modular reactor budget tailwinds (e.g., APAC) Key Budget technology Priority Areas Note: Not to be considered indicative of future performance post-separation. Based on FY23 Adj. EBITDA. 9 ©Jacobs 2023


Highly Visible Expected Synergies With Track Record of Realization Target Net Cost Synergies % of Revenue ü $50 - 70M of expected net cost synergies to be achieved after close ü Both organizations have track record of effective synergy ~1-2% realization ~0.5% ü Amentum brings fully integrated support and infrastructure to be backbone of public company systems CMS / C&I + Amentum Precedents and accelerate synergy realization ü Additional upside from revenue synergies due to $50 - 70M enhanced skill and capabilities Total Expected Net Cost Synergies High Confidence Based on Combined Track Record and Joint Synergy Planning 10 ©Jacobs 2023 Note: Precedent transactions include (i) CSC’s North American Public Sector Business merging with SRA, (ii) Lockheed’s IS&GS business merging with Leidos, and (iii) DXC Technology’s U.S. Public Sector Business merging with Vencore and KeyPoint


Combined Company Culture and Leadership Team Poised for Success Purpose-driven cultures with unwavering commitment to supporting clients’ missions Performance excellence, forward-thinking solutions, and dependable execution CMS/C&I Uncompromising integrity to do things right + Developing unmatched engineering and technology talent Longstanding commitment to diversity & inclusion with strong safety culture 11 ©Jacobs 2023


Combination Strengthens Public Company Profile (1) Combined CMS/C&I ü A leading pure-play government services 2023 Revenue ~$5.5B ~$8B ~$13B company ~8.3% % 2023 Adj. EBITDA ü Best-in-class earnings visibility 7.7% 7.9% Including RR Expected Margin Net Cost Synergies ü Enhanced customer and contract vehicle Backlog / ~$23B ~$27B ~$50B access enables accelerated growth 2023 Rev. Coverage ~4.2x ~3.4x ~3.7x ü Very limited contract overlap Top 10 Contract ~45% ~30% ~25% Concentration ü Largest contract <5% of Adj. EBITDA % Employees Cleared >50% >50% >50% ü Highly specialized, majority cleared workforce % of Revenue With ~82% ~88% >85% Prime Role 1 Not to be considered indicative of future performance post-separation. 12 ©Jacobs 2023


Leading Scale, Visibility & FCF Generation Relative to Public Peers Combined $15B ~$13B $10B $8B $7B $7B $5B 2023 Reported Revenue CMS/C&I+ Amentum 2023 Reported 7% ~5% 14% 2% 10% (8%) 25% Revenue Growth Backlog Coverage 2.5x ~3.7x 3.5x 2.9x 3.8x 3.2x 1.7x 1 FCF Conversion 89% ~97% 93% 96% 91% 87% 90% 2023 Adj. EBITDA 10.6% 8.3% 10.7% 9.2% 10.7% 10.5% 7.9% Margin EV / 11.2x 16.5x 12.0x 11.4x 10.5x 16.5x FY24 Adj. EBITDA Source: FactSet as of November 17, 2023. 1 Note: Peer financials shown on fiscal year ending September 30. Combined metrics include $60M synergies. SAIC 2023 metrics reflect last twelve months as of August 4, 2023. Parsons EBITDA is adjusted to include stock-based compensation expense. FCF 13 ©Jacobs 2023 reflects Adj. EBITDA less CapEx. Conversion defined as % of Adj. EBITDA.


Transaction Summary § Reverse Morris Trust that is intended to be tax-free to shareholders for U.S. federal income tax purposes § Jacobs and Jacobs shareholders to own up to 63% of combined company – Jacobs shareholders: 51% – Jacobs company retained stake: 7.5% - 12% based on achievement of operating profit targets prior to close Transaction Structure § $1.0B cash dividend to Jacobs at closing § Combined FY24 Adj. EBITDA of approximately $1.1B including $50-70M of expected net cost synergies § Additional value to Jacobs through disposition of retained stake in combined company § ~$4.2B of expected net debt at close, implying ~3.8x net leverage at close with clear path to deleveraging below 3.0x § Steve Demetriou will serve as Executive Chair of the combined company § John Heller (current CEO of Amentum) will serve as CEO of the combined company Management § Dr. Steve Arnette (EVP and President of CMS) will serve as COO of the combined company and Governance § Board initially split 50/50 between Jacobs and Amentum nominees including John Heller § Additional members of the combined company’s senior management team will be drawn from both companies § Transaction expected to close in second half of FY2024 § Closing will be subject to regulatory approvals and other customary closing conditions Timing § Post-closing, combined company will be publicly traded 14 ©Jacobs 2023


Highly Strategic Combination Maximizes Value for all Stakeholders Clients Employees Shareholders n Exceptional track record of providing innovative n Combined leadership team with deep industry n Participation in leading pure-play government services solutions on the largest, most complex programs experience company with differentiated scale, revenue visibility, and free cash flow generation n Deep understanding of client missions and prioritiesn Talented workforce with strong cultural alignment and n Complementary capabilities and client sets yield large shared values growth opportunity n Improved cost structure and capability set provides a more comprehensive solution and value propositionn Expanded professional growth and development n Significant value creation from readily achievable opportunities expected synergies n Allows for greater investment in next-generation technologies and solutionsn Continued commitment to performance excellence, n Intended to be a tax-efficient transaction for Jacobs’ inclusion and diversity, and safety shareholders; $1.0B cash dividend at closing 15 ©Jacobs 2023