Hello everyone, and thank you very much for your patience. Today's call will begin shortly. Thank you for standing by. Hello everyone, and welcome to KBR's special investor webcast. My name is Lydia, and I'll be your operator today. After the prepared remarks, there'll be an opportunity to ask questions. If you'd like to participate in the Q&A, you can do so by pressing * followed by the number 1 on your telephone keypad. I'll now hand you over to your host, Jamie DuBray, Vice President of Investor Relations at KBR, to begin. Please go ahead.
Thank you. Good morning and welcome to KBR's special investor webcast. Joining me today are Stuart Bradie, President and Chief Executive Officer, and Mark Sopp, Executive Vice President and Chief Financial Officer. Stuart and Mark will discuss today's announcement regarding our strategic intent to spin off Mission Technology Solutions in support of unlocking meaningful value creation. Please note that we will not be answering any questions related to 2025 financial performance at this time. Today's presentation is available on the investor section of our website at KBR.com. This discussion includes forward-looking statements reflecting KBR's views about future events and their potential impact on performance as outlined on slide 2. These matters involve risks and uncertainties that could cause actual results to differ significantly from these forward-looking statements as discussed in our most recent Form 10-K and other filings available on our website.
This discussion also includes non-GAAP financial measures that the company believes to be useful metrics for investors. I will now turn the call over to Stuart.
Thank you, Jamie. Good morning, and thank you for joining. I will start on slide 3. As you may have seen from our press release today, we are announcing our strategic intent to spin off our Mission Technology Solutions segment into a standalone publicly traded company. This is the culmination of a multi-year strategic transformation whereby we have deliberately created two strong businesses that have innovation, science, technology, and digital engineering as differentiated capabilities. Upon completion of the spin-off, the result will be two independent, pure-play public companies positioned to unlock meaningful shareholder value creation. New KBR will comprise what today is a Sustainable Technology Solutions segment, or STS, and SpinCo will comprise what is today a Mission Technology Solutions segment, or MTS. Both companies will benefit from dedicated focus and independent financial flexibility.
Importantly, this transaction is intended to be tax-free to KBR and its shareholders, and from a timing perspective, it is expected to be completed mid to late 2026. On to slide 4. The decision announced today builds on a decade-long portfolio transformation to simplify KBR and convert into a resilient technology and engineering solutions provider aligned to strong secular growth trends. This has really helped to de-risk the company and has supported stable, predictable earnings growth and associated strong free cash flow over time. Let me provide some background as our history is relevant to our future. In 2015, we began transforming a legacy government services business. We have since continued to scale our high-end technology services portfolio both organically and, as you're well aware, inorganically across the globe, including the strategic acquisition of LINQUIST in 2024.
The acquisitions we made over this time are now fully integrated and performing really well. In 2020, we reshaped STS. Having made the decision to exit lump sum turnkey a few years prior, we set about exiting commoditized services, including direct construction, and really focusing on expanding our IP-protected technology portfolio and leveraging our higher-end engineering and project delivery capability, again globally, across energy security, energy transition, and critical infrastructure. You may recall in early January of this year, we announced a segment realignment, which was the final major step in preparing our business for today's announcement. The results of our decade-long transformation are clear. As revenue has grown from around circa $5 billion to $8 billion over that period, margins have almost doubled from a bit over 6% to a little under 12% in the same period.
Impressively, adjusted EBITDA has grown by over 180% in the same period, with commensurate increases in adjusted EPS and operating cash. I think this clearly demonstrates our consistent focus on continually moving up market and, of course, reaping the commercial benefits of doing so. We drove the portfolio mix towards higher growth, higher margin businesses, divesting non-core assets while acquiring and integrating 13 businesses and realizing meaningful synergies over that period. We also fostered a cultural shift to a high-performing, values-led ethos, attracting and retaining industry-leading talent with an unwavering focus on delivering excellence to our customers. Our people are our most valuable asset and are at the heart of everything we do, and I've said that often. I wish to take this moment to recognize our incredible people, circa 37,000 strong around the world, for their dedication and making this a reality.
That said, we are not an organization that stands still, and the next logical step in our portfolio transformation to unlock incremental value is to enable these two businesses to operate and be owned independently, which will, of course, be achieved via the spin of MTS. This is a nice segue onto slide 5. Our team has successfully built two leading businesses with the necessary scale and strong financial profile to enable us to take this next exciting step. We expect this will unlock further value creation and growth opportunities for both MTS and our remaining STS business, and we see meaningful strategic benefits. First, the spin is expected to enable enhanced strategic and management focus at each standalone entity. New KBR and SpinCo will each build on a strong existing foundation with a focused board and management team, aligned incentives, and increased end-market focus.
Second, the spin is expected to enable greater organizational agility by streamlining decision-making and driving increased accountability while also enabling fit-for-purpose operating models. Third, the spin is expected to better align our capabilities and, importantly, our talent to our customer needs and the goal of increased end-market focus, prioritized commercial resources, and sharpened go-to-market approaches. We anticipate even greater customer intimacy, which is critically important in today's fast-moving environment. Fourth, each business will have greater flexibility to optimize its capital structure and capital allocation policies to best support their respective growth objectives and investment opportunities, including, of course, potential M&A. Finally, New KBR and SpinCo will have distinct investment profiles that we believe will be compelling, allowing each company the opportunity to better align their unique value proposition with a natural shareholder base.
To that end, it is anticipated that the spin will enable New KBR, with attractive growth and margin performance and low capital intensity, to be compared to a more relevant group of peers with similar attributes. The same will apply, of course, to SpinCo. On to slide 6 for a review of the New KBR and SpinCo businesses. We are creating two scaled, independent, pure-play public companies with leading positions in the respective categories, distinct competitive advantages, and compelling long-term secular growth trends. Today, KBR is a highly regarded and trusted global brand, and New KBR, comprising our STS segment, is expected to continue to be a leader in IP-protected process and circular technologies and services, enabling greater energy security, energy transition, circularity, and critical infrastructure across the asset lifecycle.
In the trailing 12 months ending July 4, 2025, our fiscal second quarter ends, the STS segment had reported revenue of $2.2 billion, strong segment-adjusted EBITDA margins of around 22%, which excludes corporate and anticipated standalone costs, and a robust backlog of $3.7 billion. SpinCo, comprising MTS, is expected to continue to be a leading pure-play global government solutions provider with a not-market portfolio aligned to high-demand national security and space priorities with growing budgets. The business is well-positioned to continue to capture growth with a backlog and options totaling $17.8 billion. In the trailing 12 months ending July 4, 2025, the MTS segment had reported revenue of $5.8 billion and adjusted EBITDA margins of around 10%, again excluding corporate and anticipated standalone costs. On to slide 7. Over the next few slides, I will touch on both businesses at a high level, highlighting some key points.
There will be a dedicated investor day for each of the businesses near to completion of the spin-off, where we will, of course, provide a far deeper dive. First, New KBR, a portfolio of trusted, proven IP-protected technologies. It's a global business, a very global business, and it has significant and established presence in key geographies underpinned by a trusted and respected brand. It offers attractive margins, strategic discipline, and strong commercial acumen with low capital intensity, so very attractive attributes. It is increasingly aligned with our customer OpEx and, importantly, CapEx revenue cycles and operates close to customers all around the world, with proximity and access serving as meaningful success factors, given national agendas vary for energy security and transition. Over the past several months, we've enhanced our digital delivery and operational platforms, and we look forward to sharing more of this in the future investor day.
New KBR will continue to offer a good balance of adjusted EBITDA mix and geographical spread, as shown in the pie charts. As a standalone business with $2.2 billion of revenue, double-digit historical growth, all organic, and attractive margins, it is expected that New KBR will offer a best-in-class financial profile. Importantly, this business is a low-capital intensity business, given its focus on licensing its process technologies and asset-like solutions. It is not a catalyst manufacturing business. With CapEx accounting for less than 1% of sales, it produces strong free cash flow and high conversion rates. New KBR will emerge as an independent company with a strong track record of successful risk-adjusted international and domestic joint ventures, including Brennan Industrial Services, which was formed in 2015 to unlock further profitable growth opportunities. On to slide 8.
We have outlined New KBR's capabilities set across its two business platforms, Sustainable Solutions and Sustainable Technologies. We are a subject matter expert and offer a unique full lifecycle customer value proposition to blue-chip customer base globally. We are proud of the relationships we've built, which includes Aramco, BP, Energy Transfer, and Venture Global, to name but a few. In short, New KBR is a solutions provider to a diversified energy chemicals, circularity, and critical infrastructure customer base. On to slide 9 and an overview of SpinCo. SpinCo today is a very different company to the legacy KBR government services business pre-2015. In 2015, readiness and sustainment made up close to 100% of the revenue, and this has grown substantially, but now makes up only 25% as we strategically added deep domain expertise across the defense, intel, and space domains.
The pie charts on the right depict the business and geographical mix. SpinCo is a global business, really important point, with a portfolio of mission-critical, technically enabled capabilities aligned to national security priorities at a time when defense budgets are increasing around the world. This business benefits from a bedrock of long-duration, very sizable contracts that support future earnings and cash generation. With a historical strategic push, both organically and through acquisition, into higher-end solutions in areas like digital interoperability, model-based engineering, connected battlespace, and military space, SpinCo is very well positioned for both growth and margin expansion over time. On to slide 10. Here, we are highlighting SpinCo's high-level capabilities and some of our key customers. Our diverse portfolio is balanced across defense and intel, science and space, and readiness and sustainment capabilities, which support our customers' most challenging missions.
In the U.S., we are a go-to partner for long-tenured customers, including the U.S. Department of Defense, the Navy, Air Force, Army, NASA, and the NRO, and overseas the Ministries of Defense in the UK and Australia, and more. On to slide 11. In connection with the decision to spin off MTS, I'm really excited to announce a few executive leadership updates. Post-spin, I will remain in my current position at New KBR. Beyond the decade-long transformation of KBR, we have been preparing and working towards the day for over a year. We want to ensure the successful execution of this transaction, and to this end, Mark Sopp, our current CFO, will be transitioning into a new role overseeing the spin-off of MTS. Mark has been an absolutely outstanding CFO, a colleague, and a friend, and has been absolutely instrumental in transforming KBR.
He has my, and frankly, all of KBR's thanks. For the spin, he also has the wealth and experience having successfully executed a spin in his prior role before coming to KBR. Mark is ideally suited to lead the spin to completion and to ensure that two strong, capable, and well-positioned standalone public companies emerge. Additionally, I'm also pleased to announce that Shad Evans will transition into the New KBR CFO role effective January 5th, 2026. Post-spin, he will remain the CFO at New KBR. Shad has held a number of senior roles at KBR, including the CFO of STS and Chief Accounting Officer, and is a standing member of the Executive Leadership Team in his current role as SVP of Financial Operations. I have worked closely with Shad over the past five-plus years, and I'm really confident he will help us strengthen our business and execute our priorities.
Congratulations to both Mark and Shad. We have also engaged a leading executive search firm to help identify CEO and CFO candidates for SpinCo, and we will, of course, share updates at the appropriate time. Finally, on to slide 13 and to sum up. The proposed spin-off is intended to be tax-free to KBR and its shareholders. We expect the transaction to be completed by mid to late 2026, and the transaction is subject to review and final approval of KBR's Board of Directors, the filing and effectiveness of a Form 10 registration statement to be filed with the SEC relating to SpinCo, and other customary conditions. We will provide you with updates as we work toward completing the separation and will maintain our continued commitment to our customers, our employees, our partners, and shareholders as we enter this next super exciting phase of our portfolio transformation.
We are very excited about the underlying strength in both businesses, and that is a key point. Both businesses are ready to take the next step and further unlock the potential of our portfolio. Now, we will open the line for questions. Thank you.
Thank you. Please press * followed by the number 1 if you'd like to ask a question, and ensure your devices are muted locally when it's your turn to speak. If you change your mind or your question's already been answered, you can withdraw from the queue by pressing * followed by the number 2. Our first question today comes from Toby Summer with Truist. Please go ahead. Your line is open.
Thank you. I was wondering if you could give us your perspective of the consolidation of the international business into the two STS and MTS and how that's gone over the last several quarters, and whether there will be any changes or you sort of made the right decisions in terms of fit at the time. Thanks.
Thanks, Toby. We, of course, were very deliberate in that action to enable two more standalone entities than we have today to enable what we announced today. The separation and putting the component parts into the relevant elements of STS and MTS has gone extremely well. Both the business models and the synergies that have been realized as a consequence have shown through, and that's now bedded down and working very nicely. We're very pleased with that decision, and it certainly shows the forethought towards the decision that we're announcing today, and I'm pleased to say that has gone really well.
What comparables do you think are best suited, in competitors when you look at the New KBR? What sort of firms do you have in mind?
Yeah, good question. I would say that STS has limited perfect public comps given its unique business model with sort of asset-light, as we said on the call, IP-protected process technologies and circular services that obviously generate leading margins and strong cash flow. The comps that I would point you to are businesses that have the same financial attributes. Typically, we are compared with companies like Lummus and Honeywell's UOP business, but that's very much contained within a broader business base, as you know. Our business uniquely combines attractive features of energy security and energy transition, enables best-in-class engineering design, and, of course, complex project delivery. I would point out, Toby, on that question, I want to be clear that in recent transactions with Ecovyst and Johnson Matthey, they're not comps for STS. They're very much a catalyst business, more asset-heavy.
They're manufacturers, and we've got a very different business mix and profile, as you're aware. We're very much serving diverse end markets aligned to secular growth trends that we've discussed previously with extremely limited CapEx. Very, very different businesses than those types of businesses.
Thank you. Last one from me. You said you hired a search firm to look for leadership of MTS. When did that process begin?
Recently, you know, until we go public, it's difficult to really sort of do that with full throttle and earnest. We typically do what others would do and try to do that on a confidential sort of no-names basis. That process has started, and now it can amp up. Now this news is out. Thank you very much.
Thank you. Our next question comes from Mariana Perez-Mora with Bank of America. Please go ahead.
Good morning, everyone.
Good morning, Mariana.
My first question is more strategically, right? A couple of years ago, you did an investor day that was focused all about this, like, one KBR synergies. I do understand the synergies, and we have discussed the valuation of, like, how some of the parts were naturally unlocked for the two companies separate. You always said it was, like, operational synergies. That was the beauty of having these two businesses together. What happened to that and why now it's different?
It's very different, Mariana, because I guess the piece of the glue that created the synergies we discussed at investor day were contained within what was our international government business, which we, of course, decided to disband and reduce complexity and move the relevant entities and capabilities into STS and MTS in January of this year. That was what has changed from that investor day to where we are today.
When I think about long-term growth and profitability of these two business units, how should we think about that in the next three to five years, or at least the three years that we were talking before, especially for, I'll say, MTS with this changed government environment and some good things like getting lockup extended, but others that it's more challenging to get, like, U.S. Transport Command contracts. On STS, how we think about that, both growth going forward and details about what is there because this has been more of a one-two-line type of business. As a standalone company, if we will see different segments. Last one is, what is the profitability that you expect to see a couple of years from now?
That's a lot of questions in one question, Mariana.
Sorry, I started with growth. I was like, I want to know everything about growth and market.
You'd want to know everything.
Yeah. I mean, today we're not providing any statements around, you know, beyond we reaffirm guidance in the press release for this year. We're not discussing future long-term targets on this call. Of course, there will be standalone investor days for both New KBR and SpinCo later in this process where we'll do a deeper dive. I think it's worth saying without mentioning numbers that, you know, we have seen on the Mission Technology Solutions side during the course of this quarter, a little bit later than expected, but certainly you're seeing a number of announcements of recent awards, which shows, in our view, that we're well-positioned opposite government priorities. That's not just in the U.S., that's internationally as well. Similarly, in the Sustainable Technology Solutions business, we feel that the businesses are building solid backlog for them to continue to perform well.
We'll give updates on numbers and targets as we progress through this process.
Great. Last one from me. I'm making, like, many, many questions, but why did you choose to go for a spin-off versus selling this business to someone else, especially in an industry where M&A and consolidation and this, like, scale and scope strategy for government services has played out so well?
We've always taken a really sort of proactive view of portfolio transformation, and I hope that came through in the prepared remarks as how we transform KBR over time. We've been continually assessing our portfolio, and the decision today builds on really a decade-long transformation. We've really looked at a number of different ways to increase shareholder value, and our assessment through that process, which has been ongoing for some time, again, as you're all aware, today's announcement was the result of that analysis. I'd reiterate that, you know, this will be tax-free to KBR shareholders, which I'm sure everyone's pleased to hear. All the things that we do going forward will ensure that we maintain that tax-free status. This is not a sudden decision. This is a decision that's been contemplated over time. There's been a lot of work associated with this. Great, thank you very much.
Thank you. As a reminder, please press * followed by the number 1 if you'd like to ask a question in today's Q&A session. Our next question comes from Andy Kaplowicz with Citi. Your line is open. Please go ahead.
Hi. Good morning.
Good morning.
This is Natalia on behalf of Andy Kaplowicz. I guess the first question that I'd like to ask is if you can quantify the expected level of stranded or standalone costs post-spin, and how should we think about those as largely near-term transition expenses or ongoing structural overhead?
Hi, Natalia. This is Mark. There will be some transaction expenses that we will incur over time, of course, as is standard with this sort of thing. We'll give, as time progresses, starting with our Q3 earnings report, to the extent we have an outlook for the near term, we'll provide there. In 2026, the bulk of the transaction-related expenses that we'll quantify and enumerate for everybody will occur. Relative to stranded costs, we're going to work very hard to minimize those, of course. There are some dis-synergies that come with two separate companies. There's a pretty well-trodden path in determining those and instantiating those in the two different businesses. We intend to engineer an outcome that delivers a financial profile that is attractive to both companies, together with an attractive capital structure that we are committed to deliver here.
We're not going to overlever the SpinCo or anything like that. We're going to have a responsible capital structure for both. We expect that both businesses will remain cost-competitive through the transaction reflecting those stranded costs. We expect to have margin profiles, to the earlier question, that are consistent with what we now experience. We will, of course, have some cost-cutting opportunities that we'll pursue, as we always do. Having done this before, I'm very confident that the cost-competitiveness part and the increased focus and the bespoke cost structure designs of both will enable that outcome.
Got it. That's helpful. Just to follow up on that, what are the key buckets of the standalone or stranded costs that you anticipate? How quickly do you expect to offset them through either cost takeout or revenue synergies?
The buckets are you have two Board of Directors and two C-suites and things like that. You'll probably have some incremental IT infrastructure spend on both and governance costs to some degrees. That's kind of the pecking order of those categories. We've already are down the path of, you know, I'll talk about this in a moment, but putting together teams that design that and optimize that that are really bespoke to the two businesses as they operate in different markets and have different, you know, dynamics in their end markets today that we will be designing to.
I think it's worth also saying that these businesses have operated for several months as two pretty much standalone entities, which I think really helps with figuring out the level of stranded costs as we go forward. I do think the organizational design around the corporate structures around them, there's a forcing function to allow us to make sure that these are fit for purpose, which really, I think, we will make sure that we're not overburdened on either side as a consequence of that organizational design.
Further to that point, you know, STS and MTS, as two separate segments, have been operating pretty much autonomously in their own right for a long time. Just so you know, we did a reorganization about a year ago, but even before that, you're talking about ERP systems that are fit for purpose for both of those businesses and are well in place today. The overhead support and the G&A support are separated today and are aligned to those end business objectives and market conditions. There is not a lot of dissection that we have to do here to enable the separation out in 9 to 12 months.
Got it. That's super helpful. If I could just squeeze in one more question, right? You previously talked about synergies to keep the business together. How do you think about the potential dis-synergies? Maybe more specifically, just given the inherent lumpiness of your projects and backlog, how do you intend to manage or smooth out that inherent lumpiness across the portfolio of the two sub-entities that are now smaller?
First, I'll say there are not any significant shared contracts between the two today, so there is not an overt dis-synergy of breaking any one program apart. With the reorganization that Stuart mentioned earlier, the portfolios of each are distinct and run separately, and so there's not that need of any breakage.
We have thousands of contracts across each business across the globe with different sort of market drivers in each sort of geographical area that helps us really grow consistently over time. I think we have proven that. We're not overexposed to one contractor or another. That served us very well as to how we position the businesses. Both have these attributes over the past several years, and that's been done very deliberately to mitigate cycle risk. We're not concerned about being overexposed or having concentration risk in terms of one project or one jurisdiction or one customer or one funding stream.
A critical part of the timing of this decision is achieving scale and diversification within each business. We've been very measured and patient to deliver the answer and the setting about it today because of the deliberate globalization of both businesses, the diversification within multiple market streams. You've got OpEx, CapEx mix on the STS side. You've got domestic, international, and multiple lines within MTS. Both have scale, both have diversification to the question relative to any concentration risk.
Got it. Super helpful. Thank you.
Thank you. We have a follow-up question from Toby Summer with Truist. Your line's open.
Thank you. Conceptually, when it comes to leverage, how do you think about the distribution and differences of New KBR in terms of its ability to appropriately sustain certain kinds of leverage as well as SpinCo? We have a public company comp group that's a little bit more visible for SpinCo, so we can look at averages there. STS, as you mentioned in the comparable discussion, not quite as clear.
Yeah, Toby, Mark here. What I would say is, we've got quite some time until the separation or the spin-off itself. What we do between now and then relative to capital deployment can change what I'm about to say by some measure, but I don't think a lot. By its nature, the Mission Technology Solutions business can withstand a little bit more leverage than the Sustainable Technology Solutions business due to the duration of long-term government contracts that you're well aware of. Think about leverage that's, you know, three-handle is sort of the zone we would target relative to that business, and that's consistent with peers you would see. On the Sustainable Technology Solutions side, think about a two-handle number ballpark, which is a business that has great diversity and global reach and things we've mentioned earlier.
It does have some shorter visibility compared to Mission Technology Solutions and with that, a capital structure that is a little bit more conservative. That's how we would initially allocate the capital structures today. Again, that can move a little bit between now and spin date. We consider both of those attractive capital structures in a separate company instance. Thank you very much.
Thank you. We have no further questions, so I'll pass you back over to Stuart Bradie for any closing remarks.
Thank you. Thank you again. I know this was done at short notice, so thank you for making time, and thank you for interesting KBR. We do look forward to successfully executing on our proposed spin and speaking with you next month when we announce our fiscal third quarter results. Of course, we'll update you along the way as this process evolves. Before I finish, I'd quite like to hand over to Mark just to say a few words really relating to his new role. Mark.
Stuart, thanks for the opportunity. Thanks, everyone, for joining us this morning on short notice. First, I'll say it's been an enormous honor and privilege to be the CFO of this company for the past eight and a half years. This is a really great place to work, and it's been a lot of fun, and it's been a lot of hard work. I will say that KBR is very different today than it was eight and a half years ago, and it's been a great honor to be part of the change that has taken place here in such a positive way. I'll also say that it's really exciting for me to have Shad Evans as my successor here.
I've worked with Shad a long time, even before KBR, and I am enormously confident that he is going to be a brilliant CFO for New KBR going forward and the existing KBR until the spin-off date. I think you're going to find that he is very sharp, and he has all the intangibles to make a great CFO, and that's going to be fun to see for everybody, really. With that confidence, I will say that for the spin-off itself, I've had the experience of doing this before. Our General Counsel, Sonia Galindo, sitting right here with me, has done this before, and we have some experience on the team.
What we know is that a separate team that has been constructed already will be focused on the transaction itself, a very professional team that will have and does have already work screens for all the elements that you would expect to make this transaction successful, from legal to tax to accounting to everything like that, as well as taking care of our people in this process. What's really important to us, besides delivering a successful transaction, is to make sure our business leaders stay focused on running the business at hand. That is priority one. We have customers to serve. We have missions to serve with all of our customer sets, and we're going to be very focused on continuing our success there.
Meanwhile, the transaction has a timetable that is normative, and what I really look forward to the most is when we have investor days for both SpinCo MTS and for New KBR STS. We're going to present to you two very compelling investment theses that are going to be different. They're going to be focused on the end markets they serve, and I think you're going to be really excited about it.
Great. No, thank you. Perfect, Mark. With that, I think that concludes today. Thank you again for listening, and I'm sure we'll talk again in the near future. Thank you.
This concludes our call today. Thank you very much for joining. You may now disconnect your line.