Greetings. Welcome to the Leidos conference call to discuss the pending acquisition of ENTRUST Solutions Group. A brief question-and-answer session will follow the formal presentation. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker, Stuart Davis, from Investor Relations. Stuart, you may now begin.
Thank you, and good morning, everyone. I appreciate everyone tuning in on such short notice. Joining me on today's call are CEO Tom Bell and CFO Chris Cage. We'll be using the presentation slides that are located on the investor relations portion of our website for today's discussion. Beginning on slide two, today's call will contain forward-looking statements based on the environment as we currently see it, and thus includes risks and uncertainties. Our press release contains more information on the specific risk factors that could cause actual results to differ materially from anticipated results. Also, our presentation includes non-GAAP financial measures. These measures are defined at the back of today's presentation and should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Now, let me turn the call over to Tom, who'll begin on slide four.
Thank you, Stuart, and good morning, everyone. Today marks an important day for Leidos as we move with conviction in execution of our North Star 2030 strategy. We announced the acquisition of ENTRUST Solutions Group, a premier power and energy service provider, in the support of our energy growth pillar. As we discussed on our last earnings call, for more than two decades, Leidos has provided world-class engineering services for commercial electric utilities with a focus on transmission and distribution. And now, with the acquisition of Entrust, we will turbocharge our energy business, which is at the core of this administration's economic agenda. Like us, ENTRUST is a top power and utilities engineering and design firm. They bring a focus on electric and gas infrastructure with a consistent track record of growth and strong profitability.
Their financial performance is underpinned by highly visible revenue streams tied to long-term master service agreements with diversified blue-chip clients across the country. Turning to slide four, there are five primary strategic reasons that ENTRUST is the right acquisition for Leidos now. First, as I already mentioned, it's fully aligned with our well-thought-out North Star 2030 strategy. Second, ENTRUST's capabilities and customers perfectly complement our own thriving energy business. Third, our two businesses are culturally aligned, so we can integrate rapidly and hit the ground running on day one. Fourth, the nation is at the early stages of a transformational investment in our energy infrastructure. Fifth, the energy market is fragmented and beginning to consolidate. Now, Leidos will become a scale player in this market, which will accelerate growth and enhance margins.
Perhaps most importantly, though, this deal generates a strong return on invested capital for our investors, and it preserves our significant balance sheet capacity. Chris will cover this last aspect of the deal shortly. But in the meantime, let me dive a little deeper into the compelling strategic rationale for this move beginning on slide five. When we rolled out our North Star 2030 strategy last year, we identified five growth pillars, each having three distinct characteristics. C ustomer needs and spending would grow robustly, Leidos had a proven ability to perform cutting-edge, profitable work, and Leidos had clear, differentiated technical capabilities that could be actively advanced. Our energy infrastructure business, where we make our nation's electric grid more resilient and more secure, fits that description precisely. Our energy business has long been a hidden gem within Leidos, with its double-digit growth and double-digit margins.
As a growth pillar, we've stepped up investment in our proprietary grid engineering and AI design tools, including Skywire, that makes Leidos' design processes smarter, more efficient, and more effective for our customers. In preparation for today, last year, we divested a non-core legacy energy asset from this growth pillar known as Varec. Now, with the ENTRUST acquisition, we cement our position in exactly the area where the market is growing robustly, and we're confident we can leverage it, leverage AI, Leidos' AI prowess and technical investment to drive top and bottom performance and better serve our customers. I'm excited to increase our exposure and competitiveness in this high-growth, profitable commercial market. Turning to slide six, ENTRUST is the perfect complement to our capabilities and customers. Each of the three revenue pies represented here is enhanced by the combination of our two companies.
Together, Leidos and ENTRUST will create an integrated platform with industry-leading capability, engineering, and program management. Our complementary service offerings will provide a broad range of engineering, design, and analysis support for power generation, power delivery, and gas transmission and distribution. While we share clients among the major utilities, our services are highly complementary, which paves the way for deeper relationships across the power delivery sector. ENTRUST increases our exposure to power, providing entry into the electric power generation and gas. In turn, we see opportunity to expand our core Leidos non-engineering services, especially cyber and IT to ENTRUST customers. Acquisition also expands our national footprint. It allows us to deepen our reach and expanded set of blue-chip companies, customers who are looking for partners in service regions. Turning to slide seven, due diligence revealed a unique cultural alignment between our two businesses.
We approach the market in a similar fashion, measure and drive to the same KPIs, have similar organization structures, and have similar compensation and benefits levels. ENTRUST brings us 3,100 new Leidosians. They possess a great mix of skills and a light focus on flawless program execution, what I call promises made, promises kept. They also share our passion for unparalleled customer understanding to drive superior growth. The key takeaway here is that there is shared excitement about this acquisition across both companies, and our consistent cultures, outlooks, and practices means we can integrate rapidly and deliver on our acquisition business case right out of the gate. Regarding the market we serve, you can see on slide eight that our nation is currently in a robust investment stance for its energy infrastructure.
As noted in the executive order on strengthening the reliability and security of the United States electric grid, the U.S. is experiencing an unprecedented surge in electric demand. This is driven by technological advancements, the expansion of data centers, and an increase in domestic manufacturing. This increase in demand, coupled with the existing capacity challenges, places a significant strain on our nation's power grid. So energy companies are investing more on a sustained basis, both in power generation to meet the massive demand from the AI economy, and transmission and distribution to increase the resilience of aging infrastructure. Together, these forces are driving large capital investments for the decades to come, all of which requires engineering support. And these investments are supported by the administration, which rightly recognizes energy as the fundamental driver of our economy and our national security.
Finally, on slide nine, this transaction will make us a scale player in a market where scale is increasingly important. Our clients require partners that bring the full range of engineering depth, excellent technical and innovation, and geographic reach. Upon closing, we will be the third-largest provider of transmission and distribution engineering services, and the fourth-largest power engineering firm in the country. Importantly, the ENTRUST acquisition also keeps us as a power engineering pure play without exposure to construction risks. In summary, the ENTRUST acquisition marks a significant advancement in our North Star 2030 strategy. It adds depth and breadth to our energy service offerings, which in turn will enable us to more effectively compete for future opportunities in a fast-growing market essential to our nation. This is exactly what our customers need and exactly what this administration is looking for.
With that, I'll now pass the call over to Chris to run through the financial aspects of the transition.
Thank you, Tom, and thank you everyone for joining us today. I'm now on slide 10. This acquisition offers compelling returns for our shareholders. ENTRUST will bring about $650 million in annual revenues at attractive margins, along with clear line of sight to double-digit revenue growth. Together, we are a $1.3 billion powerhouse with the ability to accelerate revenue growth and margins significantly. For example, we can now apply our Skywire AI tool to ENTRUST's accounts, delivering proven savings to date of 30% while improving efficiency for clients. Please turn to slide 11 for the financial highlights of the transaction. We're acquiring ENTRUST for an all-cash purchase price of approximately $2.4 billion.
Net of the present value of a tax asset, this represents a multiple of around 16x ENTRUST's next 12 month EBITDA, which is favorable compared to similar transactions in the market. When factoring expected revenue and cost synergies, we see a tremendous opportunity to unlock value for our shareholders. Considering the impact of one-time transaction-related expenses, the combination is expected to be accretive to adjusted EPS in 2027, with significant accretion thereafter as we realize synergies. Similarly, we are not sacrificing our strong balance sheet with this transaction.... We have a committed bridge facility in place, but we plan to issue $1.4 billion in bonds during the next open window. We expect to finance the remainder of the acquisition with $500 million of cash on hand and $500 million in commercial paper that we would pay down over the course of 2026.
Post-closing, we expect leverage of 2.6x gross debt to trailing 12 months EBITDA on a pro forma basis, which is within our target range and leaves us with plenty of firepower for further capital deployment to drive long-term shareholder value. Finally, in terms of timing, we expect the transaction to close in the second quarter of 2026, subject to regulatory approvals and other customary conditions. With that, Operator, we're ready to take questions.
Thank you. As a reminder, to ask a question, please press star one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Please limit yourself to one question before getting back into the queue. At this time, we will pause momentarily to assemble our roster. The first question comes from Scott Mikus with Melius Research. Please proceed with your question.
Morning, Tom and Chris, it's a nice acquisition. ENTRUST has very good margins. I'm just curious how sustainable those are. You also called out that it has long-term master services agreements, so I'm just curious, how long are those agreements typically?
Hey, Scott. Chris, I'll get started here. I'd say that, on the master agreement side, I mean, they vary, and this is our business model as well. You know, sometimes you're talking three to five-year arrangements, and if you're performing well, those are consistently re-upped. Sometimes there's no end date, right? Those are the relationships that are in place. Regarding the margins, I mean, we've seen steady progress in our business, and as we survey the landscape for companies, it's not unusual to see margins like this.
But this is a well-run business that clearly the work that they do is highly valued by their clients, and what we're most excited about is the ability to bring these two companies together, leverage our technology solutions as part of their delivery offering, and that's what gives us confidence that this has got a lot of runway on the margin side.
Okay. And then a quick one, just is there any overlap or with between the two portfolios or any parts of Entrust that may be non-core, that you could potentially divest after closing the deal?
As we see it right now, Scott, no. The due diligence didn't give us sight of any part of the company that we don't like. The only part of the combined entity that we didn't care for was what I referenced in my prepared remarks, with the divestment of Varec by us last year. But this is a very synergistic merger between the two companies. As I tried to talk about a little bit, it gives us upstream in the energy value stream into power generation, and it gives us an adjacency into the gas transmission and distribution market. And those are the key synergies that we're excited about. We see nothing that isn't core to the business we want to build.
All right. Thank you, and congrats on the deal.
Thanks.
Thank you.
Our next question comes from the line of John Godin with Citi. Your line is now open.
Hey, guys. Thanks for taking my question. I just wanted to follow up on a couple things in the slides, to the extent you can elaborate. You guys mentioned the clear visibility into revenue and cost synergies. I'm curious if there's any way to kind of put a dimension around that, frame that for us. And then there was this comment about significant firepower remaining in the balance sheet for future deals. I just wanted to give you an opportunity to elaborate on that. You know, that kind of struck me as interesting given the size of this deal. Thanks.
Yeah. Hey, John. Sure. This is Chris. Let me get started here. On the balance sheet side, again, as we've talked about in the prepared remarks, 2.6x leverage at close on a, you know, pro forma basis. A part of the financing would be commercial paper, as I pointed out, and that would get paid down over the course of the year. So you can imagine that leverage point by the end of 2026 is even lower than that. So, you know, we're below a target range there. The business that we have is growing, this business is growing, so the capacity will continue to increase. We're not foreshadowing a next move here, but we're saying that, we're not locked out of anything else that we find that could help accelerate the North Star 2030 strategy.
So I think it's just, you know, paying off the hard work, the groundwork we've laid over the last 18-24 months to get the balance sheet in great shape, which gives us tremendous flexibility. Regarding the synergies here, I mean, again, this is two complementary businesses, well run, low execution risk. They plug right in. We'll get them integrated into our common financial BD, HR platforms by the end of 2026. The teams will be off and running. And on the cost synergy side, it's mostly, again, driven by our technology insertion around AI and helping them take manpower away from the engineering effort for their clients. And as Tom alluded to, the gas market opens up for Leidos.
There's cross-selling opportunities there. There's cross-selling opportunities for us in the IT side, which we do for our clients that they don't do today. So there's a lot of touch points for us to expand our reach here.
Yeah, just building on that last point, John, the we're very excited to have 3,100 new Leidosians that have all the tickets, if you will, or the stamps, that they can do this work. And yet, we've been a technology company that have been investing in technology, AI-enabled power engineering, and we feel very good about our opportunity to take those tools into those 3,100 employees and make them ever more efficient, which then gives us better customer satisfaction, more work, and more pennies dropping to the bottom line.
That's great. You guys have done a lot of deals historically. Is there a percentage of revenue that synergies typically kind of, you know, find their way to? Is there any way to kind of put some math around that?
Yeah, I'd say, when we come out, John, if you bear with us, when we come out and lay this into our guidance when the deal closes, we can put more specificity around that. But there's, you know, tens of millions of dollars we ultimately expect will be realized on the synergy front, on the bottom line from these transactions coming together.
Okay, great. Perfect. Thank you.
Our next question comes from the line of Sheila Kahyaoglu with Jefferies. Please proceed with your question.
Good morning, guys, and congratulations on your first deal, Tom.
Thank you, Sheila.
Maybe if you could just talk about, you know, you called out the mid-teens growth rate, if you could elaborate on that a bit more, and how you mentioned scale several times, how that really helps ensure you guys are winning more business. And can you just talk about the overall market size and what you think share growth could look like?
Well, let me start at the end and work my way back, Sheila. The market is growing by leaps and bounds, and of course, we're all at work today or working from home today, knowing that a million Americans are out of power because of this storm that has just hit our country over the weekend. You know, statistically, there's projected to be a one-third increase in electricity demand across the United States over the next five years. That's tremendous demand on an aging infrastructure. The infrastructure today averages 40 years old and has some 409,000 miles of wire and cables to carry that electricity across the United States. So, we know that resilience of that infrastructure is fragile and companies are working hard to invest in revitalizing them.
We also know that cybersecurity is a key demand. One of the things that we're looking forward to bringing into this market on an increased basis as a result of this acquisition is the cybersecurity tools that Leidos is known for as a national defense national security contractor. In terms of scale, as Chris mentioned in his comments, it essentially doubles the size of our business, and it makes us the third largest in transmission and distribution engineering company, and it makes us the fourth in the whole design process. So this gives us the scale and the geographic reach to reach customers.
On customers where there is an existing Leidos relationship and also an existing ENTRUST relationship, we've looked at that as a part of due diligence and can see tremendous synergy even there. We were doing different things for those companies than ENTRUST was doing, and so we see opportunity for us to simply do more for those customers as a one-stop shop, if you will. And so we're very excited about that and the opportunity to expand Leidos into new geographic regions that we were serving, but not with a main focus. So very exciting expansion for Leidos.
All right. Thank you so much.
Thank you, Sheila.
Our next question comes from the line of Ken Herbert of RBC Capital Markets. Please proceed with your question.
Yes. Hey, good morning, Tom and Chris. Congrats on the deal.
Thank you, Ken.
Thanks, Ken.
Hey, I wonder, Tom or Chris, if you can comment on customers, is there any material customer concentration? Or as you look at, you know, customer credits, any unique concern there with the ENTRUST customer base?
In terms of customers, we know the market well, so there's no customers that ENTRUST is bringing us that we don't know who they are or what they're about. It's just they have a privileged position with those customers. And then there's some customers, as I was just saying to Sheila, where we both have relationships, but they're highly complementary and synergistic. In terms of the second part of your question.
That was about credit risk, Ken was asking about, you know, do these guys pay their bills? And the answer is yes. You know, something we looked hard at in diligence, Ken, is, you know, how is their AR turning over? Who's their customer base? And, you know, everything we saw says that they're doing work with, you know, blue-chip clients, and that's something we'll continue to diligently approach as we move forward here. But, you know, to Tom's point, I mean, there is some alignment within the customer sets. We serve similar customers, but we do different things for them, so that's why this, we believe, highly complementary.
As we look at the customer base, are there any customers that are over 10% of sales, or as this more details emerge?
Not that we've identified yet at this point, Ken, so I don't expect that to be the case. But again, as we get this transaction closed and roll out some additional information for you in the coming months, we'll make sure we share any of those highlights. But I don't see that being an issue.
Great. Thanks, Chris.
Thank you.
Line of Peter Arment of Baird. Please proceed with your question.
Yeah, yes. Good morning, Tom, Chris, nice deal. Hey, I s there any disclosure on kind of current backlog? And then, Chris, is the typical contract here fixed price, and what’s the best way to think about that? Thanks.
Yeah. Hey, Peter. First on backlog, I mean, this is a little different business model. We've, we've talked about the master service agreements, and so those are frameworks. Think of those as IDIQ types that put us in the game and allow us to serve a client. But typically, you're gonna see shorter duration projects and tasks underneath that, that might turn over in, you know, in months or certainly inside of a year. You're not going to see many long-term contracts under backlog. So it'll, it'll churn highly, but as we've proven with our business, I mean, you know, it, it is on a nice upward trajectory on growth, and you just got to keep feeding that engine, but we've got a robust business development model to do that. Second part of your question was, remind me. Oh, contract price.
On the fixed price. Yeah.
Yeah. So what you're typically gonna see here is a lot of time and material type of work. I mean, sometimes there's fixed price arrangements. There's no, there's no cost plus here, but it's either gonna be T&M, sometimes you'll have a fixed price arrangement and opportunities, so again, to attract high margin on your, on your delivery performance there. Mm.
Got it. Well, it's still a great model. Congrats, guys.
Low execution risk on these projects. We're talking about things that, you know, again, that's the part that we like the most, is this is a business that can run exceptionally well and you've got, you're not taking on fixed price development efforts whatsoever.
Appreciate it. Thanks.
Thanks, Peter.
Our next question comes from Seth Seifman of J.P. Morgan. Please proceed with your question. Seth, you're still muted. Please check your mute button.
Sorry about it. Can you hear me now?
Hey, Seth. Yeah.
Yeah. Hey, sorry about that, I was muted. So I guess maybe just not being kind of as familiar with this market, maybe can you just walk us through an example of what, you know, one of these agreements is like? And it sounds like, you know, I think we all know that kind of there's a lot of demand for power, and we all see stuff about data centers and need for gas turbines and all that. It sounds like this is more focused on transmission and distribution. So kind of, you know, walk us through what are customers looking for, for you guys to do, and, you know, how that sort of market is what real underlying thing is driving the growth in that part of the transmission and distribution market?
Yeah. Let me go first, Seth, and then we can see if Chris wants to add any color. The key here are these master service agreements, and if you think about traditional government contracting, think of them as an IDIQ. You develop a relationship with a customer, you prove to them that you can do work on smaller projects, and as you deliver, you are invited to do more robust work for that utility. Think of things like redesigning the power distribution cables that come out of a power distribution factory.
Generation.
Think about the transmission lines in your neighborhood. Think about the distribution lines that exist on the large infrastructure that you see around the nation. These are all parts of the value stream that we deliver engineering products for. Sometimes those lines are affected by storms, as we're seeing right now. Sometimes those lines need to be replaced because of aging. Sometimes they need to be moved because of human traffic flows. And so, you have a relationship, you have the capacity, you have the full spectrum of capabilities to satisfy what a utility needs when they have an engineering project, and they don't have the capacity organically inside their own company.
And so if you've built trust with these companies, they contract with you, as Chris said, in a time and material type of fashion, under your master service agreement to provide the engineering to them. Key is, as I mentioned before, is having the stamps, having the qualifications to do the work, and with our technology investments that we've made in this business in the past, now we believe the utilities we serve will have the benefit of having the AI technology, the technology tools we have, and possibly the cybersecurity tools that we can deploy into those companies and into those projects. I hope that kind of helps.
Yeah, Seth, let me just add one thing. When you think about major capital projects for utilities, as the demand signal is rising and there needs to be more generation capacity brought onto the grid, about 5% of the budgets to build those capital projects is tied to the engineering effort. Okay? So that's where we're serving. That's the spot where we're serving. So that's the, you know, you think about the billions and ultimately trillions, that's going to be invested in hardening the grid, new, new generation capacity. You've got to get that energy from the generating asset into a substation, into the ultimate end user, whether that's a data center or a home, etc .
And so we're with ENTRUST now, we're playing across that whole value chain on the engineering and design side, and the demand signal is very robust, and that's, you know, again, without taking any of the construction risk on digging the building the actual capital projects.
Keith, I mentioned this in my prepared remarks. This doesn't give us exposure to construction risk. We're not getting into the utility construction business. That's something we don't think is core to us. And so this is a pure play, power engineering, gas engineering play for us in a complementary fashion.
Great. Thank you very much. That's helpful.
Yeah. Yep.
Comes from the line of Tobey Sommer of Truist. Please proceed with your question.
Could you describe how you may be able to target growth faster than the market? Is this a question of amplifying and growing the sales team? You know, the combination enabling better performance and responsiveness to your customers? How do you differentiate yourself from a growth perspective within the market?
I think the key is capacity. Having capacity is the key, Tobey. And this is an area where utilities want folks that are in their geographic region. As you can appreciate, every state, every municipality has slight tweaks to their engineering demands and the specifications with which energy is transmitted through their area. And so having that local understanding and then having the capacity to serve the market will give us a position to not only capture the one-third increase in spend on the top line, but also do more for these customers over the next five, 10 years. And that's really the key here. And that's why I said in my prepared remarks that scale is increasingly important because the utility customers don't want to go to five shops to do a job.
They would love to come to one shop and have you do it all, and that's what this puts us in the position to do.
As we've already talked about with our technology insertion, that, you know, not only adds capacity, but it adds competitiveness to make sure we're delivering, you know, at the most affordable rates, to be able to and share that savings between our customers and Leidos, ultimately. So I think those are some of the foundational aspects that will help us scale this business up on the trajectory it's in.
So my follow-up would be around your cyber and other AI opportunities. In your existing business, has that added capability led to project or customer wins, such that it's, you know, is a source of differentiation within the market?
Yes, and one area I mentioned in my prepared remarks was IT services. Obviously, another core of Leidos is providing IT services, and we've had the great success of being able to deliver IT services for some of our utilities now. That's an area that ENTRUST doesn't do, and we look forward to working with and talking to their customers about possibly also helping them with their IT infrastructure. And again, once you help those customers with their IT infrastructure, then cyber resilience is, again, very critical, and we have tools and techniques to help those customers with that issue. So yes, in short.
Thank you.
Thanks, Tobey.
Our next question comes from the line of Jonathan Siegmann with Stifel. Please proceed with your question.
Hey, good morning, Tom, Chris. Congratulations on the transaction.
Good morning.
Thank you.
So the company has had a long history and good success of building scale. Looks like you're doing it again in this business. Just at a real high level, what are you most excited about? Is it the revenue or the cost side that you really think is gonna be the kicker here? And then when we think about what we, as external observers, will have, do you intend to maybe give some more transparency on the business as it grows? Thank you very much.
Yeah. Thank you. The thing I'm most excited about is positioning Leidos to really be a player in helping this nation in a critical national security area. Our president and the EO I referenced in my prepared remarks has made it very clear that electrical and energy security is national security. We are a national security company at our core, and we've always had this crown jewel, but now this gives us scale. And it gives us scale at a time and a place when the demand is robust and the administrative support is so keen. And so I am very excited about positioning Leidos to be able to serve another aspect of this government's need to secure the homeland and make sure that our energy grid is as resilient and secure as possible. Chris?
Yeah, no, I mean, I would say you asked if we're more excited about revenue or, or cost side, and I'd say both, but, I mean, this is predominantly around growth and scaling up this business. We've given you a little bit of visibility around our energy business in the past, you know, number of quarters. You'll hear more from us, obviously, about that going forward, because this does move the needle. This has the power on a combined basis to really improve the overall growth rate and margin trajectory for Leidos, and so we're very excited about that. But, you know, the primary thing we expect out of this team and this combined business is to really drive the growth.
The cost synergy side will take care of itself, and that's not eliminating positions, that's applying technology. So, you know, it's, we've got a clear recipe for success there.
Exciting news. Thank you.
Thank you, Jonathan.
Our next question comes from the line of Noah Poponak with Goldman Sachs. Please proceed with your question.
Hey, good morning, everyone.
Good morning.
Good morning.
Tom, I guess at a high level, you know, when you came into the company, the company had, prior to your arrival, had done some M&A that took write-downs and or ended up having, you know, some question marks. And you obviously have a great balance sheet and cash flow profile that your investors like. Can you talk a little bit about how this is different than the past, or your level of confidence and visibility that this is different than the past, and why this. A little bit more about how you feel, you know this fits that improved strategy compared to, you know, some of the M&A historically.
Yeah. Thank you for that, and happy to, Noah. So obviously, as you referenced, I joined the company in 2023, and at the time, I made very clear that I thought we had enough on our plate that I wanted to prove we could digest it effectively. And so we set about instilling a promises made, promises kept culture at Leidos, and we improved margins on the book of business that we had in hand at the time. In 2024, as you know, we afforded ourselves the luxury of undertaking the year of deep strategic thinking, which uncovered five very specific growth pillars that we knew customer needs were growing, Leidos could serve those customer needs and make good money doing it. One of those was energy.
I think that was a surprise to many people, but as we looked to our hidden jewels within Leidos, we knew we had this key capability in our energy infrastructure business, and we knew that the grid was becoming more and more of a national priority, and so it became one of our growth pillars. I have high confidence that we won't stub our toe in this acquisition for two primary reasons. We've done that due diligence, eyes wide open, not just on an opportunistic "Hey, there's an asset available, do you want to buy it?" But really going out and cultivating the market to find the acquisition that was most synergistic to what we were today and what we wanted to become tomorrow. And that's how we found ENTRUST. I want to be clear with that. ENTRUST didn't come to us.
We went out and cultivated the market to find ENTRUST. And then second, this is going to be in our homeland security business, our homeland business. That is now the same leadership team that essentially did the Kudu acquisition last year and was very accretive from day one. And so we're very excited about the muscle memory that this leadership team has exhibited, their ability to do rapid integration and provide synergies very quickly. And I'm very confident in that leadership team delivering the same, even though the scale of this is bigger.
I appreciate all that detail. Just one follow-up on the margins. Could you elaborate a little bit on how the legacy ENTRUST margins are where they are compared to the legacy Leidos energy infrastructure margin? And then in your slide on the pro forma, that the high teens kind of splits the difference, is there an opportunity for that pro forma to land at the legacy ENTRUST, given the scale and synergy and you know, cross-pollination learnings that you're discussing?
Yeah. Hey, Noah, Chris here, and so to answer the last part first, yes. We won't be satisfied if we level out in the high teens and call it a day. I mean, that's, you know, we noted on the slide, that's our expectations for 2026, but, you know, we're not telling you about what our expectations for 2027 and 2028 are now, but you can imagine that they're more robust. As it relates to our business, you know, again, we've got a few more dimensions to it, as Tom pointed out. You know, some of the IT work, some of the energy efficiency work.
For the core piece that's most similar to what ENTRUST does, I'd say we're on par, even slightly better, but there's a few more things in the portfolio, and now that's where we're confident we have an opportunity to lift some of their margin performance up a little bit with technology. But, again, I think we'll find in time that the power of these two businesses coming together will help those results be even better as we look to the future.
I would also just add, you know, promises made, promises kept. We want to put a bogey out there we know we can achieve. We're very excited about learning from the 3,100 Leidosians that are coming to us as a part of this acquisition, for how they generated the profitability they generated. So it is a reciprocal synergy that we're looking forward to.
Thank you.
Thanks, Noah.
Gautam Khanna with Cowen, please proceed with your question.
Hey, Gautam, you out there?
Oh, hey! Didn't hear my name there. Hey, thanks, guys. I just had two questions. One, you know, you mentioned this gets you in the number three or number four position in the market. Is that, is that good enough, or is this something you think you might add on to at some point to bolster your position even further? And then I was curious, just in terms of the employee base at ENTRUST, are they, excuse me, mostly North American-based, or is there an opportunity to kind of move into lower cost regions, you know, over time with, with respect to, the employee base?
Yeah, thanks. I'll take the first part and maybe the second also, and then kick it over to Chris. First, this does not suggest that we are done with M&A as we execute our North Star 2030 strategy. It also doesn't suggest we're going to immediately do another acquisition in this space. We're going to continue to cultivate possible inorganic plays across all five growth pillars, and we're also going to continue to invest in those growth pillars organically. So, this is the continuation of a shareholder-friendly capital philosophy that we've had. Now that we have a strategy, we're going to be very diligent in executing that strategy according to the growth pillars we've laid out.
So maybe is the answer to your question, and that's why we're very excited about the fact that we've been able to take advantage of the good housekeeping we've proven over the last years to put ourselves in a position where we have a balance sheet that has not only the capacity to do this deal, but any other deal that comes across those growth pillars.
In terms of geography and where you do the engineering, yes, there is some Canadian exposure that comes with this business that we're very excited about because not only does that give us customer access in Canada, but it gives us a labor force in Canada that allows us to do some clever things with the clock in terms of doing engineering around a wider zone of time zones, and also take advantage of labor rates that sometimes are less expensive in the United States or less expensive in Canada. So very excited about that opportunity, too. Chris, anything to add?
The only thing I'd add, Gautam, is historically, even it's small, but in our business, we've got some delivery capability coming out of India today for our energy business today. So you again, as part of how we grow and scale this up, we'll certainly be looking for areas where we can capitalize on some cost arbitrage on, you know, the delivery model. But primarily, having people in the location where your customers are is a paramount aspect of being successful with those clients.
Thank you.
Thank you.
Of Seth Seifman with J.P. Morgan, please go ahead with your question.
Hey, good morning. Thanks very much, and thanks for taking the follow-up. Just wanted to ask, I guess, zooming out and looking at the wider portfolio, when you thought about making this investment, you know, I imagine you were already quite advanced in this process at the time. But the president discussed looking for a very significant increase in the budget. You know, the department is also very focused in making sure contractors are investing in their capabilities. And you know, you have a business in Defense Systems that should be scaling up significantly in the coming years. So just to maybe if you could address sort of how you thought about investing here versus in defense .
Second of all, you know, the focus here would suggest that you have a high level of confidence in the ability of Defense Systems to ramp up in the coming years, and that they have the, you know, the capital and the capability that they need.
Yes, Seth, thanks for the question. Again, we have five growth pillars, and four of them are squarely in the Department of Defense wheelhouse, and we plan to continue to resource those strategies and those growth pillars adequately. And if an inorganic play comes to pass in one of those growth pillars, we will be eager to jump on it. The timing of this just did work out. That, again, as I said, the team did a great job in 2025, canvassing the environment for worthy acquisition targets for us that would give us everything we wanted, that we identified as a part of our year of deep strategic thinking to support our energy growth pillar.
And then ENTRUST came to the top of the barrel, and they were keen to have an exit to a strategic player like us, too. And so it was a marriage made in heaven that we were very happy to fulfill. But you shouldn't think of it as a priority. It's not prioritizing one pillar over another. It's the result of good, hard work by Vicki Schmanske and her team to find this asset and put us in a position to secure it at the beginning of this year. Listen-
Well, I just would, just to build on that, I think that you addressed both his questions because there is a, you know, an implied vote of confidence to our defense team in this, too, because they have laid a lot of groundwork, you know, built off of the Dynetics acquisition from a number of years ago. And now, if you look at, you know, yes, there could be inorganic that complements their portfolio, but I think what you see today is more organic investment along the lines of what the Department of Defense is looking for, of how do you put some skin in the game? How do you come to the table with proven capability? How do you ramp up your capacity?
We are thinking through and working on all those things in that part of the portfolio as we speak, so very excited about where that's going, too.
Great. Thank you. Thanks very much.
Thank you.
Thank you. And I'm showing no further questions at this time. I would now like to hand the call back over to Stuart Davis for closing remarks.
Operator, thanks for your assistance on this morning's call, and we really appreciate everybody hopping on the call so early on a Monday morning, the day after a snowstorm. Appreciate your interest in Leidos. I'll be available all day for questions related to this acquisition. Have a great day.
This concludes today's conference. Thank you for participating. You may now disconnect.