Paul E. Levi - Senior Vice President of Investor Relations John P. Jumper - Chairman, Chief Executive Officer, President, Member of Classified Business Oversight Committee and Member of Ethics & Corporate Responsibility Committee K. Stuart Shea - Chief Operating Officer Mark W. Sopp - Former Chief Financial Officer and Executive Vice President.

Cai Von Rumohr - Cowen and Company, LLC, Research Division Edward S. Caso - Wells Fargo Securities, LLC, Research Division Benjamin E. Owens - Stifel, Nicolaus & Co., Inc., Research Division George A. Price - BB&T Capital Markets, Research Division Joseph B.

Nadol - JP Morgan Chase & Co, Research Division Jason Kupferberg - Jefferies LLC, Research Division James E. Friedman - Susquehanna Financial Group, LLLP, Research Division Robert Spingarn - Crédit Suisse AG, Research Division.

Ladies and gentlemen, and thank you for standing by. Welcome to the SAIC Fiscal Year 2014 Q2 Conference Call. [Operator Instructions] This conference is being recorded today, Wednesday, September 4, 2013. I would now like to turn the conference over to Paul Levi. Please go ahead, sir..

Thank you, George. And good morning. I would like to welcome you to our Second Quarter Fiscal Year 2014 Earnings Conference Call. Joining me today are John Jumper, our Chairman and CEO; Stu Shea, our COO; and Mark Sopp, our CFO; and other members of our leadership team.

During this call, we will make forward-looking statements to assist you in understanding the company and our expectations about its future financial and operating performance. These statements are subject to a number of risks that could cause actual events to differ materially, and I refer you to our SEC filings for a discussion of these risks.

In addition, the statements represent our views as of today. We anticipate that subsequent events and developments will cause our views to change. We may elect to update the forward-looking statements at some point in the future, but we specifically disclaim any obligation to do so.

I would now like to turn the call over to John Jumper, our Chairman and CEO..

Thank you, Paul. And welcome, everyone. In the second quarter, our performance was impacted by a number of discrete items.

These included costs related to the planned separation of SAIC into 2 companies, 4 underperforming programs, 2 fixed-price foreign development contracts, a biomass plant construction contract and an IT services contract with a state and local customer; and a noncash intangible impairment of Reveal Imaging Technologies, a provider of threat-detection products and services that we acquired in August 2010.

Looking at the results for the quarter. Revenues were $2.5 billion, down 15% year-over-year on an internal basis. This was in line with our expectations given previously announced contract reductions. The anticipated drawdown of Joint Logistics Integration, or JLI, reduced revenues by $64 million. As you know, JLI is directly related to the U.S.

Military draw -- withdrawal from Southwest Asia. Revenue was further reduced by the loss of that DISN Global Solutions or DGS contract a year ago, an $85 million impact. Together, these 2 items account for almost half of the internal year-over-year decline.

The remainder of the revenue decline was primarily driven by the impact of sequestration, which reduced the testing levels on current contracts, lowering the levels of award, resulting in delayed decisions and imposing significant caution throughout the contracting process.

Operating income was lower than the prior year, significantly impacted by the cost of the separation and the discrete items discussed above. Despite all of this, our operating cash flow was strong for the quarter at $217 million, in line with our expectations and demonstrating the underlying resiliency of our company, even in difficult times.

While we used all of the available information to factor in the full impact of sequestration in our earlier guidance this year, we need to be even more cautious based on our current outlook for the second half. Recent wins are in protests. Award decisions are being increasingly delayed.

And the spillover effects of government spending cuts to our commercial health business, though we believe temporary, has been factored into our updated expectations. As a result and in light of our first half performance, we're reducing our fiscal 2014 guidance today. Mark will outline the details later in his remarks.

I should note that, after the quarter closed, the company has had some notable wins of new business opportunities. Specifically, we were the only contractor awarded the NASA Human Health and Performance contract, an ID/IQ single-award value of $1.8 billion.

We also won a new engineering program with LSB Industries for over $100 million, with a potential of additional business for this client. These contract wins indicate that our pipeline remains strong and we continue to win in the marketplace. We're excited about moving closer to accomplishing our separation.

I'd like to point out that the separation gave us an opportunity to redesign the cost and rate structure of both companies, the benefit of which will be more visible as we complete this split and shed the burden of our separation and transition costs this year. Now I'd like to turn the microphone over to our COO, Stu Shea..

In fiscal year '13, our average contract award from time of proposal submission was 121 days for standard contracts. This fiscal year, that timeline has slowed to 284 days. ID/IQ awards have only slowed from 283 to 296 days. Clearly, the acquisition system has stagnated in reaching decisions.

And these delays exist for all contract sizes, from task orders under $5 million all the way to large $100 million programs and above.

Although some of this delay is due to the lack of specific sequestration guidance given to acquisition officers from their own agencies, much of it is a result of many smaller awards of shorter duration being made and an ongoing fear of larger award decisions being protested.

Despite the conditions in the acquisition system, we did see a small uptick in book-to-bill in each of the 3 segments in the quarter. And although we are not counting on any large government flush of dollars at the end of the year, we're encouraged to see some level of increased activity across the board.

At the end of the second quarter, we had over $27 billion in outstanding bids. That includes $15 billion in ID/IQ bids and about $12 billion in definite-delivery bids. During the second quarter, we won 2 programs valued at more than $100 million each. So far during the third quarter, we've added 1 more $100 million program.

At this time, we have over 280 opportunities in our pipeline with contract values over $100 million. With the average time from submission to award for $100 million programs averaging nearly twice as long as just a year ago, we are, however, realistic in our review of their potential contribution to our FY '14 revenues.

Finally, I'd like to take just a moment to provide you an update as to the status of the split. We are nearing the finish line and we have completed all the necessary design objectives. Employees are prepared and eager to get onto their new companies. Functional teams have stood up and already operating as independent teams.

IT system cutover plans are in place, tested and ready to go. And separation agreements are finalized. To that end, both companies are hosting an Investor Day in New York City on September 11 where the 2 management teams will highlight the respective investment merits of each of the 2 organizations.

It is fair to say that both Leidos and new SAIC teams have been extremely busy preparing for the separation. The Leidos team has moved into its new building in Reston Town Center, while new SAIC is in the process of repositioning their team to their headquarters in the existing SAIC McLean towers.

We look forward to having the split behind us and enjoying the benefits that the split will bring to both organizations. With that, I will turn the call over to Mark, who will discuss the financials for the quarter..

Without the adjustments on the 2 foreign development programs, net contract adjustments would've been 0 in the quarter. Operating margins did benefit by favorable cost variances related to the significant cost reductions we've been making all year hoping to offset some of this impact.

These discrete items collectively diluted operating margins by 4.5%, without which, profitability would've been at a more normative level.

We are very focused on the performance issues and will build on Stu's remarks about how we'll operate going forward in next week's investor conferences, with a solid quarter for operating cash flow, which exceeded $200 million in Q2.

In light of this and given the nature and timing of some of the items impacting our profits this year, we are keeping our existing guidance of operating cash flow at $450 million-plus for the year. As to major takeaways for our operating segments, starting with Health and Engineering.

Revenues increased 8% on a total basis year-over-year but were down 8% on an internal basis. Sector performance was driven by commercial health where revenues declined against a very difficult comparison, where it increased 35% in the prior year period.

We saw a slowdown in hospital IT spending, which we believe was attributed to lower government Medicaid and Medicare reimbursements to hospitals arising out of sequestration cuts and also the 1-year delay of implementation of the revision to International Classification of Disease code referred to as ICD-10.

While it's hard to predict how long this will last, we are indeed confident in the growth prospects for our solutions in the electronic health records market with respect to digitization, integration and exploitation needs over the coming years.

This all results from legislation requirements and customer demands for more efficient and effective health care which is enabled by IT modernization. The profitability, the Health and Engineering operating income decline was dominated by the impairment charge on Reveal. Moving on to our National Security Solutions segment.

Revenues were down 15% year-over-year. The JLI contract ramp-down alone reduced revenues this quarter by about $65 million year-over-year or more than 1/3 of the percentage decline. We also saw declines concentrated in reduced spending in Middle East operation support and also reductions in scope across the space related to federal budget cuts.

Operating margins were just under 8%, adversely impacted by the 2 foreign customer fixed-price write-downs. On a normalized basis, excluding contract write-ups and write-downs, operating margins would have been roughly 9% for this segment.

Higher net fees across-the-board helped minimize the effect of the write-downs enabled by cost reductions and solid performance in our core intelligence programs. For the Technical Services and Information Technology segment, which will become the new SAIC, third quarter revenues were down about 16% compared to the prior year.

The loss of the DGS contract accounted for almost half of the decline, with the ramp-down in war efforts and sequestration-related cuts accounting for the remaining amount. Operating margin was 6.7%, fairly normative given the current portfolio of contracts in the sector and reflecting the ramp-down in the higher-margin DGS program.

That covers a review of the operating segments. The non-operating items were as expected, so the EPS shortfall was entirely attributed to the discrete operating items I just discussed.

As a reminder, our effective tax rate is expected to be in the 31% to 32% range this fiscal year, which is about 4 to 5 percentage points lower than our normative rate, reflecting the deductibility of part of the special dividend we paid earlier this year and also some other tax adjustments. I mentioned free cash flow was strong at $200 million.

DSOs ended at 72 days and crept up a bit since last year due to the termination of the federal accelerated payment program and also some effect of slower payments stemming from recent government furloughs. Now let me move on to guidance.

With respect to forward guidance, let me first remind you that our guidance assumes SAIC operates for full fiscal year '14 as one company, the one company as you know it today. Once our board formally approves the separation, we expect to issue standalone guidance for the 2 separate companies thereafter.

Guidance is always on a continuing operations GAAP basis and fully includes the nonrecurring costs to prepare for and execute the separation transaction. For revenues, we are reducing estimates in the second half due to concerns that government spending will be worse than our original estimates.

We entered the fiscal year with known reductions like JLI and DGS but with a strong pipeline of outstanding bids.

The environment we are now seeing is with less confidence, but enough outstanding bids will be awarded and/or get through protest to generate meaningful revenue this year, making the known declines like JLI and other OCO-funded efforts most likely unrecoverable in the short term.

Our fiscal '14 revenue guidance is now expected to be in the range of $9.7 billion to $10.2 billion. We expect operating margins to be off our previous expectations by about 80 basis points.

This is driven by the write-downs we saw in Q2, about $18 million more in separation and related transition costs above our previous $140 million estimate, and volume reduction in our higher-margin commercial health area. Those changes adversely impact our EPS from continuing operations estimate by about $0.20.

Accordingly, our guidance estimate for fiscal '14 is reduced to a range of $0.95 to $1.03 per share. Operating margins, excluding separation and transition costs, are expected to run in the 7% to 8% range in aggregate in the second half of fiscal '14, barring any unforeseen items.

And finally, as earlier stated, our cash flow guidance remains unchanged at $450 million-plus. Wrapping up. We did have some select performance issues in Q2, which we are indeed addressing, but the vast majority of the business executed reasonably well given the headwinds we had entering the year and the overall challenging market conditions.

We have made good progress on cost-reduction efforts in core operations and are now seeing margin benefits which will be amplified when we complete the separation and put the transition costs we are incurring today behind us.

There are a number of actions you'll hear about in next week's Investor Day that will better clarify how both companies will exit this transition period and embark on a focused path for predictable profits, cash generation and cash deployment. With that, I'll turn it back over to John..

Thanks, Mark. Looking forward, the entire SAIC leadership team, our Board of Directors and the 37,000 employees remain extremely optimistic about the future of these 2 great companies we are creating, Leidos and new SAIC. We believe we're in the final stages of preparation to complete that separation in the near future.

And with that, I'll open the floor up to your questions..

[Operator Instructions] Our first question is from the line of Cai Von Rumohr with Cowen and Company..

Could you give us a little more color on the specific problems before problem programs? And secondly, you mentioned you're going to be a little pickier, but fixed-price development with new customers, particularly foreign and state and local, are kind of, like, for many analysts, a red flag.

How many other contracts of that sort still are in your backlog?.

Cai, this is Stu. We have a very rigorous process of review of all of our programs and we have a watch list that we pay particular attention to. Of the 9,000 contracts that we have within the company today, we have about 25 programs that are on that white -- on that watch list.

And all 4 of the contracts that we noted in our call just a moment ago were on that watch list. But based upon our Q2 testing, our customer interaction and schedule requirements, we really determined that our 2 foreign contracts needed to be redesigned.

And we had to increase our cost and resourcing to meet schedules for the other 2 contracts, so we adjusted the EACs accordingly. These types of estimates at completion or estimates to complete are a standard process in any quarter, and there's a lots of ups and downs.

They just all happen to have happened at the same time because of technical or customer milestones in Q2 which bore out new information.

So we feel pretty confident in the overall process of review, but we did use the opportunity to do a deep dive on much of our contract baseline this quarter to take a look and see whether or not we had any other issues. And right now, we don't see any that confront us with the same level of concern that we had in the other ones..

Okay. And then you'd mentioned that, going forward, you're going to be a little bit more, I guess, picky about what you do.

Are you going to continue to take fixed-price development contracts with state and local and foreign customers? Or are you going to basically have a policy where you kind of stick to customers you know a little better?.

All right, well, let's see, the first answer is we do a lot of fixed-price work and we do a lot of fixed-price development and solutions work, so we're going to continue that. And then we'll continue with the customer sets.

But I think it's, when you cross the particular type of contract and the particular customer, this was a little bit out of the ordinary. And we also had folks that were working on these contracts that weren't necessarily the best in the company to focus on them.

So it was kind of the perfect storm of the contract, the nature of the customer, the nature of deliverable, the timing of it. And we had an opportunity to fix it, so we did. So we're going to keep focusing on many of the same calls. We'll do a lot of business in future SAIC and state and local business.

We'll continue to pursue our foreign customers in Leidos and in new SAIC. And we're just going to be a lot more attentive to the nature of the delivery, the nature of the requirements and how we go about staffing the programs..

Just one last one. You had, had a cost target of $350 million.

What is your cost target -- saving target today? How much more do you have to go to get there? And how does that split between the 2 new businesses?.

Yes, again, Cai, we completed our cost cuts of $350 million, split approximately $200 million for Leidos and $150 million for new SAIC. And I think we're on track for that full $350 million program cut.

And those cuts far exceed any dis-synergy costs that we have related to splitting the 2 companies, which is nominally $50 million to $60 million on a full year basis. What our plan going forward is to really have a -- and we've already started this, a continued improvement process. We expect there will be more cost changes to come.

Post separation, both Leidos and new SAIC will have active programs. It will be a little bit different between the 2 companies to address this. And the cost reductions that we've seen in FY '14 have considerably lowered our FY '14 wrap rates and they'll have greater impact in FY '15 and beyond on a full year basis.

So as you know, FY '14 is kind of a transitional year, and you'll see more evidence of the impact in FY '15 and beyond. And we're going to talk more about that at the investor conference on the 11th..

And our next question is from Edward Caso with Wells Fargo..

You mentioned the potential for ongoing divestitures. I was curious if you could also talk about your intent on the acquisition side of the equation, as many believe that we're going to be consolidating here the next few years.

And within that context, can you offer any sense of what leverage of limits you'd be happy with, with the 2 companies?.

Let me address the -- this is John Jumper. Let me the M&A plans. And you'll be -- we'll be hearing more about this at the investor conference, of M&A and capital deployment, as we come up to the 11th.

But I think, broadly speaking, on M&A, we can say that we'll be much more focused on predictable profit streams and returning capital to our shareholders with M&A.

And as always, we're going to try and maintain a balance, but I think the balance is going to favor taking better advantage of not building up a bunch of cash on the balance sheet and returning that to the shareholder. These are decisions that the Board of Directors make every quarter, and I think we'll continue to look at it that way..

And Ed, this is Mark. I'll comment on the leverage ratios going forward. As the 2 companies exit this transition period and embark on a separate track, they will have leverage ratios on the 1.5x to 2x range, each of them, as previously stated and as originally designed.

That would generally be where we would intend to operate, for the most part, going forward. We would be willing to lever up to closer toward 3x in both companies should the right compelling opportunities arise. But it's very important on the Leidos side we maintain an investment-grade rating and make sure the credit markets are available to us.

As we said, that's less important on the new SAIC side. But we still want to operate the capital structures, as John said, with less excess cash, number one; but a fairly conservative leverage ratio in the 1.5x to 2.5x sort of arena..

Great.

Could you talk a little bit about where you think the September, the government's fourth quarter, will come in as far as award activity is concerned, relative to the fourth quarter a year ago?.

Well, let me start off. This is John. I think that if there's one word to describe the situation we're in right now, it's confused. As we -- I have a hard time, and I think my colleagues in the industry have a hard time, even defining what the baseline is right now. The spending patterns are erratic.

I think there's great caution among the contracting officers out there that we do business with day in and day out, which is our best indication of volatility.

So I think to try and be predictive about a fourth quarter or an end of year, even, for the government where you normally see a flush, trying to be predictive about that, is extremely difficult. And I think it would be dangerous for anyone to try and define in any way what's going to happen..

My last question. Mr. Kendall came out in the last few days and mentioned that they had done things to sort of get through Government 13 and that there are harder decisions to come.

How would you interpret that as far as the flow of funding to the government services sector in general?.

Well, I think, well, Frank Kendall, I think, has been an outstanding spokesman for -- not only for the Pentagon and for government spending but for the rest of us in the industry. And I think what Frank is referring to are some of the things we talked about earlier. We've seen a pronounced 10% reduction in intelligence budgets.

You've heard some of the agency leadership talking about that here just in the recent -- in recent weeks, yet the level of activity out there in the big world is anything but a level that would indicate a reduction in intelligence activity.

So I think that there's some conflict here between what we're seeing out there in the world and the demands that we see being fairly well sustained on things like intelligence. Having said that, I do believe that the government is looking for continued efficiencies.

And I think that we will see, as Frank said, a decrease in spending, delayed decisions, and I think this all adds to the confusion I was talking about earlier..

And next is Ben Owens with Stifel, Nicolaus..

First off, on the construction project write-down you guys talked about, can you guys go into more detail there, maybe talk about what the size was and the reason for the write-down?.

This is Mark. The construction project predominantly refers to our Plainfield renewable plant under construction in the state of Connecticut. And it was, by itself, in the low teens in terms of the EAC adjustment for added costs to make sure we could reach our very important deliverable in the fall timeframe.

And so we invested more, if you will, to make sure we hit schedule, which is very important on that program..

And then you talked about the reasons for the Reveal acquisition write-down, but can you maybe go into some more detail there and talk about the trends you've seen in the baggage scanner space? And are you seeing a work slowdown? Or are you losing market share? Could you go into some more detail there?.

Yes. Ben, this is Stu. First of all, I think we have a very strong safety and security business, which includes the Reveal product line. And we are seeing a lack of orders across the entire industry from TSA for the checked baggage scanning systems.

TSA has about 2,000 explosives detection systems that have been installed since 2002, with a useful life of around 7 to 10 years. And they're hoping to extend that to 15 years and incorporate some newer technologies to include addressing homemade explosives and the 75% direct mask [ph].

So although TSA has the funding at this time, they're not purchasing any units until they reduce their inventory in the warehouse. And then they'll have to -- if you look at the mathematics of the number of units deployed, how old they are, they're going to have to incorporate additional units over time.

So we look at the Reveal product line as a very solid product line, very capable, industry leading. And it really is about the slowness in the awards across the industry and not for our particular product line itself..

And just to add to Stu's remarks. That business has been very successfully integrated with the rest of the security products business run by Alex Preston. And that business, Reveal, by itself, is profitable today, in large part, due to those efforts. The impairment was $30 million.

That's about half of the intangible value for that acquisition, to put that into context, and entirely due to not necessarily the long-term prospects we see there but the slide to the right due to the procurement costs we see, as Stu mentioned, and because of that, appropriate to remove some of the valuation originally described in the acquisition..

And our next question is from George Price with BB&T Capital Markets..

I guess, first thing, just on the environment, obviously, there's a lot of uncertainty, but if I just kind of -- my feel of your comments just now, it seems that some of your peers may be discussing or suggesting a more modest impact from the budget environment in the sequester, almost like we've sort of seen the worst of it.

And that's not my perception of what I'm hearing from you. And so I was wondering if you could maybe comment on that a little bit further and maybe in terms of how do you see this playing out over the next couple of quarters.

When do you think the full impact of the sequester and the current environment is really going to be felt?.

Let me start. This is John. I think Frank Kendall's words are exactly right, and I think his caution is that we probably have not seen the full impact of sequestration yet, and I think we need to take that into consideration. As I said, this adds to the confusion. So I think there's probably more to come. How much is hard to say.

But I think Frank was being open and honest when he said that there is more to come..

I'll just add. The trailing outlays from either prior years or otherwise probably buffered some of the reduction in the recent few months across the industry. That will strip away.

And the, as John said, full impact of sequestration is most likely ahead of us, and for that reason, we are more cautious in our guidance in the second half and taking it down accordingly..

Okay, I got you. And then just you talked about JLI and DGS taking revenue down by about $150 million year-over-year, and attributing much of the rest due to sequester and drawdown.

I was wondering, in the press release, you threw out a couple other intel programs and a network operations management program that were also impacting revenue, when you discussed the segments.

Are those in that $150 million? Or can you quantify them at all either as actual revenue or as a percent? And what I'm really trying to circle around in as much detail as possible is what can we attribute to the broader cuts and what can we attribute to things that have rolled off..

I'll give that a shot, George. This is Mark. First, there are no programs that approach the size of JLI and DGS in terms of magnitude and impact on our year-over-year results. So those really dominate the landscape, those individual programs.

As you know, those 2 programs were 2 of our 4 largest programs in the company that, for 2 different reasons, came to an end last year and we're seeing the effects of that in the year-over-year numbers this year.

I'd say there was a collection of airborne ISR programs that came to natural end, associated with troupe reductions and so forth, in the Middle East. Those probably accounted for 3 to 4 percentage points of reduction in the national security sector.

But outside of that, you really have a lot of smaller contracts, some coming into the mix, providing growth, and others moving away through the overall reductions we're seeing. So it's really a mixed bag after those 2, primarily..

Okay. And last one, real quick, on the EPS guidance. You talked through the write-downs, the incremental costs, volume in commercial health. I think you called that out, Mark, as $0.20 of impact to guidance. The upper end was taken down by $0.30.

Is that -- or what are the additional factors there? Is that just uncertainty with respect to the environment moving? Just maybe call that out in a little bit more detail..

Yes, the $0.20, George, is directly attributable to what I said in my early remarks, the charges we took in Q2, primarily, and the reduction in the revenue guidance for the rest of the year. So with respect to stripping off the top end, we no longer see the magnitude of possible upside that we had in our earlier guidance.

If you'll remember, that was $10.7 billion. So we've taken that down pretty dramatically and narrowed the range on revenue and, therefore, narrowed the range on EPS..

And our next question is from Joe Nadol with JPMorgan..

I'd like to focus in on the commercial healthcare a little bit. It seems like, relative to last quarter, your expectations have changed quite a bit. And I know you gave some comments on it in your prepared remarks, it's just that it's a little hazier, but you still have good long-term expectations.

But I was wondering if you could delve into that in a little bit more detail..

Sure, Joe. It's Mark. Both the Vitalize and maxIT acquisitions came out of the gates very strong post acquisition, and we were speaking about those growth numbers over the past few quarters.

As mentioned, we are now seeing the spillover effects from the surprise, if you will, that came with sequestration where the Medicare cuts that applied to hospitals were -- are taking billions of dollars of reimbursements out of the system pretty suddenly, and by surprise, and understandably, administrations of those hospitals have cut back their discretionary spending.

That said, the same federal government has mandated the ICD-10 requirements and the Meaningful Use requirements and further stages after that, coupled with the ongoing development proving that there can be better clinical outcomes by use of EHR systems and the data exploitation opportunities that come with that.

So we're very bullish on the long-term outlook for our commercial health business. We are even more bullish as we combine the technologies of the government business with the commercial group to see how they can benefit each other.

And so with that, tier numbers speaking, the commercial health business starting off growing and then recent contraction will be about flat this year.

We're optimistic that we'll return to growth next year, as those deadlines approach for Meaningful Use and ICD-10, and for all of the opportunities to improve clinical outcomes and administrative outcomes for hospitals in future years..

Mark, were those businesses evaluated for impairment, as Reveal was? And can you just comment on how we should think about that going forward?.

Sure. All businesses are evaluated for impairment on a quarterly basis. And there's about -- for your records, about $60 million of purchased intangibles related to our commercial health businesses that we acquired over the past couple of years, and then there's a larger goodwill number after that.

But based on our projections, we are comfortable that those long-lived assets are not impaired..

Okay. And just finally, on the strategy. I know we're going to learn much more next week in a lot more detail, but just on the strategy, the -- I think the premise -- part of the premise, as I understood it, is the separation here was to create a stable company that was pretty much all government.

And that -- and then another one, that was more growth oriented, with a mix of commercial and government businesses that was more acquisitive.

It seems like -- I know there's uncertainty in scanners and I know there's uncertainty but you're still bullish in commercial healthcare, but is there -- are we pulling in the horns a little bit on the growth ambitions for Leidos? Or am I not hearing that right? I guess, John, that question's to you..

Joe, I think it's safe to say that we are still very bullish on expanding our commercial presence and for that to be a larger percentage of our business. As we go forward and we look at Leidos individually, our Health and Engineering will be about 1/3 of our company. And we do want to see that expand.

Now when you balance that with the current dynamics of government budgets and what we're seeing, I must say it does introduce a certain amount of caution into how we move forward. But we want to get to a place where we're focused on profitability and running the businesses well.

It's, I think, safe to say we'd like to really exploit our internal capacity to grow, to begin with. We don't see any large M&As on the horizon. We want to focus on that internal growth potential, but we do want to grow those commercial markets to take advantage of their growth potential. And I think that's what we're going to see..

Okay. And then just one quick final one, a numbers question, Mark, back to you.

Can you give us, on a combined basis, on a normalized basis, x all of the items that of course are coming through the system now, what you expect corporate costs to be for the 2 companies combined, and maybe broken up by company?.

Joe, we have not publicly provided a separate view of corporate costs before.

If you're referring to dis-synergies perhaps, is that the nature of your question? Or can you be more specific?.

No. Well, you're reporting in the segments, as I believe, they're going to be in the new companies, the 2 in Leidos and then the 1 in new SAIC.

And corporate costs, there's just so many items in corporate costs as of -- of course, you're going through all of these efforts, the reorganization, everything else you're doing, but to arrive at a normal -- a normalized profitability estimate looking forward, I think corporate costs are a critical component, unless I'm not thinking about the model the right way.

So I mean, you've taken so much cost out. You've provided the $350 million. You've provided the offsets, the dis-synergy offsets.

But when you net all that out so we can come up with earnings estimates for a couple of years out, how do we think about the corporate cost?.

Okay, let me try to answer that, and I'll provide more color next week as well.

But with respect to the corporate segment that we report, which does include some nonrecurring and special charges from time to time, particularly this year, but when you extract that out, they typically run between $5 million and $10 million per quarter, which reflects stock option expense and other expenses not allocable to the sectors.

With the going-forward model, I would say, the combination of dis-synergies on one hand, offset by cuts on the other, I wouldn't expect a major change from that run rate on a consolidated basis across the 2 companies.

And another way to think about that is the same cost categories dilute the segment margins by 10 to 20 basis points on an annual basis..

Our next question is from Jason Kupferberg with Jefferies..

I just wanted to revisit some of the revenue synergy assumptions that you guys have been talking about for a while post split, the $1 billion or so over the subsequent 2 to 3 years.

Is there any change at all in that thinking just given the fact that, as you guys alluded to, the end markets actually seem to be worsening rather than stabilizing?.

Well, let me give it -- try that, Jason. I think that, you balance the uncertainty of the revenue stream going forward with the situation of the world, and somehow, those don't comport very well right now. So I -- we continue to believe that, given the situation we're in globally, opportunities will continue to rise.

You've heard me say it before in these earnings calls that we seem to be, as a nation, a lousy predictors of what's going to happen next. We don't ever seem to be able to get it right. And then, something always happens.

So I think that given you balance the uncertainties of the world with actions that you see underway right now, even with the decision about Syria, all of these things lead me to believe that the revenue opportunities will continue to be there given the world we live in..

One of the things we've talked about a lot is the potential uplift from OCI reduction. And we've spent a lot of time evaluating the capability foothold that we do have relevant to all these new markets. We're making some key strategic hires to gain some customer intimacy into the markets.

We're building the opportunity funnels and strategies that allow us to address the markets. And we're also preparing a plan with investments and capture strategies. And that's happening on both the Leidos in the new SAIC side.

Obviously, at this point of kind of purgatory that we're in where -- we can't really fully explore that because of we're the -- we're still 1 company today. Until we're 2 companies, we can't really see the benefits of that. So we're doing a lot of prepositioning but expect to see some different outcomes in the future..

Okay.

I mean, is there any reason to believe that the $1 billion estimate is too aggressive? Or is it simply too soon to say?.

As we evaluate those opportunities, we're going to be very profit-focused. And so chasing top line is nice, but they have to represent to us high-confidence profitable growth year-over-year in order to go after those. And that will be the lens through which we evaluate them..

Okay. And just timing on when you now think the breakup will be consummated, when the split will be consummated.

I mean, do you think it will end up falling in your fiscal Q3? Or is it more likely in the January quarter?.

Well, Jason, we can't be specific on that, but let me just say the plans are on-track. The transactional part of the stuff is largely done. We are going to have a board vote. And we're on track to complete it by the end of the FY, which is what our publicly announced schedule is..

Okay. And just last one for Mark, on the separation-related costs. I know you mentioned that they're going to peak in Q3.

Can you give us a general range, just to get everyone on the same page, as far as what people will be modeling for the quarter?.

Yes. So if you take the 158 estimate for the year, we're about 100-plus through that through Q2. I would expect a peak of much of the remaining 50 ballpark in Q3 and the trail-on in Q4 and be done as we enter fiscal '15..

And next is James Friedman with SIG..

I just had one question, one housekeeping in nature. Mark, your 10-Q had referenced some of the changes to the Fairfax County, Virginia, facilities and the lease buyback there. I was trying to estimate the potential savings from those assumptions. I think it references $70 million.

Could you walk us through some of the timing of that and if that estimate is about right?.

Look, I'll add just color and see if it addresses the question. So the Fairfax reference is the McLean headquarters property that we announced in July a sale transaction in, which is a bundled sale.

And we recognized cash proceeds and a minor P&L consequence in Q2, cash proceeds meaning $85 million, and about a $2 million loss on that transaction at the end of the day.

I think the -- and just importantly, that's just part of an overall real estate monetization plan to take cash out of the real estate holdings and put it back into either our business or our shareholders' pockets.

The $70 million reference, I have to believe, relates to our estimate of leased exit costs that we would incur and report in this fiscal year as part of our overall separation activity. And so we are well on our way toward achieving that. That's still our estimate for the year, roughly.

And so that contemplates shrinking our footprint significantly by 20%, 25% across both companies to become more efficient and more profitable. And the $70 million is the future lease expenses for those properties we will exit deliberately this fiscal year, the payback of which will be within 1 year.

And so that's a significant margin-enhancement opportunity, particularly visible in fiscal '15 and beyond..

Next is Robert Spingarn with Crédit Suisse..

Mark, you just noticed -- noted the profit focus for your growth lanes, but the impairments on the fixed-price development contracts suggest that perhaps pricing and competition may be partially at work here.

So while you say your revenue opportunity remains intact for the commercial businesses, should be -- should competition ultimately change the margin or the net profit growth there? Or are you seeing greater competitive forces on pricing that maybe you expected at first, either Mark or Stu, on that one?.

Rob, Mark here. I think I would say that the contracts mentioned were bid some time ago and reflect the then-thinking in terms of priorities. What we are saying going forward is we will be very profit-focused for things we bid going forward, and very selective on that premise. There are, of course, pricing pressures today.

And there are -- there will be cases where, given margin on a program may not be equivalent to the overall company margin. But if it produces or contributes to year-over-year profit dollar growth and has a favorable ROI and has low capital intensity, we'll probably do it because, as Stu mentioned in his remarks, we're focused on economic profit.

And so year-over-year growth and capital efficiency is the name of the game going forward. That is the lens that we'll be focusing on as we conduct future bids..

Okay.

Stu, is it fair to say that, today, given what's going on in the environment, though, that there are more people entering these growth lanes, and therefore, the competition and pricing is getting even more aggressive than what you might have bid a couple of years ago?.

Let me add a couple of comments. I think John wants to jump in on this also.

But if you look at some of the markets that people are entering, let's talk about Health and Engineering, we've been in those businesses for 25 years, so there's a lot of people that are doing an attachment to their business, some more of an appliqué, an add-on, whereas we really have it as a core fundamental part of our strategy and part of our business and has been for several years.

And you'll certainly see a good part of that in Leidos going forward, with the Health and Engineering focus. I think that there is a continued sense of concern on the part of small businesses, it's their livelihood, to try to continue to keep their business. They're being very aggressive in the pricing.

I think some of the big guys that are platform builders are also being very aggressive. So what Mark said, we look at pricing pressures all the time. We think part of that is been offset by our reduction in our wrap rate. I think part of our solutions focus and at least a good part of the company will offset that. We're very agile in our developments.

We think we have the right solutions and we can build them generally faster than many others. And so a lot of our focus is on differentiating ourselves through our history, our legacy in the businesses, the unique intimacy that we have with our customers and our ability to develop solutions in a more rapid-solution approach..

So you're saying that what affected the contracts for which you wrote down in the quarter, you took write-downs in the quarter, that those things are not happening going forward. You're not seeing whatever pressures you saw when you priced those.

Were you not reacting to them?.

Well, I think it's a mixed bag. I think, some of them, we priced very aggressively. And then I think some were priced appropriately, but we didn't necessarily have the right solution path going forward. So it depends on which program that we're referring to in a write-down.

But it's a little bit of each is right, that there are some that are more technical oriented and there are some that are just resource constrained. So we had to do a write-down on both..

And Robert, you're right when you say that there was a much different environment when those programs were bid several years ago..

Okay. And then, Stu, you mentioned the 25 watch list programs, and you talked about that 4 focused programs for this quarter came from that group.

How -- in aggregate, how large are those 25 as a percentage, perhaps, of sales or margin?.

Rob, this is Mark. I'd say our top 25 represents maybe 20% of our total revenues, maybe 25%. And I think the top -- or the 25 in the watch list are a subset, not necessarily the largest. So I think it's within that range..

Okay. And then just a last thing. General Jumper, you've talked about some awards post quarter. It sounds like you've been fairly active.

Should we be looking for -- what type of book-to-bill do you see here in the current quarter? It sounds like it'll be better than the first 2?.

Yes, let me....

If I could jump on that one. First of all, I think our book-to-bill was low by historical standards, as we mentioned before. I think we had a pretty strong pipeline. We currently have $27 billion in submits that are outstanding waiting award. So if you assume a normative state last couple of years, you would expect the book-to-bill to rise.

But once you add in the slowness in the award decisions, the doubling or 2.5x in terms of that timing for the award decisions, and then the protests that are happening, I think we may have hit a new normative level in the 0.7 range or so for at least a period of time..

What's happened, the -- I think it's fair to say, is that all of our normal ways we calibrate, turning award wins into revenue, have been delayed. So the predictability is much more difficult than it's been in the past..

Yes, one of the things that's happening now is that the customers are doling out much smaller increments of funding on a much shorter period of performance. So as opposed to getting a large hit, a large booking for a multiyear program, you're getting things by the drink..

Would you say that a 0.7 normative rate, though, might suggest that the revenue guidance is a bit optimistic?.

I think, if you look at what we said before about the potential inclusion of a large $500 million win, we would have been at 0.95 if that was included. So we are getting some wins. We are getting the core business, but I'd -- we'd like to be above 1 all the time but we're just not there at this time, and very few people are..

Thank you. And I'm showing no further questions. I'll turn the call back to John Jumper for closing comments..

Thank you very much. And let me just say that -- I'd like to take a moment to congratulate 2 members of our team. First, Debbie James is one of our sector presidents who's been leading our technical and engineering business and has been nominated by President Obama to become Secretary of the Air Force.

If confirmed, this will continue Debbie's selfless commitment to answering the call of government service when asked. We also extend our congratulations to a member of our Board of Directors, France Córdova.

France recently stepped down from her position as President of Purdue University and has been nominated by President Obama to become Director of the National Science Foundation. All of us at SAIC are proud to embrace the caliber of people nominated to these positions of national importance.

And we wish Debbie and France all the best going through their confirmation process. Thank you, all, very much..

Ladies and gentlemen, this concludes the SAIC Conference Call. We thank you for your participation. You may now disconnect..