Kelly P. Hernandez - Vice President-Investor Relations Roger A. Krone - Chairman & Chief Executive Officer James C. Reagan - Chief Financial Officer & Executive Vice President.

Edward S. Caso - Wells Fargo Securities LLC William Loomis - Stifel, Nicolaus & Co., Inc. Amit Singh - Jefferies LLC Lucy Guo - Cowen & Co. LLC.

Greetings and welcome to the Leidos First Quarter 2016 Earnings Results. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Kelly P.

Hernandez, Vice President of Investor Relations. Thank you, Ms. Hernandez. You may now begin..

Thank you, Rob, and good morning, everyone. I'd like to welcome you to our first quarter 2016 earnings conference call. Joining me today are Roger Krone, our Chairman and CEO; and Jim Reagan, our Chief Financial Officer; and other members of the Leidos management team. Today, we will discuss our results for the quarter ending April 1, 2016.

Roger Krone will lead off the call with comments on the market environment and our company strategies. Jim will follow with a discussion of our financial performance and our expectations for the future. After these remarks from Roger and Jim, we'll open the call for your questions.

Today's discussion contains forward-looking statements based on the environment as we currently see it and as such does include risks and uncertainties. Please refer to our press release for more information on the specific risk factors that could cause actual results to differ materially.

Finally, during the call, we will discuss GAAP and non-GAAP financial measures. A reconciliation between the two is included in the press release that we issued this morning and is also available in the presentation slides provided on the Investor Relations section of our website at ir.leidos.com. With that, I'll turn the call over to Roger Krone..

C4ISR, cybersecurity, systems engineering, large-scale agile software development and data analytics. And, finally, from a cost structure standpoint, as previously mentioned, during the quarter, we announced the divestiture of our design build or heavy construction engineering business through a sales transaction to Haskell.

We believe the transaction not only unlocks value for Leidos, but also enables the business to prosper further in the hands of a leading engineering procurement and construction firm. The divestiture allows us to better focus our engineering efforts in the utility, engineering, manufacturing and broader infrastructure markets.

We have accordingly renamed the sector as the Health and Infrastructure Sector. With the successful close of this transaction, which occurred on April 15, the significant actions planned for our portfolio optimization program have concluded. We routinely reevaluate our business.

So, there could be actions in the future, but there is nothing further of a material level contemplated at this time. Jim will give you more details on the financial impact of the divestitures shortly. We also continue to make good progress on the proposed combination with Lockheed Martin's IS&GS business.

We established our Integration Management Office under Mike's leadership. The IMO leadership team comprises leaders from Leidos, IS&GS and Lockheed Martin and is supported by post-merger management specialists from McKinsey. The IMO is focused on all aspects of integration, including systems, finance, people, and maybe, more important, culture.

The team is focused on achieving a successful day one operating rhythm that positions the company well to achieve our synergy targets. Since announcing the transaction, I've had the opportunity to visit six of the IS&GS sites, interact with employees there and get hands-on exposure to some of their technologies and capabilities.

All of the people I've met and everything I've seen makes me more excited about the merger and the quality of the people that will join the Leidos family and the level of expertise we'll be able to offer to our customers. A couple of other updates on the proposed transaction.

On March 28, the Hart Scott Rodino antitrust waiting period expired, satisfying one of the conditions necessary for the successful closing of the transaction. We also filed an initial registration statement with the SEC on April 18 to register the issuance of shares in connection with the IS&GS transaction.

We continue to expect closing in the second half of 2016. Onto the quarter. Revenues, earnings per share and cash flow came in generally as we expected, and we're tracking well to the annual guidance we provided on our last call.

Consolidated revenue of $1.3 billion were up 5.3% from the prior year, driven by growth in both National Security and Health and Infrastructure Sectors.

Our GAAP earnings per share from continuing operations grew significantly in the quarter compared to the prior year, as we improved core operations of the company and due to the impairment charges recognized in the prior period. Non-GAAP diluted earnings per share grew 7.5% versus the prior year period.

During the quarter, use of cash from operating activities was $18 million, generally in line with our expectations and Q1 seasonality bringing our cash balance at the end of the quarter to $609 million. Our book-to-bill on a consolidated basis is up from a year ago levels, driven by strength in the NSS sector.

And we are encouraged by the opportunities we see ahead. My leadership team and I remain committed to continuing the conservative and thoughtful way in which we manage the company focused on growth, profitability and cash generation.

With that, let me hand the call over to Jim Reagan, Leidos's Chief Financial Officer, for more details on the quarter and our outlook..

Thank you, Roger, and thanks, everyone, for joining us on the call today. We're off to a good start for the year. And, as Roger previewed, we believe that we're on track to deliver to the guidance we provided in our last call. Consolidated revenues for the first quarter were $1.3 billion, up 5% from prior-year levels.

GAAP operating income was $89 million during the quarter, up from the prior quarter's $38 million level, reflecting improved margins in our sectors as well as the impact of an impairment charge in the prior year period. GAAP diluted earnings per share from continuing operations for the first quarter was $0.66 versus $0.31 in the prior year period.

Adjusted EBITDA, which is based on our non-GAAP operating income, as detailed on slide 17, was $104 million during the quarter, representing a margin of 7.9%, up from $91 million or 7.3% in the prior year period. The improved adjusted EBITDA margin versus the prior year period is due predominately to strong margins in our National Security sector.

Non-GAAP diluted EPS from continuing operations was $0.72 per share, up 7.5% from $0.67 in the prior year, as detailed on slides 15 and 17 of the investor presentation on our website. This earnings improvement was predominately driven by operational factors, notably strong program performance in our National Security sector.

Note that non-GAAP diluted EPS excludes the gain on a real estate sale conducted during the quarter, as well as the impact of acquisition and integration costs and amortization of acquired intangibles. This is detailed on slide 17 of our earnings presentation.

As a reminder, all of the gains and charges associated with our ongoing real estate optimization program will be excluded for the purposes of our non-GAAP results. Operating cash flow used by continuing operations was in line with our expectations and Q1 seasonality at $18 million.

We ended the quarter at 61 days sales outstanding, a four-day sequential decline as a result of the design build receivables being moved down to assets held-for-sale. DSOs for the core business, excluding design build, were relatively flat sequentially. We exited the quarter with a sizable cash balance of $609 million.

Shifting to our business development results, we benefited from strong awards during the quarter, which resulted in net bookings of $1.2 billion, reflecting a book-to-bill of 0.95 compared to 0.72 in the year ago period. We also made an adjustment to our international backlog during the quarter of $217 million to reflect the strengthening of the U.S.

dollar versus the pound sterling. While the magnitude will vary, we do expect to separately report adjustments to backlog in future years that result from the volatility of currency markets. The value of bids outstanding at the end of the first quarter was $11.9 billion, up 9% sequentially, primarily in the NSS pipeline.

Let me turn now to our sector results for the first quarter. First, in our National Security Solutions sector or NSS, revenues increased 4% year-over-year to $898 million, driven by the ramp-up in our UK LCST program. Operating income in NSS in the quarter grew 16% from the year ago period to $72 million or an 8% margin.

A higher level of profitability is due to the higher revenue level as well as strong program performance. NSS bookings for the quarter were $950 million for a book-to-bill of 1.1. This represents a sizable improvement over the prior year's 0.7 level and reflects our stable win rates across an increasingly optimized pipeline of bids.

Now onto Health and Infrastructure or HIS. HIS revenues for the first quarter were $414 million, an increase of 7.5% from the prior year. This year-over-year growth was driven by a higher level of Federal Health and security product revenues, partially offset by the continued year-over-year contraction in our commercial health business.

Q1 operating margin for the sector was 8.7%, reflecting the strong contribution of the security products revenues. Bookings for the quarter in HIS were $291 million, resulting in a book-to-bill of 0.7.

The softness in book-to-bill is predominantly a result of delays we're experiencing in the awards of some bids and contract modifications in our pipeline. Onto our Corporate Sector, we realized net expenses of $19 million during the quarter.

This includes approximately $9 million of transaction and integration costs associated with the IS&GS transaction, which is excluded from our non- GAAP results, as stated earlier. Excluding these transaction related expenses, which we expect to incur for some time, Corporate Sector expenses were within the typical quarterly range.

Now, moving onto guidance. For 2016 revenue, our prior guided range was $5.1 billion to $5.3 billion. Embedded within our guidance range, when we first provided this in February, was an assumption of $175 million of revenues from the heavy construction or design build business, which we have since sold.

During the first quarter, we recognized approximately $85 million of that $175 million. And given that the transaction closed shortly after the end of the first quarter, the remaining $90 million of revenue we expected from the design build business will no longer be realized in our numbers.

However, given the $200 million range in our guidance for revenues, we're comfortable reiterating the range of $5.1 billion to $5.3 billion.

For non-GAAP diluted earnings per share this quarter, with the impending transaction with IS&GS ahead of us, we've expanded our definition of non- GAAP diluted earnings per share to exclude the amortization of acquired intangibles. The impact associated with this change in definition is approximately $0.03 for the full year.

Note that historical results have also been restated in accordance with this expanded definition and the impact of this is reflected on slides 16 and 17 of our investor presentation.

Excluding the amortization of acquired intangibles, we'll become more significant after the consummation of the IS&GS transaction and will enable the non-GAAP results to continue to provide investors with metrics that are more reflective of the ongoing cash earnings power of our continuing operations.

We continue to expect our non-GAAP diluted earnings per share for the year to be in the range of $2.75 to $2.95. Note that there is no impact to our EPS outlook from the design build transaction. We're also reiterating our guidance for cash flow from operations to be at or above $275 million.

And, as a reminder, all metrics are guided on a basis to exclude any impact from the proposed transaction with IS&GS. In conclusion, we're pleased with our performance thus far in the year.

We continue to optimize all aspects of the Leidos platform, including people, capabilities and costs, in order to enable our employees to focus on addressing the needs of our customers and growing our business. With that, operator, let's now open it up, so that we can take questions..

Thank you. At this time, we'll be conducting a question-and-answer session. Thank you. Our first question is from the line of Edward Caso with Wells Fargo. Please proceed with your questions..

Hi. Good morning and congratulations. Could you get us updated on the MOD contract and DHMSM as well please? Thank you..

Yeah. Let me start out and then I'll let Jim follow. I think the MOD contract that is though – we call the LCST contract in the UK and then I'll come back to the DHMSM contract. So, over in UK, actually things are proceeding well. We're about two-thirds of the way building what we call the new defense fulfillment center, which is the warehouse.

We're conducting operations essentially in the old system, improving the operations as they stand. And then when we get the warehouse completed later this year, we'll start to operate out of the new warehouse. We have software development that seems to be on track.

And, as Jim mentioned, we've actually seen some favorable financial returns from that program as well. So, we're very, very pleased. In fact, I'm actually going over in a couple weeks. And that business is now under Mary Craft. I think Mary Craft is on an airplane over to meet with that customer.

The Defense Health Program, by way, Ed, I think the customer is going to refer to it with a different name going forward, call it, Military Health Genesis Program under the Department of Health Administration. So we'll all have to relearn a new acronym. It's doing well.

Our first real major milestone is we have to be up and running in the Northwest at two care facilities, one called Oak Harbor and one at Madigan, by the end of the year. And we're on track to do that. Cerner and Accenture have been doing a great job in supporting the program. And our team has been in place and working together as a team.

And the customer remains very, very committed and focused. And it's really been an absolute pleasure frankly to work with the combined government contractor team. They've been a lot of programs and this one is really, really going well.

And, of course, the future care of all the active soldiers, sailors, airmens and marines are depending on that program. So, we're really committed to it.

Anything on numbers, Jim, you want to touch on?.

Just that we've previously said that, particularly focusing on the Defense Health program, it is accretive to the companies and the sectors margins. To date, the programs cost profile is along the lines of what we expected. It's still on plan and we're pleased with both the operating performance and the cash performance of that program..

Can you remind us? Is it just the one task order so far? Have you gotten a second one?.

Okay. So that's on the Defense. I think that's on the Defense Health Program. We're still working under task order one. We started in July of last year. It was to run for 12 months. They've actually extended that through the end of the year.

So, we're operating on what we call task order one which will get us to, if you will, the first deployment out in the Northwest. So, we're operating under the first task order..

And, finally, under the Genesis or whatever, how fast is the old one rolling off, the old health record contract?.

Well, I'm looking to Jim, because – so it is a rolling wave that clearly takes years to completely roll off. And so we have a deployment schedule that goes in waves. And I really think it takes between eight years and 10 years before the old system is completely turned off. And there are 220-ish healthcare facilities in the contract.

And we've broken them into waves by region. And we're starting on Northwest and follow the dictates of the customer and convert hospitals and clinical care facilities on like six month cycles for literally eight years to 10 years..

Congrats and thank you..

Great. Thanks. Thanks, Ed..

Thanks, Ed..

Our next question is from the line of William Loomis with Stifel. Please go ahead with your question..

Hi. Thank you. With the sale of the design and build work, can you just remind us exactly what do you have in infrastructure? Is there also any legacy liabilities you might have on older builds, contracts? And just help us understand the makeup of that infrastructure business. Thanks..

Well, let me give you a little bit of the business, and then Jim can talk about the actual terms of the deal and what we've done relative to typical terms like reps and warrantees and ongoing liabilities. So this was the construction business that, when we bought it, I think, went by the name Benham.

And although it has changed configuration over the years under SAIC and Leidos' ownership, it is primarily engineering procurement construction business. And it's been in size between 175 (23:26). I think last year we were over 300 (23:27). And it does just what you can imagine. It actually builds large infrastructure projects.

And it is associated with the Plainfield power plant and how we got into that and some other projects that have been mostly related to big capital projects, energy, and infrastructure.

And when we look at, whether this is a business that was going to grow for us, whether we had the capabilities to be competitive against some of the large EPC companies in the marketplace, we didn't feel that we could. And by selling it to Haskell, they're committed to this sector in this market.

And they have a deep management team and they'll be able to extract value from that..

Yeah. Just on the details of the transaction, Bill. There are – as you would expect, when you're carving out a business like this, there are a couple of ongoing programs where they were isolated in the contract, and they are indemnities that run both ways for pre-closing and post-closing issues. We've done an assessment of the risk under that.

We consider the risk of any issues coming out of that for either party to be minimal. We've got a good handle on both of those programs.

In terms of what the sector will look like post-closing, it will be roughly half health, and the other half will be infrastructure comprised of – roughly a third of the total business will be engineering and then the balance of the sector will be the security products business..

Okay. Great.

And then just on your NSS business on intelligence agencies, with the reorgs that they're facing – that your customers are facing, have you seen any disruption in contract award activity or startup of existing or anything like that?.

No. not really. And you might be referring to – I think NSA has a program called NSA21. And they are in the process of rolling that out. And I think there are other things going on in the intelligence community. No, in fact, I would maybe reflect that there are a couple of procurements we're in the middle of and they are actually moving at a fast clip.

There's a large program again up at the fort that we're bidding on. And the proposal was due on time and they called us and asked us to do orals just one week later. So there, I think a lot of the agencies want to get contracts let before we get into the fall and issues around presidential politics.

So no and we've interfaced with the customers at the director level and they're really thinking about how to reorganize, so that they can be effective in the next decade.

And we're actually somewhat looking at all this as favorable and the way of – just as we streamline, I think, they are streamlining and trying to deliver capability faster to their customers..

Okay. Great. Thank you..

Yeah..

Thanks, Bill..

Our next question comes from the line of Amit Singh with Jefferies. Please go ahead with your question..

Hi, guys. Thank you for taking my question and great quarter. Quick question on the overall integration, especially related to people, as you mentioned in your presentation as well. As the integration is going on and there might be some voluntary or involuntary attrition on the IS&GS side.

And I think Lockheed Martin briefly had a press release that they are laying off around 200 people in that business. So just wanted to get your thoughts on both on voluntary and involuntary side in that business.

Whatever is going on, is that as per your expectation?.

Okay. So let me first put out the disclosures. So, Amit, great question. As everyone, I'm sure, realizes, we operate the two organizations completely independent. And Lockheed Martin is operating the business in the best interests of the Lockheed Martin shareholders and are taking the actions necessary to be competitive in their markets.

And, frankly, we're doing the same. And you're seeing, I think, both organizations become leaner and more agile and removing layers. And I view that as positive. As I understand what IS&GS is doing is, one, there is a contract, I think, going in and that is associated with some of the reductions, but they are becoming more lean and agile.

I believe they had a plan that if they had spun-off the business that they would take certain actions. And they're going forward with that, again, to the best of my knowledge. At the executive leadership team, again, the visibility that we have, I think, they have an enthusiastic leadership team.

To the best of my knowledge, none of those individuals have moved. We're anxiously anticipating them coming with the business. They're terrific folks. They've got decades of experience in managing their business and have obviously been quite successful in creating value.

And so, we don't see, nor do we expect, a lot of either voluntary or involuntary attrition at the leadership team level. You can imagine and that we're going to double in size approximately if you refer to our S-4. And, therefore, our leadership team will grow. Our corporate office will grow.

We will need experienced, skilled executives on the team in skills and abilities beyond what we currently have. And so, we're enthusiastically looking at the Lockheed Martin leadership team coming over and being part of the new Leidos executive leadership team..

Great. Thank you. And just a follow-up. When originally Leidos and SAIC separated, one of the reasons was the SETA-related work that had some conflict at more of your R&D type of work..

Right..

I just wanted to get a sense on – and I know you've spoken about it in previous call too – IS&GS business.

Does it have any SETA-related work that is coming to you? And if it is, will there be any divestiture or anything? What is the plan there?.

Let's see. Amit, I'm sure, you could recount the history at Lockheed Martin. And SETA – yeah, they had a large SETA organization up in Valley Forge called the systems integrator, I guess. It was called Valley Forge and it was spun out as the systems integrator, which, I think, transformed into the company now called Vencore.

So, most of the SETA business had been spun out of Lockheed Martin, to the best of our knowledge and we've been pretty thorough and had discussions with the team.

There are only one or two contracts that we would describe as SETA, Systems Engineering and Technical Assistance, again, for those people on the call, which would create something called organizational conflict of interest, which would prohibit us from bidding on certain contracts.

And we see no impact at all from the single contract that we've identified or even if there is another contract or two contracts of a small nature. Again, they had collected their SETA business and spun it out under the SI.

And we're really enthusiastic about how the strategic fit of where Lockheed had positioned IS&GS marries in with the philosophy that we have at Leidos that was promulgated at the time of the split where we spun out the company now, referred to as SAIC, which contained our SETA business.

And the more we learn, the more pleased we are about, if you will, architectural work that had been done in creating IS&GS and how well it matches with the work it was done here..

Perfect. Thank you very much and congratulations again..

Thank you..

Thank you. The next question is coming from the line of Cai von Rumohr with Cowen & Company. Please go ahead with your question..

Good morning. It's Lucy Guo on for Cai here. I wanted to see if you could elaborate on the stronger than the average seasonality book-to-bill here. It looks like funded book-to-bill was close to 1.2 times.

Can you provide some color on the bid pipeline and your bookings outlook, please?.

Sure. Well, yeah, this is Jim. Lucy, thanks for your question. Through the past, I would call, 18 months since Roger arrived and we've been reshaping how we do business development, we've been increasingly careful about taking our B&P and our marketing spend and getting more yield out of it.

So we have a set of metrics that we internally follow that's very focused on win rates. It's very focused on qualifying the pipeline earlier and making sure that we don't move forward with large expensive bids that are going to crowd out our ability to invest in growth.

So that has a lot to do with making sure that the yield for the money that we put into it gets us more. We're very pleased with the results for bookings that we have for the first quarter. And it certainly is one of the strongest Q1s we've seen in a long time.

And I think that when we think about where that fits relative to our peer group, we're feeling pretty good about it. I would say that the other thing is that internally we target a full year book-to-bill at one or north of that.

And with that as our target and entering the year with a backlog that's roughly 2x our revenue plan, we're feeling good about the guidance that we've put out there and how we'll be achieving that and the growth plans that we have for the business..

Can you provide an update on your bids outstanding at HIS or NSS or both?.

Yeah. I think that we mentioned that in the script..

I may have missed it. I apologize..

Yeah, no. That's okay. The total bids outstanding at the end of the quarter was about $2.6 billion..

Okay..

And that's the Health and Infrastructure group. Let me go back. It's about $9.3 billion for National Security..

Got it. Okay..

Lucy, this is Roger. One point that gets me excited is if you've been through the S-4, which is our registration statement, which I know many of the people on the line have gotten. It's certainly available to everyone through EDGAR. There is a pro forma number for the new company and shows $19.4 billion in backlog.

And as we get closer to the closing of the transaction, it's just a really powerful number and speaks to the strength of the company and really creates the excitement that we have around where this company is going to go..

Right. And I was actually going to ask a question on IS&GS. One thing they talked about is their margins had a benefit from some of the larger recompetes (36:05) pushed out and retaining the favorable terms on the incumbent contracts. And that's potentially a headwind going forward in 2017.

Are there any factors that you can see that would offset those headwinds in the out-years?.

Yeah. Lucy, this is Jim. I think that the way we think about that is that when we – we've talked about run rate synergies of the business, so about $120 million. That's gross $240 million. And that comes from combining the two businesses and being able to spread a corporate cost structure over a larger base.

That will enable not only the business to be more competitive and to help bolster their pipeline and win rates, but also to help maintain their improved margin profile that you're seeing there. So, that's how we've been thinking about the future of that business and what their margin profile will look like..

Got it.

And, lastly, just wanted to get an update on the commercial health IT business that's still down year-over-year, but have you seen any momentum given the new Head of Sales in place and other team members are in place?.

Yeah. Lucy, in my earlier remarks, I mentioned that year-over-year, the commercial health business was down. But what I probably should have added to that was that sequentially the business from Q4 into Q1 has actually had an uptick in revenue. It's had an uptick in bookings and an uptick in profitability.

And while we don't talk about those numbers separately, I do think it's worth mentioning on this call that we have seen improved results there. One quarter doesn't make a trend, and it's hard to declare us a definite inflection point. But the business pipeline, which operates on a much shorter sales cycle, the bid pipeline is showing some improvement.

And we're looking not only to bolster the core work that we do around system and EHR implementations, but looking at additional value add that we can bring to those same customers as we move up the value chain in that consultative sale..

That's helpful. Thank you..

Thank you, Lucy..

Thank you. There are no additional questions at this time. I would like to turn the floor back to Mr. Roger Krone for closing remarks..

Great. Well, thanks. And to everybody on the call, really appreciate your dialing-in. We know it's a busy day in the earnings front. And we appreciate you being able to be on the call. We're trying go early.

Whenever a company is involved in a large transaction, I know from your perspective, you always are concerned that management will stay focused on running the core business. And although one quarter doesn't make a year, we believe, at least in the first quarter we've demonstrated that we're going to keep our head down and focused on what we do here.

We talk about the Leidos platform and focusing on the people, the capabilities and the cost structure and moving the business forward. And we will continue to do that through the transaction and post the transaction.

And just to better describe the way we're dealing with the merger, we have set up essentially an independent Integration Management Office. Those people in the IMO have been, if you will, moved there on a permanent basis. We have backfilled the individuals.

So the IMOs, the standalone team and we have filled all of our other positions, talked about Tom Dove coming into the Business Development role. And so Mike has chosen to lead the IMO. He is doing a super job. There is meetings every day on integration. We're talking about systems and people and, as I mentioned, in culture.

But that really affords the rest of Leidos to stay very, very focused on what's going on in customers space to make sure we're delivering on our commitment. We're executing to our contracts. And we're going to continue that type of behavior all the way through closing.

And then essentially we will collapse the IMO and the IS&GS leadership team into the Leidos' leadership team. And we will operate post-closing as one entity. So stay tuned. And as we achieve milestone events in the merger, we will make announcements and put out 8-Ks. But so far everything seems to be on track.

We've heard nothing that would cause us to think we're not going to be able to close near the end of the summer. And we are all enthusiastically looking at the future of this new company that will be on the order of $10.5 billion, $10.7 billion in revenue and, as I said, $19.4 billion in backlog, which is really exciting to all of us.

Again, thanks for being on the call. And we'll see you next quarter..

This concludes today's teleconference. Thank you for your participation. You may now disconnect your lines at this time..