Stephen C. Movius - Treasurer & Vice President-Investor Relations Wesley G. Bush - Chairman, President & Chief Executive Officer Kenneth L. Bedingfield - Corporate Vice President and Chief Financial Officer.

Noah Poponak - Goldman Sachs & Co. Doug Stuart Harned - Sanford C. Bernstein & Co. LLC Jonathan Raviv - Citigroup Global Markets, Inc. (Broker) Howard Alan Rubel - Jefferies LLC Cai von Rumohr - Cowen & Co. LLC Sam J. Pearlstein - Wells Fargo Securities LLC Myles Alexander Walton - Deutsche Bank Securities, Inc.

Robert Stallard - RBC Capital Markets LLC Richard T. Safran - The Buckingham Research Group, Inc. Carter Copeland - Barclays Capital, Inc. Robert M. Spingarn - Credit Suisse Securities (USA) LLC (Broker) Hunter K. Keay - Wolfe Research LLC.

Good day, ladies and gentlemen, and welcome to Northrop Grumman's Second Quarter 2015 Conference Call. Today's call is being recorded. My name is Kaitlin and I will be your operator today. At this time, all participants are in listen-only mode. I would now like to turn the call over to your host, Mr.

Steve Movius, Treasurer and Vice President, Investor Relations. Mr. Movius, please proceed..

Thanks, Kaitlin, and welcome to Northrop Grumman's second quarter 2015 conference call. As always, please understand the matters discussed on today's call constitute forward-looking statements pursuant to Safe Harbor provisions of Federal Securities laws.

Forward-looking statements involve risks and uncertainties, which are detailed in today's press release and our SEC filings. These risk factors may cause actual company results to differ materially.

Matters discussed on today's call might also include non-GAAP financial measures that are reconciled in today's earnings release, which is posted on our website. On the call today are Wes Bush, our Chairman, CEO and President; and Ken Bedingfield, our CFO. At this time, I'd like to turn the call over to Wes..

Thanks, Steve. Good afternoon, everyone, and thanks for joining us. Our first half results reflect a continued focus on performance by the great team we have in our company and I'd like to thank our folks for all that they're doing.

That focus on executing well in combination with effective cash deployment continues to create value for our shareholders, our customers and employees. Looking at the quarter, earnings per share increased 16%. Cash from operations and free cash flow were also higher this quarter.

Through June 30, adjusting for the first quarter pension-free funding, operations generated about $300 million in cash versus $170 million last year. Strong performance from all four of our sectors combined to generate strong segment operating margin. We also continued to execute our cash deployment strategy.

During the quarter, we repurchased 6.8 million shares for $1.1 billion. Year-to-date, share repurchases totaled 12.1 million. And we are now approximately 90% complete toward our goal of repurchasing 60 million shares by the end of 2015.

In total, under the program we announced in May of 2013, we've repurchased more than 54 million shares at an average price per share of just under $121. We're on track to complete the 60 million share repurchase by the end of the year, market conditions permitting.

In addition to deploying cash to significantly reduce our share count, in May, we raised our quarterly dividend 14% to 0.80 per share. Year-to-date, we've returned $2.2 billion to our shareholders through share repurchases and dividends, while continuing robust IRAD and capital investments.

Our capital deployment priorities continue to be investing in our business, managing the balance sheet, maintaining a competitive dividend and returning excess cash to our shareholders through share repurchases. We believe these priorities are serving our shareholders and the company well.

We ended the quarter with total backlog of $37 billion, slightly lower than last quarter, but 4% higher than we were at this time last year. Through June 30, bookings totaled approximately $10.7 billion, giving us a book-to-bill of 90% at the mid-point of the year.

International customers continue to express strong interest in our products and services, and we see opportunity for long-term profitable growth through both our existing portfolio, with programs like F-35 and E-2D, Triton, and SABR radar, as well as through a robust global opportunity set of new programs.

We continue to expect international sales to increase to approximately 15% of 2015 sales. Here in the U.S., we are competing for the nation's next generation Long-Range Strike Bomber. We believe we are well positioned to continue our successful 35-year partnership with U.S. Air Force on long-range strike systems.

Our B2 bombers are combat proven and we've been consistently upgrading and sustaining them. Other important new opportunities here in the U.S. are programs like common infrared countermeasures, long-range discrimination radar, Trainer-X, the Joint STARS recapitalization and JCREW.

As a company, we have a well diversified portfolio of existing programs in future opportunities. No single program is a must win for us. The breadth of our portfolio addresses many areas of investment priority for our U.S. and international customers. But our customers rely on budget clarity to plan and execute their priorities. Our rational orderly U.S.

defense budget process will go a long way towards supporting execution of the Pentagon's strategic spending plans to ensure our national security. We encourage congress to address the artificial spending constraints imposed by the Budget Control Act, which are negatively impacting our nation.

Given the current status of budget negotiations and the limited congressional sessions remaining until the end of fiscal year 2015, we expect to begin fiscal year 2016 with a continuing resolution. Unless congress acts to address the BCA, we may also see sequestration triggered in January.

Despite these ongoing budgetary challenges, we continue to be focused on performing for our customer, shareholders and employees. Based on the strength of year-to-date results, we are raising our EPS and cash guidance.

We now expect 2015 earnings per share of $9.55 to $9.70 and free cash flow of forward discretionary pension pre-funding of $1.9 billion to $2.1 billion. In light of the prevailing budget uncertainty and the likelihood for a continuing resolution in our fourth quarter, we're maintaining our sales guidance of $23.4 billion to $23.8 billion.

So now I'll turn the call over to Ken for a more detailed discussion of our results and our guidance.

Ken?.

Thanks, Wes. I also want to thank the team for a job well done. It was a solid quarter and we're on our way to having another strong year. Second quarter EPS increased 16%, which includes a one-time tax item. We recognized $38 million of additional research credits in the quarter, which provided a $0.20 benefit to EPS.

Excluding the tax benefit, earnings per share increased 7% over last year's strong second quarter. Our segment operating income for the quarter was unchanged and segment's operating margin rate increased 30 basis points, reflecting strong performance across all four of our businesses.

Total operating income was slightly lower than last year, due to lower net FAS/CAS pension adjustment, while the operating margin rate increased 20 basis points to 13.8%.

I would note that our unallocated corporate expense for the quarter was lower than last year's second quarter, but on a year-to-date basis, unallocated corporate expense is consistent with last year's results. Turning to cash. Operations generated $626 million in the quarter and $297 million year-to-date before the voluntary pension pre-funding.

This year's results are consistent with our pattern of having the majority of our cash generated in the second half of the year. Second quarter free cash flow was $511 million after capital investments of $115 million. Turning to sector results. We had strong performance across the board.

Aerospace Systems sales were slightly higher in the quarter and year-to-date. We continue to see growth in our unmanned and space businesses. Year-to-date unmanned sales are up more than 10%, while space sales are up around 5%. These increases were partially offset by declines in a number of other programs, the largest of which was the F/A-18.

Year-to-date F/A-18 deliveries have declined to 17 from 25 last year. Ramp-up on production activities for the E-2D is partially offsetting the F/A-18 ramp down in military aircraft programs. Aerospace's operating income and margin rate were also higher for both the quarter and year-to-date.

I would note that this quarter's operating income includes the benefit of risk retirements on a restricted program, and based on first half results, we now expect an AS margin rate of approximately 12% versus our prior guidance of high 11%. Our revenue expectation is unchanged at $9.8 billion to $10 billion. Moving to Electronic Systems.

Second quarter sales declined 3% and are comparable on a year-to-date basis. Operating income and margin rate were solid in both periods and continue to reflect the changing business mix that is more heavily weighted toward development and cost-plus type work. Our guidance for ES is unchanged.

We continue to expect sales of $6.7 billion to $6.9 billion with an operating margin rate in the low-to-mid 15% range. Information Systems' second quarter and year-to-date sales were also consistent with our expectations.

The sector continues to perform very well and at the midpoint of the year, operating income and operating margin rate are slightly higher than last year despite a low single digit sales decline. Due to the strong performance, we are increasing IS operating margin rate guidance to the high 9% range versus our prior guidance of mid-to-high 9%.

We continue to expect IS to generate sales of $5.9 billion to $6.1 billion. Moving to Technical Services. Second quarter operating income and margin rates are comparable to last year on slightly lower sales. Year-to-date sales are up about 4% primarily due to higher international and higher intercompany sales in the first quarter.

We are raising sales guidance for Technical Services to approximate $2.8 billion from our prior guidance of a range of $2.7 billion to $2.8 billion. We continue to expect a margin rate of approximately 9% at TS this year. On a consolidated basis, segment operating margin rate was 12.6% for the quarter and 12.5% year-to-date.

We are maintaining our guidance of approximately 12% for the year. While our year-to-date total operating margin rate was 13.4%, we're maintaining our guidance of mid 12% for the year due to anticipated changes in our tax methods for Federal tax ratios.

While the methods change, shift taxable income into the future and possibly impacts our 2015 cash guidance, it negatively impacts our 2015 P&L in two ways. First, it results in a non-recurring increase to unallocated paid taxes of around $45 million, most of that will likely flow through our third quarter unallocated corporate expense.

As a result, we expect unallocated corporate expense of about $200 million for the full year 2015. The methods change will also move our effective tax rate higher in the second half of the year and closer to the statutory rate due to lower reductions for domestic production activities.

As a result, we expect an effective tax rate of approximately 32% this year. So, for your modeling purposes, third quarter results are expected to reflect the majority of the $45 million non-recurring increase in unallocated corporate expenses, and our effective tax rate will be closer to the statutory rate.

The last EPS guidance item I would like to note is that we now expect the weighted average diluted share count of approximately 192 million shares for the full year. Looking at our EPS guidance for the year, we now expect EPS between $9.55 and $9.70.

The higher range reflects strong first half performance, the tax methods change and the lower expected share count than our prior guidance. We're also increasing the guidance for cash from operations and free cash flow.

Excluding after-tax discretionary pension contributions, we now expect cash from operations will range between $2.6 billion and $2.8 billion and free cash flow will range between $1.9 billion and $2.1 billion. With that, Steve, I think we're ready for Q&A..

Thanks, Ken. In order to allow time for everybody in the queue to get through, please limit yourself to a single question with one follow-up.

Kaitlin?.

Thank you, Steve. Your first question in queue comes from Noah Poponak with Goldman Sachs..

Hi, good afternoon, everyone..

Hey, Noah..

Hey, Noah..

Ken, maybe just a little bit more detail or some follow ups on those outlook components.

So, understand the unallocated, nonrecurring, the tax rate change, is that also nonrecurring or what does that do to the tax rate beyond 2015? And then the change in cash from ops and free cash, is that all just cash taxes or is it something else? And then does that sustain or not beyond 2015?.

So, on the corporate unallocated, that is a nonrecurring as is the impact on the income tax rate, Noah. It's just moving income from 2015 to 2016. As we changed the method, it'll continue to push income out 2016 to 2017.

So, essentially it's a one-time cash benefit, but we don't have to pay it back in the future, and we will then realize the benefits of the state and those federal deductions in 2016 and beyond..

Okay. Is it possible to perhaps, I know you don't want to commit to numbers beyond 2015, it's too early to do that, but perhaps there is a sort of directional break own you could provide.

On average, the next few years, the base business converts net income into free cash at X% and then between tax and pension or anything else that's a major bucket, what would drive you off of that regular conversion one way or the other?.

I would say, Noah, we wouldn't want to comment really beyond 2015. In terms of – you asked about CAS, in terms of CAS, I think there's some information on the website that has some directional data for CAS purposes for 2015, 2016 and 2017, but I don't think I'd want to comment beyond that..

Your next question in queue comes from Doug Harned with Sanford Bernstein..

Good afternoon..

Hey, Doug..

You have taken net debt up substantially over the last year, and I'm just trying to understand where you want to be in terms of a stable level of cash on the balance sheet going forward?.

And so, Doug, let me just kind of frame in a broad sense, because I don't think we want to pick one particular number. We manage the company based on the broad environment that we see.

And from a net debt increase perspective, we made a decision in 2013, and we followed through on it, that based on the attractiveness of the debt markets to our company at the time, it made sense for us to change our balance a little bit, go out and take on a little bit of additional debt and use that for share repurchase.

We've been doing that and I think that's served us all very well, and we have a very regular rhythm, if you will, to looking at where we are from a total debt position and what it means in terms of the way both we're operating the company as well as what our overall capital structure looks like.

So, we want to retain some flexibility in that regard; that's why I don't want to drive a stake in it at any one point in time. But, in general, I would just say our philosophy is, we want to make sure we're obviously respecting and treating our debt holders the right way.

But we look for the right economic environment and circumstances to position our overall capital structure in a way that we think it creates the most value..

And, Doug, I'll just mention that certainly we look to maintain more than a comfortable level of liquidity, certainly first looking at cash on the balance sheet and then beyond that additional credit capacity.

But, I would say that we're very careful in looking at our expected cash flows in determining when and where we make those investments and maintaining a comfortable level of liquidity..

And that's important given the nature of our contracting business that we ensure that we've got access to adequate cash to deal with the ups and downs of the budget and the appropriation process, and I think we have a pretty good model for how to do that actually.

It's a barely detailed model we use to project what our needs may be and add of course some risk factors to that. So I think in terms of cash on the balance sheet, our approach to managing that is serving us quite well..

But is that fair to say then that the level you're at right now is the level that you're comfortable with and I ask because as you finish this year and complete the 25% share repurchase effort, you look at the cash levels and the question we have is to think about what's the next step, whether you do beyond the completion of this current effort?.

Yeah. And I appreciate that question as well Doug. It's clear to us that we are going to be, assuming that the growth continues in the factor that we foresee it, continue to be a very good generator of cash as we have been for a number of years.

So, your question is a really important question with respect to cash deployment and I think it's appropriate to take a perspective on that now and just kind of layout where we are.

As I said in my remarks, we're about 90% complete on the repurchase program that we announced back in the middle of 2013 and at that time you laid out the objective of repurchasing 60 million shares which turned out to be about 25% of our then outstanding shares.

So, right now obviously we're very focused on getting done what we said we would do and that's our primary focus for executing on that and the team is very focused on making sure we complete it.

And this most recent program, while it's been at a higher run rate in terms of the rate that we purchase than our prior repurchase activities, it really is a continuation of the cash deployment strategy that we've had in place for a number of years and it goes directly to your question about cash generation and what do we with that.

And as I said in my remarks, our priorities are the same today as they have been.

First priority, always invest in the business where we could see that we can get a good return on that investment, but we're also focused on managing the balance sheet and we're clearly focused on ensuring that we're paying a competitive dividend and we've generally been targeting that in the 30% to 40% range of pension adjusted earnings and then with the excess free cash flow we have been very proactive in returning that excess free cash flow to shareholders via share repurchase.

So as I again said in my remarks, I think that's working out well for us. In fact, it's been that way for quite some time if you turn the page back to a little bit over a decade ago, once we get this current program finished off, we will have retired about that – about half of the total shares we had outstanding a little over decade ago.

So, you can take a look at how we've been doing over a long history of how we're deploying our cash and I think you can get the sense – we kind of like that strategy. We've been consistent I believe in both articulating that strategy and in executing the strategy. So we don't have any new announcements to make today.

I'm not in a place where we're going to say, okay after this program, it's done, here is what we're going to do.

We're focused on getting this program, but I think you can judge by our past actions over a relatively long period of time how we assessed and act on our cash deployment priorities and to your point that cash deployment is supported by a very robust approach to cash generation.

So, I hope that answers your question, perhaps in a little bit broader context than you asked it, but that's the way we're thinking about our company right now..

Your next question comes from the line of Jason Gursky with Citi..

Hi. Good afternoon. It's actually Jon Raviv on for Jason.

I was wondering if you could revisit some of those long-term margin targets by segment that Jim used to talk about and how they might be affected by some structural shifts in your business, i.e., more international and more aftermarket services linked to your platforms?.

Sure. Happy to talk about that, I would say that I think our long-term objectives in terms of margin rates for the sectors continue to be relevant, and as we look at our business going forward, we see in some respects offsetting factors.

We have some level of domestic development work that we see in front of us, and we have some more mature production work in terms of – particularly international opportunities, but other opportunities with E-3D and F-35 starting to ramp in those areas as well.

So, we have a little bit of a mix in terms of – potentially lower margin development work and higher margin production and higher expectations on international. That should offset, and I think that's because of those factors that the objectives that we've laid out continue to be relevant..

Yeah. I would just add to that the numbers that we've talked about over time I think are still meaningful, those are benchmarks, benchmarks that we see as representative of the way the businesses can perform based on a marked view of where we've been and how the industry performs.

Let me be clear, we incentivized our team to be better than the benchmarks and that's our core part of the strategy in the company.

But as Ken pointed out, there are pressures in both directions whether it is the mix of development and production that we have pressing in one direction or the growth in international pressing in a different direction, but it's our job to manage all of those things.

And as I said we measure ourselves on how well we do and that goes directly to the way our incentives work..

And as a quick follow-up on talking about services, services not necessarily linked to your platforms, how do you approach that portfolio in light of your competitor or one of your competitors suggesting they want out of that market?.

But we've been a very active manager of our portfolio for many years now on both, I would say the products and the services sides of the company and I think that portfolio management has been working well for us.

It's included taking a variety of actions, selling and spinning out businesses, as well as sometimes simply exiting some of our efforts through attrition. And those portfolios of actions have moved us largely out of the low margin commoditized service businesses.

In fact, if you look at IS and TS where the majority of our service business resides, those sectors today are reporting operating margin rates in the range of 9% to 10%. So I think that shows you what we've done already in terms of managing that part of our portfolio.

I think it's also important to add that we see our remaining service businesses as really important in supporting our efforts with our products business. So, there is really good strategic alignment of the different parts of the business in that way.

Just to give an example of that, if you look at the service businesses at IS and TS somewhere in the range of 80% to 85% of that service business is with our DoD and our Intel customers. So we think we've found the balance and mix that's working well to support our broad strategy.

We do of course continue to be active portfolio managers and we are constantly testing alignment or asking ourselves whether we're the best owners of each of these businesses and we also work hard just in a broader context to ensure that any decision that we make whether it's a decision to exit or a decision to retain any particular business that such a decision actually enables shareholder value creation based on the market conditions at the time.

I think that's a really important part of the thought process..

Your next question in queue comes from Howard Rubel with Jefferies..

Thank you..

Hey, Howard..

How are you both – all three of you?.

Good..

Good..

Since we're talking strategic, you guys do a nice – the company does a nice job of integrating airborne vehicles. And you look at opportunities and Sikorsky came on the market and there's elements that might very well fit with you.

So could you elaborate on what some of the considerations you undertook – because clearly it does have a cash positive contribution to Lockheed now that they've acquired it?.

Howard, I appreciate the question. We have a very strict policy that we adhere to that we don't give specifics on any particular transactional activity in the marketplace. But I think I can answer your question in a broad context. We are active and looking at a variety of things that come onto the marketplace.

And to your point, we are very thoughtful and our very first thing that we go to is really fit with the strategic factor that we see our company on and how we see individual elements of both our current portfolio and anything that we're particularly looking at how we see those things fitting together to create value.

Often times, we can see something that if you will from an architectural or engineering or how we sell something, we can see it fit together, but we can't get to the create value part, at least not in a relative sense to our other opportunities to deploy those resources that would be used in a particular transaction.

So we're strong adherents to that create value part of the equation and we're – as we look at a variety of different possibilities out there, we're just adamant that whatever we do honestly stacks up well against our other alternatives, so that's kind of the way we frame our thinking..

I appreciate both the discretion and the deliberate answer. Now, I want to just ask on operational question for a second..

Sure..

You've – there's a lot of money – well, there's an enormous amount of opportunity with the UCLASS program and the Senate has provided – basically has created you as, at least one of the viable opportunity or solutions there.

Could you sort of discuss how you see some of the unmanned vehicle market playing out from here? I mean, you're clearly the leader and you clearly have some very nifty solutions and it's been an important part of your growth as you outlined in the quarter..

It is an important part of our growth.

It's a very important part of our company and I honestly think we're still at the early stages of understanding collectively from a defense and security and perhaps even more broad perspective how unmanned systems and more broadly, I would say autonomous systems are over time going to play an increasing role and performing the missions that our nation and our allies need to perform.

On the target though of your question with respect to airborne unmanned systems, the growing recognition that the surveillance needs are continuing to expand and it's not a linear expansion, it's higher rate than that.

Those needs are continuing to expand to address all these challenges that we're seeing around the world, really is a direct connect into the strength of what unmanned can bring; the ability to operate with persistence, the ability to use the extra capacity, if you will, of a platform that you obtain by removing the need to support a humanoid and replace that with mission capability, all of those things play very well.

And to the true effectiveness of these unmanned systems and as we've been demonstrating on Global Hawk, our ability to bring the operating costs down on these systems to a place where the cost equation is so incredibly attractive, I think is going to only continue to grow.

As these systems grow and their operational utility, we'll be able to continue to bring down both the cost of creating the systems as well as the cost of operating these systems. So we are at the early stage and I appreciate it that you mentioned UCLASS. UCLASS was a phenomenal set or UCAS, the predecessor to UCLASS.

UCAS-D was a phenomenal demonstration of what these things can do, and it wasn't just the fact that we were able to both take off and land an aircraft on an aircraft carrier, this thing was a flying wing that we used to takeoff from land.

And for those who are students of aeronautical engineering, you'll understand how much harder that is than just doing any aircraft. So this was quite a demonstration.

And then to follow that up with a demonstration of the ability of UCAS-D to go up and get refueled in flight with a tanker, it's just a big big step forward that we're seeing in these systems. So I believe we've got a lot in front of us.

Where this will all go will be a mix not only of technology, but also of policy and operating doctrine, and sometimes those arenas are not as fast paced as the technology is. So I think we have to be thoughtful and recognize that there are a number of things that are going to pace it. But the work that's being done, for example, in the U.S.

in terms of aerospace integration that the FAA has taken on, I think is another signal of the growing recognition of the importance of this class of technology. So I'm excited about where this is going. Our team is clearly excited.

We are continuing to make sure that we're doing the right things to invest in this technology, both in terms of its development capability, but also in terms of our ability to produce it economically, and we see a bright future for unmanned systems..

Your next question comes from the line of Cai von Rumohr with Cowen & Company..

Thank you very much. So, Wes, with your share repurchase, your net debt to EBITDA has increased from a very modest level to a slightly higher level, still comfortable.

As you think beyond completing the announced share repurchase, what do you think the correct gross or net EBITDA, debt-to-EBITDA ratio is for the company? And how should we think about the potential for continuing the share repurchase after the current one is completed? Thanks..

Hi. Cai, let me kind of provide a similar perspective to the response I gave Doug on a similar, I know not exact question.

In terms of looking at the variety of metrics, whether it's the amount of cash we want to maintain on our balance sheet to ensure the robustness of our operations, or if we're thinking about important metrics like debt-to-EBITDA, this is an ongoing process for the company.

We take a very careful and thoughtful look at how our overall capital structure plays into what we're trying to achieve strategically as an enterprise and then what the consequential outcomes are for so many of these important metrics, and what those mean for our broader strategy and for, of course, our board and for our debt holders.

We're very thoughtful on both fronts. So, we haven't put out there any particular hard benchmarks on these things. We think it's important for us to be able to maintain some flexibility to deal with a changing environment that's out there, but we recognize our responsibilities to manage these things very carefully.

And we are very, very mindful of all the elements of the different metrics and how they are understood and relate to the way that they have potential impacts for our shareholders and our debt holders. So, with respect to share repurchase on a go-forward basis, as I mentioned earlier, we're proud of our history.

Our look back on that of how we performed on it, I think is quite positive. And that history does inform our thinking about the future. And that's kind of where we are today as we move forward and have more to say on it. We'll certainly continue to be clear and to articulate our strategy.

But we're comfortable with where we are today and it seems to make sense in today's environment..

Wes, should I take from your answer that how you approach it in the future will be heavily influenced by your success or lack thereof with the bomber competition?.

We really haven't linked those types of broad strategy questions ourselves to individual programmatic outcomes. Cleary, when we look at the integrated impact of all of our programmatic positioning, we include all of those considerations in terms of our overall cash deployment strategy.

As I mentioned earlier, our priorities forecast for deployment remain the same; investing in the business there's always first. If we can see an opportunity to invest and get a great return through those investments, that's where I like to put the first dollar.

But we're very prudent about that as our criteria for applying that dollar is the same as if we were doing something else different. We look at where we can get the return, and part of the reason for being in business is to deploy cash inside the business and to generate great returns and we're doing that. We see quite a few really good opportunities.

You mentioned one of them. There are a number of great opportunities that we have in our company, and it's exciting actually to be in a place where we see such an array, both domestically and internationally, of opportunities.

But that being said, as I indicated in an earlier response, we do anticipate very solid cash flows in our business, and we would expect that as we go forward, we're going to continue to have capacity to do a variety of things with those cash flows in alignment with those priorities that I've delineated..

Your next question comes from Sam Pearlstein with Wells Fargo..

Good afternoon..

How are you, Sam?.

Hi, Sam..

Hey. Wes, you kind of made a comment about the current situation with the budget resolution and starting with a CR and that's led you to not change your sales guidance.

And I'm just trying to just think through, I wouldn't think you'd get that quick of a turnaround and just want to confirm if there is some sort of resolution or if they get money through OCO, is there any scenario where that ultimately would help you in 2015?.

Sam, I'm glad you asked the question, because I think it's important to clarify.

When we are in a mode of a CR, particularly one that has on the back end of it a potential sequester, it's usually not so much the actual flow of dollars from an appropriation standpoint that impacts us in the near-term, it's more the way our customers are thinking about what might happen.

And we've seen a little bit of this in past years when we were in a CR situation and there was a lot of uncertainty as to whether or not Congress would act with respect to removing the BCA caps or what the sequester implications might be.

So this is more about our customers willingness to put things on contract or to allocate funds on existing contracts and we'll just kind of have to see what the environment looks like over the next number of months. As always, we're making sure that we are planning for a variety of scenarios.

So we don't expect to be caught short, if you will, in any respect with how things might play out.

But that small extent of volatility that's represented sort of in the range of our guidance is our thinking around, if we see something similar at this time to what we observed a few years ago when there was this uncertainty of what could happen, when you are in a CR with a potential sequester at the end of it, I think it's prudent for us to be clear that there is some potential uncertainty in that regard..

Thank you. And then just on some of the changes within the segments and I guess for Ken is really if it looks like Aerospace is up, Technical Service is up, you get some sort of a cash benefit from the tax change that you're talking about.

Is there anything that's on the negative side or is it those three items that really are affecting your free cash flow guidance for the year?.

I would say Sam that in terms of cash flow guidance for the year, I think the cash we expect to generate from the sectors is pretty consistent with what we expected at the beginning of the year and the update to the cash flow guidance is primarily tied to our change in tax methods, which is going to result in lower tax payments for the full year of 2015..

The next question comes from the line of Myles Walton with Deutsche Bank..

Thanks, good afternoon..

Hey, Myles..

First, just sort of clarification – hey, the clarification on the lower share count.

Is that buying more upfronts, lower dilution or are you going above and beyond the $60 million this year?.

For the most part that's buying little bit more upfront than we have planned Myles..

Okay. The question, maybe Ken is on the implied margin in the second half in both IS and AS respectively, 100 basis point plus sequential declines second half over first half and IS has some of that seasonality, AS generally doesn't, I heard you call it the one time in AS, but still it looks like there is more conservatism than not.

Can you help us bridge that?.

Yeah, thanks, Myles. I appreciate the question. So we did increase guidance somewhat at both AS and IS largely based on the performance in the first half of the year. You mentioned IS had some help from risk retirements on a restricted program as we disclosed.

And IS had some positive impacts from program completions and that's both in the first quarter and the second quarter. Also, I'll just mention that year-to-date margin rates for ES and TS approximate their 2015 guidance. Other point I would make is that, our segment margin rate is approximately 12%, so it's not a point estimate at 12%.

In terms of other thoughts, we do have the potential, as Wes has mentioned, for some customer behavior changes in the second half of the year, more likely to impact our short-cycle businesses, but we're keeping eye on that risk as we think about what our 2015 segment margin rate is.

All that being said, we incentivize our team to perform on this, and several other metrics and certainly look forward to working with a team to continue to focus on managing risk and capturing opportunities in the second half of the year..

Okay, Thanks..

Your next question comes from the line of Robert Stallard with RBC Capital..

Thanks so much. Good afternoon..

Hey, Robert..

Hey..

Wes, you mentioned that you expect to expose this year to make up roughly 15% of sales.

I was wondering how much of that is already in the backlog, and also where you think this percentage could hit, maybe hit into next year?.

So, in terms of the backlog, I think pretty much all of it is reflective in our backlog today. So, I think it's a fairly straight forward projection for this year. We're not guiding it to next year. All I would say though is, international continues to be a growing part of our business.

We're excited about the opportunity space that's in front of us and I have in the past sort of clicked through some of those things that might give us the opportunity of your question just to remind everyone of kind of what we see out there.

We've earlier this year announced already the Global Hawk in Korea and I see that as a really important first step in the growth of unmanned for our allies. We have Japan very interested in Global Hawk. They made an announcement earlier of their interest. Australia, as well, has announced their interest in Triton.

Germany is now taking a hard look at Triton as well. So the whole arena of unmanned, particularly in the surveillance space I think is going to be a very nice set of opportunities for us. I mentioned Japan, not only are they pursuing Global Hawk, they're also pursuing E-2D and E-2D is a platform.

I believe we will see a number of opportunities emerge for us around the globe. It is a remarkable capability that Navy is very successfully deploying and utilizing, and I'm sure that a number of our allies around the globe are going to be quite interested in that.

Electronics, which historically has been our strongest business in terms of the fraction of its sales that are international, continues to see a lot of opportunities. The SABR program that we announced earlier in Taiwan is one that I think we're going to see some nice opportunities around the globe.

Cleary, Korea, is one that is in the near term, more near term than some of the others, but I think that's representative of the breadth of abilities that ES is bringing to the international marketplace.

And then both IS and TS have a variety of opportunities out there as well, whether we're talking about air defense systems or we're talking about sustainment opportunities or in some cases the cyber opportunities. So it's an important and growing part of our business and we're delighted to be able to serve our allies in a more robust manner..

And then, Wes, just to mention, to add on to that, I think that we have international opportunities, we also have a robust set of domestic opportunities as well depending, the international opportunities do at times take a little bit longer to turn into sales, so depending on what moves first, in terms of domestic, we talk about LRS, F-35 ramp up, E-2D ramp up.

Depending on what moves first, you could see international growth with domestic growth out pacing it potentially in one year or another..

Sure..

Okay. That's great. Thank you very much..

Thank you..

Your next question comes from the line of Richard Safran with Buckingham Research..

Hi, good afternoon..

Good afternoon..

Hi..

So, I have just one question, but it's really kind of a two parter here. Wes, obviously the main focus right now on procurement is Long-Range Strike Bomber, but you recently teamed with L-3 and GD on JSTARS recap, which you mentioned by the way in your opening remarks.

So, first thing, is the fact that, a bunch of teams has now been formed, any indication that the program is moving forward? If you could, can you give us some sense of a timeline and maybe size of the program that sort of thing? The second part is, if you mentioned T-X in your remarks, the new trainer, I missed it, but I thought you might give us an update on the program and your current thinking there? And in your answer if you could add any new initiative of the programs that you are focusing on now that I might have missed?.

Sure. Thanks in terms of Joint STARS, first let me start up by saying we're delighted to be able to team with both General Dynamics and with L-3 to pull together an offering that we think will just do an outstanding job of meeting the requirements and doing so in a very affordable manner.

So, we're delighted with that partnership and looking forward to the competition. The other competitors that have announced so far, my recollection of that is, both Lockheed and Boeing have announced their interest in this competition. So that'll make it a very good competition and we're looking forward to putting together a very competitive offering.

The current state of play on Joint STARS is all public information. The Air Force has indicated that they're planning to award a development contract sometime in 2017.

I think right now they're talking about towards the latter part of 2017 and then play it out from there in terms of getting to production or production representative aircraft and then roll that on into production over the course of 2020s. So, we're focused on two things.

Obviously, we have responsibility and accountability for maintaining and sustaining the current fleet of Joint STARS, but we're off the belief that the new program can move along as quickly and should move along as quickly as the Air Force can support it from a funding perspective, and in fact we think the nation would be served well by moving it along very quickly, because the technology is ready and it's a matter of integrating and getting the aircraft flying.

On T-X, that too continues to move forward. There we're delighted to partner with BAE Systems and I think as you may have read a little bit or seen some of the coverage in some of the industry trades, we're focused on a new development type aircraft, and we're looking forward to having a bit more to say about that in the coming months.

But, we believe we'll be able to put forward a very compelling offering there as well. I would tell you that the Air Force has been indicating, continuing to indicate that T-X is an important priority for them, and that they're going to continue to be supporting that in their overall budgeting approach.

So, we're looking forward to being able to compete on that, and provide I think a very compelling offering there as well..

Thank you very much..

Thank you. Thanks, Richard..

Your next question in queue comes from Carter Copeland with Barclays..

Hey, Carter..

Hey, good afternoon..

Good afternoon, Carter..

Couple of just clarification details, Ken, on the AS performance in the quarter.

I wondered if you could just sort of tell us which was the bigger grower in absolute terms, unmanned or restricted? And then, a second one on the in-theater force reductions in IS, which has obviously have come up in several quarters in your description, how much more downside do you see there for that business, and are we getting close to a bottom related to that? Thanks..

Sure. Carter, no problem. At AS, I would say, the largest driver for the quarter was unmanned in terms of top-line what drove the performance for the quarter.

And then, your second question in terms of in-theater, the biggest in-theater impacts that we see are at IS and the ES, and we project about a $200 million reduction this year in-theater sales to, I think it's about $700 million for the year. And actually last year the bigger piece of that reduction was that IS.

This year, the biggest piece of that reduction, probably two-thirds, is ES just as the different programmatic and programs that they have in-theater are ramping down. So that's where we see it for this year and $700 million is kind of the baseline for 2015, and beyond that we haven't yet, I would say, put pen to paper on what that would look like..

Okay. Thanks. I'll stick to that..

Thanks, Carter..

Your next question in queue comes from Robert Spingarn with Credit Suisse..

Afternoon..

Hey, Rob..

Hi, Wes. Wanted to go back to capital allocation, but I'm not going to ask you what you're going to do next from a buyback perspective.

But instead, ask you if the environment stabilizing here might make M&A a little bit more interesting, not talking about specific deals, but just your overall view about what's out there, especially given just the size of these very binary opportunities in front of you and dependent on how those might go..

Yeah, I think it's very possible that a shift in the environment may cause a variety of additional opportunities to become present in the marketplace, but for us the question would always be value and whether or not anything that we're looking at stacks up well relative to our other alternatives.

As I've said in the past, and I feel that way today, when I look at our footprint here in the U.S., I really don't see a big burning hole in our portfolio in some way and that therefore puts us in a position where we feel really good about our portfolio.

Our decisions are really genuinely going to be value based, and we really have to see the business case for something to make sense for us.

So, the thrust of your question was whether there may be more opportunities coming into the marketplace, and yeah, there may very well be, the question will be how will they stack up relative to other alternatives..

Obviously, the value part of that answer makes a lot of sense.

But considering just again you've been focused on the stock and that value equation has changed over time with your success with the stock, so can we at least assume that that hurdle rate for alternatives changes relative to your valuation?.

Well, I think you have to look at all the alternatives. Clearly, we talked about our interest and our history on share repurchase. We also look at our dividend, but we also look at investing inside the company where we have a lot better insight into what the possibility of return is and we have a lot more ability to affect that outcome.

So I didn't put all the words into the prior answer. I would add the word risk adjusted return. We really do think about the risk part of the equation as well when we think about overall value. But as we go forward, we'll continue to look at what our long-term view is of the company's valuation.

The answer to your question is, yes, clearly our share repurchase program has been a big part of our success in generating value for our shareholders, but history has not yet ended.

We keep looking forward and are convinced that we have a lot of opportunity on a go-forward basis to continue to generate value, and we take that longer term view when we think about share repurchase. We're not just looking at the price as of today; we take a longer term view, and that served us really well.

As I said, we've been at this now over a decade and our average price of repurchase over that decade looks really really effective compared to where we're trading today, and we think about our share repurchase program with that type of very long-term view..

Kaitlin, I think we'll do one more..

Your next question in queue comes from the line of Hunter Keay with Wolfe Research..

Hi, guys. Thanks for getting me on; I appreciate it..

Thanks, Hunter..

Hey, Hunter..

Good morning – well, good afternoon. I know we've talked about this, so I'll try and ask it a little bit different way.

On long-range strike, in the event that you are successful, can you give us an idea of what type of incremental CapEx you might be looking at? And in the event that you're not successful, I know you said that you are not going to necessarily change the way you think about capital allocation per se in a vacuum, but would that change the way you think about M&A in the context of being maybe a buyer or a seller? Not necessarily would it raise the appetite to engage in it, but would it change the way you think about it? Thanks a lot..

Sure, Hunter. I'll take the first part of the question and turn it over to Wes for the second. In terms of capital, we've talked about the amount of capital expenditure that we expect to incur in 2015. We've talked about a number around $700 million. We think that's – at this point, we think that's a reasonable number of where we are for the year.

And given what we've seen publicly about the timing of an LRS award, I don't think that impacts us significantly one way or the other.

I would say that we don't provide guidance beyond 2015, but one way or the other as Wes mentioned we do expect to be strong generators of cash flow whether that's cash from operations or free cash flow as we project out beyond 2015..

And Hunter on your question regarding whether a outcome on LRS would change our perspective on M&A, let me get to what I think is underlying some of the questions we're hearing in that regard and that goes to essentially the question of scale or top-line growth.

And I'll say what I've said so many times in the past, we do not manage our company on the top-line. We manage the company based on value creation.

In fact, over the last number of years, we've taken a number of actions that have very intentionally reduced our top-line, because we saw those actions as accretive to value and that's the way we're thinking about our overall value proposition.

So the question of – if we're not successful on one thing or another and perhaps that means our sales are not growing as quickly, do we try and make that up some way with M&A, that's not the way we think about it.

What we do think about is look at each of the alternatives that we see that are available to us in one way or another, stack them up against our priorities, stack them up against risk-adjusted value creation opportunity and make our decisions on that basis and that's the way we're going to be doing..

Great. That concludes the call. I apologize we didn't get through the queue. I will be in my office for anybody who wants follow-up call. And with that, Wes, I'll turn over to you for final (59:04) comments..

Okay. Thanks, Steve. I'll just wrap-up by saying what I said at the beginning of the call. Our team across the company is absolutely focused on performance, and that focus and commitment is really serving our shareholders, our customers, and our employees really, really well.

And I'm very, very proud of what our team is doing, and how they are getting it done. We certainly appreciate all of you joining us on our call today and we also appreciate your continuing interest in our company. Thanks for joining us, everyone..

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect..