Stephen C. Movius - Northrop Grumman Corp. Wesley G. Bush - Northrop Grumman Corp. Kenneth L. Bedingfield - Northrop Grumman Corp..

Carter Copeland - Melius Research LLC Myles Alexander Walton - Deutsche Bank Securities, Inc. Noah Poponak - Goldman Sachs & Co. LLC Douglas Stuart Harned - Sanford C. Bernstein & Co. LLC Samuel J. Pearlstein - Wells Fargo Securities LLC George D. Shapiro - Shapiro Research LLC Seth M. Seifman - JPMorgan Securities LLC Richard T.

Safran - The Buckingham Research Group, Inc. Sheila Kahyaoglu - Jefferies LLC Peter J. Arment - Robert W. Baird & Co., Inc..

Good day, ladies and gentlemen, and welcome to Northrop Grumman's Third Quarter 2017 Conference Call. Today's call is being recorded. My name is Natalia, and I will be your operator today. At this time, all participants are in a 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, Natalia. And welcome to Northrop Grumman's third quarter 2017 conference call. Before we start, please understand that 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 earnings release and our SEC filings. These risk factors may cause actual company results to differ materially. Matters discussed on today's call may also include non-GAAP financial measures that are reconciled in our earnings release.

I would also note that after the call, we will be posting an updated company overview to our Investor Relations homepage. 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. Hello, everyone, and thanks for joining us. It was a very productive quarter, and I'd like to extend my appreciation to our entire team.

We continue to generate strong financial results, higher total sales, higher operating income in all three of our sectors, strong EPS growth, and strong cash generation, while taking strategic actions to further strengthen and enhance Northrop Grumman's long-term profitable growth vector.

I'll first provide an update on strategic actions and then discuss our third quarter financial results and 2017 financial guidance. On September 18, we announced our agreement to acquire Orbital ATK for $134.50 in cash per share, approximately $7.8 billion in cash plus assumed debt of about $1.4 billion.

On October 13, the company issued $8.25 billion of unsecured senior notes to finance the acquisition and pay related fees and expenses. This combination represents a compelling value creation opportunity for the customers, shareholders, and employees of both companies.

We fully expect our complementary portfolios of leading technologies, along with our aligned and innovation-focused cultures to yield significant value creation through revenue, cost, and operational synergies.

We believe all of our stakeholders will benefit from expanded capabilities, accelerated innovation, and greater competition in the critical global security domains of space, missiles, and missile defense.

In addition to these compelling strategic benefits, we expect Orbital ATK will be accretive to our earnings per share and free cash flow per share no later than the first full year after acquisition. I want to provide brief updates on our efforts with Orbital ATK to meet the closing conditions.

First, we understand Orbital ATK is scheduled to conduct its shareholder meeting on November 29. Second, the acquisition of Orbital ATK is subject to regulatory approval by authorities in the U.S. and in the EU. The FTC is reviewing the proposed transaction in the U.S. in consultation with the DoD, and the European Commission is reviewing it in Europe.

We expect the transaction to receive thorough reviews, and we are engaged with the agencies in an effort to facilitate those reviews. We continue to expect the acquisition to close in the first half of 2018. We also announced several leadership transitions that will be effective at the first of the year.

Gloria Flach, our Chief Operating Officer, and Sid Ashworth, Corporate Vice President Government Relations are retiring at the end of the year. Gloria and Sid have made tremendous contributions to our company and to our nation, and I want to thank them for their leadership in our company.

Kathy Warden will assume the role of President and Chief Operating Officer at the beginning of the year. Kathy has led Mission Systems since 2015 and prior to that she led our former information system sector. Our sectors will report to Kathy and she will also be responsible for the integration of Orbital ATK when that transaction closes.

As we've previously announced, we plan to initially operate Orbital ATK as a fourth sector to ensure a strong focus on program performance and operational stability. With Kathy assuming her new role, Mark Caylor will be the new President of Mission Systems.

Mark has successfully led our Enterprise Services, corporate strategy and M&A functions, and previously served as our Corporate Treasurer. Shawn Purvis our current Chief Information Officer will lead our Enterprise Services team and Lesley Kalan will head our Government Relations team.

All of these transitions will be in place at the beginning of the year and we'll ensure we continue to have a strong operating environment through the duration of the Orbital ATK integration process and into the future. As I indicated earlier, we had another strong quarter in terms of financial performance.

Sales rose to $6.5 billion, a 6% increase resulting from higher sales at Aerospace Systems and Mission Systems. Year-to-date total sales are also up 6% and based on these results, we now expect 2017 sales to increase to approximately $25.5 billion. Higher sales drove a 4% increase in third quarter segment operating income and 3% growth year-to-date.

We continue to expect a mid-11% segment operating margin rate for the full year. Total operating margin dollars increased for both the quarter and the year. Operating margin rate was 12.9% for the quarter and 13.2% year-to-date.

We continue to demonstrate that we can grow operating income through a combination of sales growth and performance as we execute on a portfolio of important new development programs, as well as ongoing production programs. We generated strong earnings per share growth for both the quarter and year-to-date periods.

Earnings per share rose approximately 10% in the quarter and 13% year-to-date. Based on those results, we now expect 2017 diluted earnings per share of $12.90 to $13.10. Cash from operations and free cash flow were both strong for the quarter and support our guidance for the year.

Capital spending reflects our continued investment in support of long-term profitable growth and affordability for our customers. Our capital deployment strategy continues to call for investing in the business, managing the balance sheet and returning cash to shareholders.

The Orbital ATK acquisition and our robust capital expenditures represent substantial investments for long-term profitable growth. During the third quarter, we paused our share repurchases as we were considering the Orbital ATK acquisition. Year-to-date, we've spent $393 million to repurchase approximately 1.6 million shares.

$2.3 billion remains on our current share repurchase authorization. Returning cash to shareholders through a competitive dividend and share repurchases remains a priority for our company. Ken will address the operating performance of the sectors.

But I wanted to touch on several of the business capture efforts with significant activities during the quarter. The Air Force chose Northrop Grumman as one of two teams down selected for technology maturation and risk reduction contracts for the Ground Based Strategic Deterrent.

We received a $328 million contract to perform work in advance of full-scale development on the nation's next-generation ICBM system. Northrop Grumman has played a critical role in the U.S. Air Force's intercontinental ballistic missile system since its inception.

As a trusted partner and technical integrator, we've mastered the complexities of its flight, launch, and command and control systems. We're very pleased with this win, and we look forward to the opportunity to provide the nation with a modern strategic deterrent system that is secure, resilient and affordable.

With respect to other new platform opportunities, I know that many of you may have questions regarding the Joint STARS Recapitalization and the MQ-25 programs. We have notified the Navy that Northrop Grumman will not be submitting a bid on the MQ-25 program.

Our assessment of the final RFP, which required a fixed price incentive bid for this development work, was that we could not put forward an attractive offering to the Navy that would represent a reasonable business proposition for our company.

We continue to work with the Navy on a variety of important autonomous systems programs, and we look forward to addressing future opportunities to support the Navy in this regard.

We have submitted a bid for the Joint STARS Recap program as prime, and our Mission Systems sector has submitted proposals for its radar to all the primes competing on this program. With respect to our bid as a prime, we feel that we, together with our partners, General Dynamics and L3, have put forward a compelling offer. We understand that the U.S.

Air Force is conducting an assessment of whether to proceed with this program. We presently do not have any information regarding their evaluations, and we stand ready to support the Air Force as needed going forward on this important mission.

I'll close my remarks by noting that we are still operating under a continuing resolution that expires on December 8, with fewer than 30 days remaining in the current congressional session.

As our customers address a variety of national security issues, the readiness of our forces, the aging of our strategic deterrent, the increased vulnerability of our space assets, to name just a few, it's critical that funding to fulfill our national security missions is adequate, timely, and predictable.

In summary, it was a very productive quarter in which we continued to generate strong financial results while taking strategic actions to enhance Northrop Grumman's long-term profitable growth and value creation for all our stakeholders. So, now, I'll turn the call over to Ken for a more detailed discussion of our results and our guidance.

Ken?.

Thanks, Wes, and good afternoon, everyone. I'll add my thanks to our team for a strong third quarter and year-to-date results. My comments will cover our financial results, updates to our 2017 guidance, and I'll also provide some color on our recent debt offering.

Starting with the quarter results, our strong operating performance combined with a lower share count generated another strong quarter of EPS growth. Positive earnings trends continued in the third quarter. Sales were higher at two of our three sectors, and all three sectors had higher operating income and solid margin rates.

Moving to sector results and guidance. Aerospace System sales were up 11% for the quarter and 12% year-to-date. Manned Aircraft was again the primary growth driver for both periods as we ramp up on restricted activities. Higher F/A-18 and F-35 deliveries contributed as well. Autonomous Systems and Space also had higher revenue for both periods.

Growth in restricted space activities is more than offsetting lower volume for programs like the James Webb Space Telescope and Advanced EHFs. In Autonomous Systems, the ramp-up on Triton and other programs continues to more than offset lower NATO AGS volume.

Based on year-to-date results, we are increasing our 2017 sales guidance for AS to a range of $11.7 billion to $11.8 billion versus our prior guidance of $11.5 billion to $11.7 billion. Operating income at Aerospace Systems is up for both the quarter and year-to-date with operating margin rates of 10.8% and 10.7%, respectively.

The trend for both periods relative to the prior-year periods largely reflects mix as we ramp up on Manned Aircraft development work. The mix impact on margin rates and Manned Aircraft was partially offset by improved performance in other areas, including a $56 million positive EAC adjustment on a restricted program.

As you know, EAC adjustments at AS can be lumpy. On a quarter-over-quarter basis, the increase in net EAC adjustments at AS was $14 million. For 2017, we continue to expect a high 10% margin rate at AS. No change to prior guidance. Moving to Mission Systems. Sales rose 5% for the quarter and 3% year-to-date.

Increased volume for sensors and processing programs contributed to higher sales for both periods and included increased volume on electro-optical, infrared self-protection and targeting programs, F-35 sensors and the SABR program.

During the third quarter, Mission Systems also had higher volume on air and missile defense programs and their Advanced Capabilities business. Mission Systems' operating income increased 3% for both the quarter and year-to-date, driven by the higher sales volume. Operating margin rate was 12.8% in the quarter and 13% year-to-date.

For 2017, we now expect MS revenue will range between $11.2 billion and $11.3 billion versus our prior guidance of $11.1 billion to $11.3 billion. Based on year-to-date results, we continue to expect an MS margin rate of approximately 13%, no change to prior guidance.

At Technology Services, third quarter sales were slightly lower than last year and year-to-date TS sales are 2% lower due to the completion of several programs, as well as lower volume on the KC-10 program.

Operating income was up slightly for the both the quarter and year-to-date, and TS continues to achieve a very strong margin rate of 11.2% for both periods. Based on year-to-date performance, we are increasing TS sales guidance to approximately $4.7 billion, the high end of our prior range of $4.5 billion to $4.7 billion.

We are also raising TS operating margin rate guidance to approximately 11% versus our prior guidance of mid-10%. Our total segment operating income increased 4% in the third quarter and 3% year-to-date. And we continue to expect a mid-11% segment operating margin rate for the year. No change to prior guidance.

Total operating margin rate was 12.9% for the quarter and 13.2% year-to-date. I would note that we had a $90 million increase in third quarter unallocated corporate expenses. The most notable single part of the increase was $27 million in Orbital ATK transaction costs.

In addition, last year's third quarter unallocated was relatively low and included a $30 million benefit for state tax refunds. For the full year, we now expect unallocated corporate expenses of about $225 million due to transaction costs, as well as the higher run rate we usually see in the fourth quarter.

This is a $25 million increase to our prior guidance of approximately $200 million. Higher third-quarter unallocated corporate expenses were partially offset by a higher net FAS/CAS pension adjustment. During the third quarter, we completed the demographic study that allows us to finalize our cash pension expense for the year.

Based on the study results, we now expect CAS of approximately $1.02 billion versus our prior estimate of $960 million. We now expect 2017 FAS will be $435 million. In the third quarter, we conformed our methodology of accounting for administrative expenses across our various plans, which reduced FAS expense by about $25 million.

So, we now expect the 2017 net FAS/CAS adjustment of about $585 million versus our prior estimate of $500 million. At the beginning of the year, we provided a CAS estimate of approximately $1 billion for both 2018 and 2019.

We'll update our pension estimates on our fourth quarter call, but for your modeling purposes, barring a major market dislocation, we would now expect CAS recoveries will be in the range of $900 million to $1 billion annually for 2018 and 2019, as well as for a few additional years.

At the beginning of the year, we estimated 2018 and 2019 FAS would be $400 million and $350 million, respectively.

Holding our current discount rate and expected rate of return assumptions constant, we would expect 2018 and 2019 FAS of $375 million and $275 million, respectively, due to the upgraded demographics and the methodology change I mentioned earlier. FAS should continue to decline post-2019, again, keeping all assumptions constant.

I would remind everyone that a 25-basis-point change in our discount rate changes 2018 FAS by approximately $70 million and a 100-basis-point change in plan asset return around our 8% expected rate changes 2018 FAS by approximately $50 million.

I would note that our plans have a strong net asset performance of approximately 12% through September 30, and as you know, interest rates are lower now than at the end of last year, which would impact our 2018 discount rate.

Regarding required CAS contributions to the pension plans, as we noted earlier this year, we expect approximately $100 million in each of 2017 and 2018 and $400 million in 2019. Holding assumptions constant, including our 8% expected rate of return, our 2020 required contributions would be almost $900 million.

If our plan asset return hold at 12% this year, our $400 million required contribution in 2019 would decline modestly and our required contribution in 2020 would be reduced by about a third to roughly $600 million.

I would also note that for the foreseeable future, we expect our CAS recoveries will continue to be greater than or equal to our annual funding requirements. We continue to monitor progress on tax reform, and if it makes economic sense, we would consider making a voluntary contribution to the plans this year.

Moving to taxes; you saw in our release that we had some credits and deductions that reduced our year-to-date effective rate to 22.3%, and for the year, we're now expecting effective tax rate of 24.5%, which implies a fourth quarter tax rate of around 32%.

As Wes said, we now expect 2017 diluted earnings per share will range between $12.90 and $13.10, which assumes that we will have weighted average shares outstanding of about 175.5 million versus our prior expectation of 175 million. Moving to cash; cash from operations totaled $938 million in the quarter.

And after capital expenditures of $217 million, third quarter free cash flow totaled $721 million. Based on year-to-date results, we continue to expect free cash flow in the range of $1.8 million to $2 billion, after capital expenditures of approximately $900 million. No change to prior guidance.

This guidance excludes any potential voluntary contribution I previously discussed. Just a quick comment regarding the new accounting standard for revenue recognition. We currently expect 2017 sales under the new standard will be modestly higher than 2017 as reported under the existing standard, roughly in the 1% to 2% range.

This is driven by the conversion to cost-to-cost accounting from units of delivery on growing programs. Before I move to Q&A, I wanted to briefly touch on a debt offering we completed earlier this month.

We issued $8.25 billion in senior notes in 3-year, 5-year, 7-year, 10-year and 30-year tranches at a blended rate of 3.14% to fund the Orbital ATK acquisition.

Given the favorable interest rate environment, we were comfortable issuing the debt now with the provision that $6.25 billion of the debt has a mandatory redemption feature with respect to the completion of the Orbital ATK acquisition.

The debt has a $0.15 per share net negative carry in the fourth quarter of this year and $0.20 per quarter next year. So, in summary, it was a great quarter, and we look forward to continued strong performance from our team for the remainder of the year. With that, I'll turn it over to Steve to start Q&A..

Thanks, Ken. Prepared comments run a little bit longer today than usual. So, I'd ask each participant to ask a single one-part question. Natalia, please open the line..

Your first question is from the line of Ronald Epstein with Bank of America Merrill Lynch..

Hi, Ron..

Hey, Ron. Are you there? Natalia, let's keep moving..

Your next question is from the line of Carter Copeland with Melius Research..

Hey. Good morning, gentlemen..

Hey, Carter..

Hi, Carter..

Wes, I know you don't want to provide guidance for 2018. This isn't a question to ask to get it. But I wondered if you might be able to give us some insight into the planning process? I mean, is that time of year to put together the plan if nothing else? You guys are meticulous planners. But you got a lot out there in terms of trying to manage growth.

You're trying to close and integrate an acquisition. There's a very wide range of budget scenarios out there from caps to bigger numbers and what not. There's just a lot of moving parts as you put together that 2018 plan.

Can you help us understand maybe what some of the risks and opportunities are, as you try to put all that together and manage it, just give us a sense of how you're looking at that for 2018 in terms of what the risk and opportunities are?.

Well, thanks, Carter. I really appreciate that question. It's clearly an exciting dynamic time at Northrop Grumman, and quite frankly, across our industry. And as you pointed out when we look at the timeline in front of us, and by the way, our planning is not just for 2018.

We are a long cycle business, we think about things over a much longer cycle than year-to-year.

And as we think about our business, it is a process that has, as you framed well, finding the right balance, and making sure that we are planning and allocating resources appropriately, while also being very clear-eyed about the opportunity set that is in front of us, and my experience over the years in the defense industry is that it's easy to become enamored with opportunities, it's much more difficult to have a discipline to look at them through the lens of both being assured that we can deliver for our customers, which we take incredibly seriously in our company, as well as being able to deliver for our shareholders and for our team over time.

And so, our annual process is very thoughtful on in that we force ourselves to take a really hard look at things, and do it without attachment. It's easy to get attached to things that you've been working on and feel that you just want to keep going down the road, but sometimes it's better to get off that road. So, we are in that process now.

We, as I mentioned during my remarks, announced some leadership transitions, we tend to announce those a bit before the end of the year as we did with these transitions in that we want those who will be in the seat at the beginning of the year to own the plan, and be both responsible and accountable for the execution of the plans, and that process is going well.

You asked about risks and opportunities. Clearly, we're in an environment where our customers are asking us to do a lot of new things, and so that's a very good opportunity environment.

We've been pleased to see the bipartisan support broadly for better supporting our customers then perhaps has been done over the last number of years with respect to budgets. The attendant risk with that is of course the process. We are unfortunately still operating under a continuing resolution.

We have yet to get to a place where Congress has been able to figure out how to move past the Budget Control Act which it needs to do. And so, consequently, that imposes all source of challenges from a planning perspective not only for our company, but even more importantly for our customer community, and inherently, that drives risk.

It drives risk into current operations and it drives risk into future acquisitions. So, that's an area that we pay very close attention to.

We are growing as our other companies, not just in our industry, but around the country and around the globe, and with that growth comes the demand for talent, and as I think about the big important things in front of us over the next few years making sure we get it right on talent is right there at the top of the list.

We are a company driven by the intellectual capacity, the hardworking commitment of our team, and making sure we continue to build that with the right team members as we go forward is just incredibly important. We had a good year last year and it looks like we're going to have a good year this year in terms of our recruiting efforts.

I'm just absolutely delighted with the talent that we're able to bring into the company, both those with significant experience, as well as the talent that we're seeing coming out of universities, both here in the U.S. and around the globe as we're recruiting. So, I'm excited about that.

And I'm also excited to see our customer increasingly focused on the more advanced class of technologies. That's an area of strong focus for our company.

Clearly, there is an attendant risk that goes with that in terms of being able to mature and realize the technologies as we pull them into the programs, and it's another thing that we do in our planning process, is to really take a hard look at where we stand. We have a great group of technologists in our company.

Pat Antkowiak, our Chief Technology Officer does a fabulous job of leading us through a clear-eyed look at those things.

So, it's an environment that does represent quite a few opportunities for us, quite a few challenges to make sure we get it right, but I have a lot of confidence in our team in being able to sort through those things and come out with the right balance..

Great. Thanks for the color, Wes..

Thanks, Carter..

Your next question is from the line of Myles Walton with Deutsche Bank..

Good afternoon..

Hey, Myles..

Hey, Wes. This almost infrequent – or frequent occurrence of announcing no bids on contracts is interesting. And I wanted to probe a little bit. This is a third major program where you've chosen to not bid, and despite having what I'd view is better than average chances of winning.

And I wanted to take it from a level of what is the government walk – effectively by Northrop turning down, entertaining these bids as a qualified bidder, what is it in these proposals that's turning the company off and is it a detriment to the industry and how are they going to attract those companies outside the industry if Northrop Grumman is kind of saying no to some of these?.

Yeah, Myles, let me give you a little flavor on that because it's I think important to look at each of these things in its own context and also through the lens of the individual companies, which are different lenses. And so, what I'm about to say, it doesn't suggest – is not intended to suggest that other companies don't follow similar principles.

I can only say how it is that we think about things. When we're looking at one of these opportunities, let me be really clear, our objective is not just to win. Winning is great. It feels good on the day of an announcement. But if you can't really execute on it and deliver on it for your customer and your shareholders, then you've done the wrong thing.

And we've worked hard over a long number of years in our company to have great clarity around what our objectives are. When you're entrusted by the U.S. or any one of our allied nations to do something in the defense arena, that's a real bond of trust you cannot afford to break.

And we really look hard at executability under the terms of the RFPs that come out to make sure we can really execute. And so, sometimes, you might say we're a little tough on ourselves in that regard. But I just demand and our leaders across the company demand that we are clear-eyed about that.

We do a lot of our own independent, whether you want to call them, black hats or red teams, or whatever we may happen to call them on individual bids, where we question ourselves aggressively to attest, can we really do this? And if we feel confident that we can, if there is good compelling evidence that we can, then we're going to go forward and make offerings that are intended to be attractive both for the customer and for the company.

And in those cases where we don't see that outcome, then we feel we actually have a real obligation to be very clear with our customers about not only our decision, but the rationale for our decision. And in each of the cases that you mentioned, that has been our approach.

And I would say in general, our customer has been appreciative of the feedback, not so much that they want to change things for any particular bid because they've made their decisions on how they're proceeding.

But it helps them understand the way that industry is looking at these things, and I would say they've been very inviting of those conversations. So, I don't see anything particularly negative in all of this. It is simply a reflection of getting the right matches, so that the customer gets what they need and industry gets what it needs.

And I intend for us to continue to have that high degree of discipline as we go forward..

Yeah. Just to be clear, I'm sure you're making the right decision from the company perspective, I just hope the customer is kind of cognizant of the decisions they're driving for rational companies as well. Thanks. Thanks, Wes..

Yeah. Thanks, Myles. And as I said, that's why we feel that it's so important to be as clear as we can when we make one of these decisions to fully explain ourselves to our customers..

Your next question is from the line of Noah Poponak with Goldman Sachs..

Hello, everyone..

Hi, Noah..

Hey, Noah..

Wes and Ken, in looking back at the – at what you said when the OA announcement was made with regard to synergies. It looks like you actually broke out multiple buckets of synergies. So, there was – you had quoted $150 million run rate by 2020.

But it looks like that was actually just in what you're calling cost, which it sounds like is primarily or maybe entirely just where there's duplicative cost between the two organizations, and then there's an additional bucket of operational, and then there's the additional bucket of revenue.

Is that the right interpretation and can you size, even if it's directional or even in a really wide range of how those other two buckets could compare to that $150 million of duplicative cost?.

Thanks, Noah, for the question, and I'll start off. And if Wes has anything to add, he can jump in at the end here. We did. You got it exactly right. We did bucket into three parts, the first being cost savings. And I would say that is sequentially the first that we will expect to see.

So, we're estimating about $150 million of annual cost savings by 2020. And we have modeled some cost that we will incur in order to get there. So, we've modeled – I believe we talked about $75 million in the first year and a half or so. We are looking beyond that at operational synergies.

And you can think of those as being in the areas like supply chain and manufacturing where beyond the initial cost savings, we would look to find some additional synergies that certainly we would work to make sure that those drive cost savings as well, but we are not able to quantify that at this point in time.

And then the third bucket is the revenue synergies.

And what I will tell you is that that's probably the piece that's going to take the longest, both of us being long-cycle businesses, but we do expect that as we start to pass the cost synergies back to the customer over three to four to five-year period we would see the revenue synergy sort of filling in that reduction in the cost savings that accrue to us versus to the customer, and we will see the revenue synergies start to kick in and generate the margins to again fill in the gap of the synergies at that point in time.

So, that's kind of how we're thinking about it. I hope that answers the question..

I mean, is it something....

Hey, Noah. It's Wes. I would just to add. When we think about the value creation over time, clearly, the cost synergy part of it is important. It enables us to be more efficient, more affordable. As Ken pointed out, as time progresses and we enter into new contracts, we pass those cost savings back directly to our customer, which is a great thing.

And if you look back over, at least, our history of the creation of our company and the cost synergies that were created, there was a lot of savings passed back to the customers over the years. But from a shareholder perspective, clearly, the reason you do something like this in our industry is not so much the cost savings.

It really is the revenue synergies that get generated over time. And that's where we see this opportunity to develop new innovative offerings for our customers, offerings that might be harder for them to see in the marketplace absent this combination of very complementary capabilities. And to me, that's where the real excitement is.

Clearly, we're going to be disciplined and focused on generating those cost savings. It's something that as a company over a long period of time that we've been good at doing and I intend for us to excel at this as well.

But it's really in the domain of revenue synergy creation where we see the long-term value creation opportunity, both for us as a company and our shareholders and our employees, but also as important for our customer community that really relies on our industry to aggressively innovate and put new ideas forward for them and to create the ability to have even broader side of competitive offerings.

So, that's where I think the most excitement is as we look forward to the future. Orbital ATK is just an outstanding company when it comes to the quality of the innovation, the ability of their team to continue to advance the state of technology and turn that into applications for their customers.

And if you put that together with those similar qualities within our company, that's exciting..

I understand. Thank you..

Thank you, Noah..

Thanks, Noah..

Your next question is from the line of Doug Harned with Bernstein..

Thank you. Good afternoon..

Hi, Doug..

Hi. I want to follow on that discussion because, Wes, you've been in and around space for a long time.

And when you looked at ATK, Orbital ATK, and you think about opportunities – revenue synergy opportunities, what are the capabilities that you think are most important that they can bring to Northrop Grumman's portfolio?.

Well, thanks, Doug. As remarked a couple of times, what's great about this is, is so complementary. We have almost no overlap between the two companies. And let me just pull the thread on the space part of it first.

As you noted, and you said it nicely without saying I'm getting old, I've been around the space business for a long time, seen a lot of transitions over the years.

And we are in a period of dramatic change in terms of space architecture for such a long time or forever throughout my career, we've operated with the notion, which is now becoming an incorrect notion that space is somehow a permissive environment where we don't need to be so much concerned about the actions of adversaries.

And today, we know, everybody else has gone to school on what the U.S. has done over so many years. The strategic importance of space is recognized and consequently the vulnerability of space assets is understood. So, we're at the dawn of a dramatic shift in the way that our architecture for our space assets is being assessed.

And as you think forward in that regard, it's really going to take the combination of different classes of capabilities to create in space what we've essentially done as a nation with our allies over many areas in the air domain, and the sea domain, and other important domains, which is to create a diversity of capability and a strength in terms of the way that we not only execute our mission, but we defend our assets, and we create a real operating domain.

If you look at the Northrop Grumman portfolio space capabilities, we tend to focus on the really big things. Think about us as observatories or in the national security domain, we tend to focus on the very large assets.

If you look at the portfolio at Orbital ATK, it's more the smaller, in many case, more agile response capabilities that are going to be core to this future. And just as in these other domains, the answers, the architectures are going to require that it'd be combinations of both of those different types of systems to make it work.

So, that's why we're so excited on the space side. In the missiles arena, that's a marketplace we're not really in today in a significant way. And, yet, we see the technology is there progressing quickly. Orbital ATK clearly has a very strong competency in that class of technology and in the manufacturing production of those systems.

And as we think about the future, obviously continuing to support what they're doing today with the set of customers they have is going to be important, but we also see opportunities to bring technologies at Northrop Grumman into that mix. And, again, it's a very complementary way of supporting our customers and enabling the U.S.

and our allies to continue to advance. So, those are just a couple of the very exciting things we see going on.

But I would say more broadly, I'm excited about the full breadth of the Orbital ATK portfolio, and we're looking forward to getting through this process that we're working our way through now, so that we can get on with it and start helping our customers more broadly..

Okay. Great. Thank you..

Thank you, Doug..

Your next question is from the line of Sam Pearlstein with Wells Fargo..

Good afternoon..

Hi, Sam..

Hi, Sam..

Hi. I was wondering if you could talk a little bit about technical services just – when I look at the competitive environment, I know last quarter, you talked about Iris. We've seen DOMino, seen some of the secure data network stuff from Homeland Security.

I'm trying to understand these businesses where – from the discussion before about how you approach the bids that perhaps you're looking at the business differently that your competitors.

Is there is a reason why it seems like you've not been winning as much? And, really, what does it mean for the prospects for that segment's revenues and margins as we look forward?.

Well, thanks, Sam. Let me just kind of give a broad view on that. TS, for us, is a critically important business. It's core to our strategy.

It's tightly interlinked with the programmatics across the company both at AS and MS, but above and beyond that, we have customers who are in need of new ideas, the application of new technologies, when it comes to sustainment, when it comes to logistics, when it comes to training, that whole domain.

And, yes, to your point, there are parts of that world that have tended towards more commodity types of provision, and as we've talked a little bit about on some of our prior calls, the work we've been doing at TS has been to rebalance the portfolio, so that we are more focused on the higher end of that class of services.

And you can see it reflected in the margin rate that sector is delivering. It wasn't that long ago when TS was in the mid-single-digit margin rates, and none of us liked that. We did not see that as reflective of the quality of business that we ought to be able to address with the extraordinary team that we have at TS.

And so we've asked them to do what is hard. Basically, they had to trim back the top line, focus on the areas where we're really generating a lot of value, and where it's an appropriate application of the human capital that we have in that business, to also invest in technology for the longer term in that space, and that's what they're doing.

So, yes, there will be some of these bids where customers are making decisions to go with more of a commodity type approach that simply are not going to work out for us, and we're fine with that. That's not what we want to do. We'll have to test some of the customers to understand where their decision-making is.

I wouldn't be surprised, over time, if that decision-making moves around a little bit, but we're going to continue to focus TS on the part of that market space that is the higher end and fits with our strategy. So, I'm pleased with where we are, pleased with where I see that team going, and wanting to stay on that vector..

Wes, I would just add that while we have lost a couple of, what are viewed as large contracts, we've also won a number of large contracts in TS as well. And some of that contracts that have been lost are IDIQ types where you don't necessarily see the full value ever getting exercised.

But TS has had some nice wins this year, and I think you can see that reflected in our third quarter where revenue is down only less than 1%..

Even as we're doing the portfolio shaping..

Thank you..

Thanks, Sam. We appreciate that question..

Your next question is from the line of George Shapiro with Shapiro Research..

Good morning..

Hi, George.

How are you doing?.

Hi, George..

My question is on the EACs, the $56 million. I mean, it says in the Q it's largely performance incentive. Can you talk about how frequently these incentives come around? And then also, year-to-date, EACs are down about 20% even with this $56 million.

Is there a different strategy? I mean, you're being a little more aggressive in core margins, so we're getting less EACs, or maybe if you can just describe a little bit what might be going on there as a general question as well? Thanks..

Sure, George. Let me take that one. I would say that, look, AS is a business that's a long cycle business. The programs last – span over multiple years. And relative to our other sectors, they have got a relatively small number of large programs.

And so you see incentive recognition or earnings adjustments that are similar to this in nature on a relatively frequent basis, this is not an unusual item, certainly the amount is larger on a single program than we have seen often in the last number of years, but nothing unusual about it.

And I would say it again, as you point out, not a large increase in our EAC adjustments this year over last year. And given their restricted nature I can't really say too much about it other than nothing out of the ordinary and the way we manage the business to try to realize as many opportunities and incentives as we can.

But to your second part of the question, I think you are getting it right, we are working to try to make sure that we're recognizing our margin on a timely basis.

And therefore, more of the margin is moving into kind of the baseline margin rate, I would say, and we're seeing less impact of the total EAC adjustments over and above those baseline margins that we've been recognizing.

And we're working to make sure that we continue to do that, that we're – as we're realizing risk reductions, we're reflecting those and as we're able to harvest opportunities that reflect those right into the baseline EACs, and therefore, less large adjustments as we look forward.

So that is certainly a part of the strategy and making sure that we're appropriately recognizing our earnings on a timely basis..

Okay. I might have one quick one for you, Wes. Would you care to comment on the projections on OA that are in the current proxy filing conservative, realistic or....

George, I would not have any commentary there. All I would say is, what I said earlier, that the two companies coming together represents some nice revenue synergy opportunities..

Okay. Thanks..

Thank you, George..

Your next question is from the line of Seth Seifman with JPMorgan..

Thanks very much and good afternoon..

Hi, Seth..

Ken, I just wanted to review pretty quickly here some of the cash dynamics that you talked about on pension funding to the out-years.

With regard to the cash in and the cash out, you got a net benefit of, I guess, around $900 million or so this year and with an 8% return, that goes down to a fairly small number in 2020, but with the 12% return you have year-to-date, it's about $350 million positive in 2020.

I want to make sure, A, that's that correct and B, the 12% return if you could hang on to that for this year, is that $600 million contribution in 2020, is that pretty much locked in or is that number going to bounce around a lot the next couple of years based on where the returns come in and where the discount rate goes?.

So, I would tell you, Seth, that first of all, it sounds to me like your math is correct largely. I would say that – I will just remind you that those are pre-tax numbers, so just make sure you're tax effecting them as you have worked through those calculations.

In terms of the returns year-to-date, we're really proud of the performance of our investments and trust organization to generate a nice set of returns and certainly while managing risk and managing volatility.

And if we're able to hold on to those returns, this year we would expect to project lower CAS and some amount of lower FAS as we look forward. But certainly, market trends or market dislocations out into 2018 or 2019 can certainly impact those contributions.

So, we're just giving you the numbers with the best estimates we have today and with the given assumptions as we went through in the prepared remarks. But we do feel that we're pretty confident that as we look forward our CAS recoveries should offset our funding for the next number of years as we project forward..

Great. Thank you very much..

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

Hey. Good afternoon, Wes, Ken and Steve..

Hi, Rich..

How are you?.

Good..

Good to hear. So, it's been a really busy year for program wins for Northrop Grumman. We still even have a few pending competitions out there. You mentioned JSTARS Recap previously. So, I'd like to ask you a staffing question here. I want to know if you could discuss how you're thinking about head count.

Yesterday, for example, your competition noted they were hiring about 1,000 engineers to support new programs. And in your response if you could also get into any challenges you're facing staffing up. New programs like the B-21 and Ground Based Strategic Deterrent are pretty large development efforts.

And just want to know if you think you have sufficient critical mass to support all of these new programs. Thanks..

Yeah. Rich, it's a really good question. And just reflecting on the question that Carter asked a little bit earlier. You have your finger on one of the key things that is an important success factor in our business, and that's the talent equation. We've been doing really well in terms of attracting talent into the company.

We grew head count last year, and we will this year despite the shifting demographics that we have across our industry. And it just makes all of us be very focused on the talent side of the equation. But I would say things are going really well. The one thing I have concerns about with respect to talent is the clearance cycle.

I'm sure you've heard many talk about that as an ongoing issue in our industry, and not only on the industry side, but also quite frankly on the government side, just the time it takes to get people through the clearance pipeline. But all that said, so far, so good for us.

We see a really strong pipeline of talent in our company to apply to all of these new initiatives. And it's just something that we're having to manage very, very closely, pay a lot of attention to, and it's working well for us. So, if you know good talent, send them our way. We're hiring..

Sure will. Thanks for that, Wes..

Thanks, Rich..

Your next question is from the line of Sheila Kahyaoglu with Jefferies..

Hi. Good afternoon, everyone. Thanks for taking my question.

So, Wes, have you stepped back from the MQ-25 program? I guess can you talk about the outlook for unmanned and maybe the opportunity set for Triton?.

Yes. Thanks, Sheila. As I think about the future in unmanned, and we've gotten to the point where we'd like to use the word autonomous because most of the real capability is increasingly autonomous capability where there really isn't somebody sitting on the ground flying the vehicle with a joystick. We're just incredibly excited about it.

It is a class of capability that is finding an application across the spectrum whether you're talking about reconnaissance, which has sort of been the traditional application of that class of technology to a whole new set of mission forms. And it's not just in the U.S. as you've heard us discuss on the calls in the past.

Our partners around the globe need this technology. The U.S. is working hard to be supportive of our allies' needs, and we have active efforts in this regard in a number of countries around the globe. We are making – we continue to make significant investments internally in continuing to advance the technology.

We want to make sure that it's not only mission effective in terms of, if you will, the aerodynamic capabilities of what it's delivering its mission. We also want to make sure that these systems are highly secure. And that they can have the degree of confidence and trust that one would normally apply to a manned aircraft.

So, we continue to see this as a great growth area for our company. As I mentioned, and as you referenced, we did make a decision to not bid on MQ-25 just around the particular nature of that final RFP. But, broadly, things are going really well for us. You asked about Triton. That program continues to move forward very well.

We're into the stage of discussions on the next LRIP on Triton. So, this is just a good growth opportunity for the company and a demand that I think is going to be increasingly important for our customers..

And, Natalia, one more, please..

And your final question is from the line of Peter Arment with Baird..

Hey, thanks. Good afternoon, Wes, Ken..

Hey, Peter..

Hi, Peter..

Ken, maybe just a quick one then. Thanks for the color on the notes issuance. Once you folded it in, what's the plan for – I guess maybe update your plans on the deleveraging efforts once hopefully the Orbital deal closes with the new notes..

Yeah. And I appreciate the question, Peter. So, as we look forward from a cash perspective, certainly investing in the business remains the number one priority. We have a nice set of growth opportunities in front of us, and Orbital ATK has a nice set of growth opportunities in front of it as well.

So, we are going to be looking to invest in a business, number one. But after that, we will be focused on some amount of deleveraging. We've got some debt coming due in 2018.

We've got some debt coming due in 2019, and we will be highly likely refinancing or using some of the debt we raised to refinance their debt, so that will be taken care of at or around closing. And then you can see that we laddered our debt with some near-term maturities as well that we would look at from a deleveraging perspective.

That being said, we do expect that together we will be strong generators or a strong generator together of cash flow. And after we invest in the business and do that delevering as planned, we will certainly have sufficient cash leftover to continue our strategy of paying a competitive dividend and looking at some share repurchases.

So that's kind of how we're thinking about it. A really nice scenario with strong generation and the ability to really stay focused on the same cash deployment strategy..

Thanks..

All right. Wes, I'll turn it over to you for final comments..

All right. Thanks, Steve. I'll just wrap up by again thanking our team for their incredible focus on performance. Everyone's hard work is serving our customers and our shareholders incredibly well. Thanks, everyone, for joining us on the call today and for your continuing interest in our company..

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