UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K


(Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2014December 29, 2017
or
¨o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission
File Number
Number: 001-33072
 
Exact Name of Registrant as Specified in its Charter,
            Address of Principal Executive Offices and Telephone Number            
State or jurisdiction of
Incorporation
I.R.S. Employer
Identification No.
001-33072 Leidos Holdings, Inc. 
(Exact name of registrant as specified in its charter)
Delaware 20-3562868
(State or other jurisdiction of incorporation or organization) 11951 Freedom Drive, Reston, Virginia 20190(I.R.S. Employer Identification No.)
   
11951 Freedom Drive, Reston, Virginia (571) 526-600020190
(Address of principal executive offices) (Zip Code)
   
000-12771Leidos, Inc.Delaware95-3630868(571) 526-6000
11951 Freedom Drive, Reston, Virginia 20190
(571) 526-6000(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Leidos Holdings, Inc. Common Stock, Par Value $.0001 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Leidos Holdings, Inc. Yes xNo ¨o
Leidos, Inc.    Yes x    No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Leidos Holdings, Inc. Yes ¨o No x
Leidos, Inc.    Yes ¨    No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Leidos Holdings, Inc. Yes x    No ¨o
Leidos, Inc.    Yes x    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Leidos Holdings, Inc. Yes xNo ¨
Leidos, Inc.    Yes x    No ¨o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Leidos Holdings, Inc.    Large accelerated filer xAccelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company ¨o Emerging growth company o
Leidos, Inc.    Large accelerated filerIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨    Accelerated filer ¨    Non-accelerated filer x    Smaller reporting company ¨o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Leidos Holdings, Inc. Yes ¨    No x
Leidos, Inc.    Yes ¨o    No x
As of August 2, 2013,June 30, 2017, which was the last business day of the registrant's most recently completed second fiscal quarter, and prior to the separation transaction described herein, the aggregate market value of Leidos Holdings, Inc. common stock (based upon the closing price of the stock on the New York Stock Exchange) held by non-affiliates of the registrant was $5,324,836,935.$7,777,971,706.
The number of shares issued and outstanding of eachthe registrant’s classesclass of common stock as of March 18, 2014February 13, 2018 was as follows:
Leidos Holdings, Inc.79,070,415 shares of common stock ($.0001 par value per share)
Leidos, Inc.5,000 shares of common stock ($.01 par value per share) held by Leidos Holdings, Inc.
151,459,401 shares ($.0001 par value per share).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Leidos Holdings, Inc.’s's definitive Proxy Statement for the 20132018 Annual Meeting of Stockholders ("2018 Proxy Statement") are incorporated by reference in Part III of this Annual Report on Form 10-K.





Explanatory Note
This Annual Report on Form 10-K is a combined report being filed by Leidos Holdings, Inc. (“Leidos”) and Leidos, Inc. Leidos is a holding company and Leidos, Inc. is a direct, 100%-owned subsidiary of Leidos. Each of Leidos and Leidos, Inc. is filing on its own behalf all of the information contained in this report that relates to such company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate consolidated financial statements for each company, along with combined notes to the consolidated financial statements, are included in this report. Unless indicated otherwise, references in this report to the “Company”, “we”, “us” and “our” refer collectively to Leidos Holdings, Inc., Leidos, Inc. and its consolidated subsidiaries. Unless otherwise noted, references to years are for fiscal years ended January 31. For example, we refer to the fiscal year ended January 31, 2014 as “fiscal 2014”.






LEIDOS HOLDINGS, INC.
LEIDOS, INC.
FORM 10-K
TABLE OF CONTENTS






PART I




Item 1. Business
Our Company
Leidos Holdings, Inc. (Leidos), formerly known as SAIC, Inc.,a Delaware corporation ("Leidos") is a holding company. Itscompany whose direct 100%-owned subsidiaries and principal operating company,companies are Leidos, Inc. (formerly known as Science Applications International Corporation)and Leidos Innovations Corporation ("Leidos Innovations"). Leidos was formed in 1969by a small group of scientists led by physicist Dr. Robert Beyster. Since our founding 4549 years ago, we have applied our expertise in science, research and engineering in rapidly evolving technologies and markets to solve complex problems of national concern.
Leidos is an applieda FORTUNE 500® science, engineering and information technology company deliveringthat makes the world healthier, safer and more efficient by providing services and solutions in the defense, intelligence, civil and services that leverage the powerhealth markets. We bring domain-specific capability and cross-market innovations to customers in each of these markets by leveraging seven core capabilities: cybersecurity; data analytics,analytics; enterprise IT modernization; operations and logistics; sensors, collection and phenomenology; software development; and systems integration, and cybersecurity across three markets: national security, health, and engineering. Applying our technically advanced solutions to help solve our customers' most difficult problems has enabled us to build strong relationships with key customers. Our services are provided to agencies ofdomestic customers include the U.S. Department of Defense (DoD)("DoD"), the intelligence community,U.S. Intelligence Community, the U.S. Department of Homeland Security and("DHS"), the Federal Aviation Administration ("FAA"), the Department of Veterans Affairs ("VA"), several other U.S. Government civil agencies and state and local government agencies,agencies. With a focus on delivering mission-critical solutions, Leidos generated 84% of our total revenues from U.S. Government contracts for fiscal 2017.
Building on our foundation in offering innovative services and solutions to U.S. Government customers, Leidos is expanding into international government and broader commercial markets. Our international customers include foreign governments and customers across a variety of commercial markets.their agencies, primarily located in the United Kingdom, the Middle East and Australia. By leveraging our expertise in multiple disciplines, tailoring our services and solutions to the particular needs of our targeted markets and using advanced analytics, we work to securely deliver services and solutions that not only meet our customers’customers' current goals, but toalso support their future endeavors. With a focus on delivering mission-critical solutions, we generate over 78% of our total revenues from U.S. government contracts. A majority of that work supports the U.S. intelligence community.
On September 27, 2013, Leidos completed the spin-off of our technical services and enterprise information technology services business into an independent, publicly traded company. As part of the spin-off, we changed our name to Leidos, and the spin-off company assumed the name Science Applications International Corporation (referred to herein as “New SAIC”). The spin-off was designed to allow us to expand the addressable market for our offerings that were previously constrained by regulations governing organizational conflicts of interest, which generally prohibit companies from selling products to the U.S. Government under a particular program if the company also provides certain services under the same program. In addition, the discrete services business that is now part of New SAIC had different financial and operational requirements than our other business, and the spin-off allows us to better focus management’s attention on our core businesses. As a result of the spin-off, the assets, liabilities, results of operations and cash flows of New SAIC have been classified as discontinued operations for all periods presented. References to financial data are our continuing operations, unless otherwise noted. Immediately following the spin-off, Leidos effectuated a one-for-four reverse stock split of its shares of common stock. Each reference to the number of shares outstanding or per share amounts has been adjusted to reflect the reverse stock split for all periods presented.
For additional discussion and analysis related to recent business developments, see “Business"Business Environment and Trends”Trends" in Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" in Part II of this Annual Report on Form 10-K.
We use the terms “Company,” “we,” “us,”"Company," "we," "us," and “our”"our" to refer collectively to Leidos Holdings, Inc., Leidos, Inc., and its consolidated subsidiaries. Unless otherwise noted, references to years are for
In March 2015, we changed our fiscal years endedyear end from the Friday nearest the end of January 31. For example, we refer to the fiscal year endedFriday nearest the end of December. As a result of this change, we filed a Transition Report on Form 10-K for the 11-month period which began on January 31, 2013 as “fiscal 2013”.2015, and ended on January 1, 2016.
Our Business Segments
OurDuring fiscal 2017, we completed a business reorganization, which resulted in the identification of new reportable segments. We commenced operating and reporting under the new organization structure effective the beginning of fiscal 2017. As a result of this change, prior year segment results and disclosures have been recast to reflect the new reportable segments.
At December 29, 2017, our business is aligned into three reportable segments: Healthsegments (Defense Solutions, Civil and Engineering (HES); National Security Solutions (NSS);Health). Additionally, we separately present the costs associated with corporate functions as Corporate. Our operations and Corporate and Other. While each reportable segment issegments are organized around the markets served and the nature of the products and services provided to customers in those markets, wemarkets. We provide a wide array of scientific, engineering and technical services and solutions across these reportable segments. Less than 10% of our revenues and tangible long-lived assets are generated by or owned by entities located outside of the United States.

Leidos Holdings, Inc. Annual Report - 1

PART I



HealthDefense Solutions
Defense Solutions is focused on rapidly deploying agile, cost-effective solutions to meet the ever-changing missions of our customers in the areas of intelligence surveillance and Engineering
Our Healthreconnaissance ("ISR"), enterprise information technology ("IT") and Engineering businesses are using our knowledgeintegrated systems and experience in technologycybersecurity and innovation. Major customersglobal services. We provide a diverse portfolio of Healthnational security solutions and Engineering primarily includesystems for air, land, sea, space and cyberspace for the U.S. Intelligence Community, the DoD, military services, DHS, government agencies of U.S. allies abroad and other federal, government, state and local governmental agencies, foreign governmentscivilian and commercial enterprisescustomers in various industries. Healththe national security industry. Our solutions deliver innovative technology, large-scale intelligence systems, command and Engineeringcontrol, data analytics, logistics and cybersecurity solutions, as well as intelligence analysis and operations support to critical missions around the world. Defense Solutions represented 30%49%, 28%55% and 28%64% of total revenues for fiscal 2014, 2013,2017, fiscal 2016 and 2012,the 11-month period ended January 1, 2016, respectively.
Our HealthDefense Solutions business providesoffers broad technology, development and integration capabilities and is responsible for leading our efforts in surveillance and reconnaissance, integrated systems solutions and global services for the U.S. Intelligence Community, military commands and other government and commercial customers.
Surveillance and Reconnaissance – We offer a wide range of technologies in multiple domains that address the nation's most critical threats and deliver solutions to the U.S. Intelligence Community, DoD and military services. A primary focus is on the DoD's technology organizations, which include the Defense Advanced Research Projects Agency, Army Research Lab, Air Force Research Lab and Navy Research Lab. Our market concentration is on airborne and ground ISR, maritime systems, sensor systems, autonomous systems and command and control. We provide multi-spectral, airborne, ground and maritime ISR collection and processing systems, advanced sensor design, command and control solutions and training systems.
Enterprise IT and Integrated Systems – We offer extensive software development capabilities for intelligence and information systems and deliver mission and enterprise-level solutions to the U.S. and allied Intelligence Community, DoD, military services, DHS and the Australian Department of Defense. Our markets include cybersecurity, data analytics, enterprise IT and operations and logistics. Our cybersecurity solutions detect and manage the most sophisticated cyber threats. We are highly skilled in data analytics, and we design, develop, integrate, deploy and support information-centric software and enterprise IT systems for complex, data-driven national security challenges. Our operations and logistics offerings include enterprise platforms that speed the supply chain of highly complex systems.
Global Services –We provide high-end services to the U.S. Intelligence Community, DoD and federal civilian agencies. Operating around the world daily, we provide intelligence analysis, operational support, security, linguistics and training. In addition, we deliver tailored IT services and solutions to commercial hospitals andour customers across the Department of Defense as well as conducting research and development for U.S. Government and Commercial enterprises in the life sciences field. globe.
Civil
Our healthcareCivil business is focused on improvingseamlessly integrating and protecting physical, digital and data domains. By applying leading science, effective technologies and business acumen, our forward thinkers are helping customers maximize their performance and take on the overall availabilityconnected world with data-driven insights, improved efficiencies and qualitytechnological advantages. Civil represented 33%, 29% and 24% of datatotal revenues for fiscal 2017, fiscal 2016 and services that ultimately improves the quality of care while lowering cost for our customers.11-month period ended January 1, 2016, respectively.
Commercial Health -Aviation Solutions – Leidos is a trusted systems integrator serving Air Navigation Service Providers including the FAA, the Transportation Security Administration ("TSA") and airport operators. Our work in airport modernization helps stakeholders achieve stated objectives, including increased operational efficiency and safety, a technology enhanced passenger experience, non-aeronautical revenue enablement and state-of-the-art situational awareness and security. Leidos air traffic control systems are used in Air Navigation Service Provider facilities that control more than 60 percent of the world's air traffic. We implementwork diligently to support the Federal Aviation Administration's NextGen program with government accepted systems including En Route Automation Modernization, Advanced Technology Oceanic Procedures, Time Based Flow Management and optimize Electronic Health Record (EHR) systems at commercial hospitals. In addition,Terminal Flight Data Management. For the NATS system in the United Kingdom, we provide consulting servicesoffer the SkyLine Air Traffic Management suite to enhance safety, improve on-time performance, and operational support focused on high-level initiatives including health care legislation for Meaningful Use and ICD-10 transition, IT strategy, revenue cycle management, accountable care transformation, risk management, technology infrastructure, and project management. Our teams are staffed with clinical subject matter experts who draw upon their deep experienced and knowledge of healthcare and IT systems. In this rapidly changing environment, our teams provide adaptable solutions in healthcare IT to help our customers improve the effectiveness and efficiency of health care.increase fuel efficiency.

Federal Health - We developed, fielded and currently maintain a full end-to-end EHR system and numerous behavior health services
Leidos Holdings, Inc. Annual Report - healthcare beyond the clinic - for the Department2

PART I

Life Sciences - We provide Life Science research and development support to the National Institute of Health, Army Medical Research community, commercial biotech companies and the Frederick National Laboratory for Cancer Research where we employ about 1,800 scientists, technicians, administrators, and support staff. Our professionals operate a wide range of leading-edge research and development laboratories in the areas of genetics and genomics, proteins and proteomics, advanced biomedical computing and information technology, biopharmaceutical development and manufacturing, nanotechnology characterization, and clinical trials management.
Our Engineering business leverages technology and skills in process engineering, engineering design and systems integration to create innovative and cost effective solutions for our customers. We carry out our engineering business in five key areas of expertise:
Process Industries Engineering - We provide process industries engineering services and solutions to a large US market for capital improvement programs for key clients across a number of industries, including mid-tier refineries and large industrial companies. We exploit use of Building Information Modeling as a design tool and to manage the complexities of the systems we design and build. Our leadership in the use of these tools allows us to manage and design complex process systems as efficiently as possible.

Security Products - We provide security products, servicesOur Vehicle and solutions that leverage our design, integration and process engineering technologies to build small footprint, minimally-intrusive secure commerce systems for our customers. Our VACISCargo Inspection System ("VACIS") systems enable the rapid scanning of vehicles and cargo using patented technology that produces a high-quality image using a low radiation dose while using less space and processing higher volumes of cars and trucks than other scanning systems. Our Reveal line of explosive detection systems for checked airline baggage pioneered the “reduced size”"reduced size" segment of this market with small, flexible systems that can be installed at airport check-in counters. We also have a line of Exploranium radiation detection systems, which are used today at ports, border crossings and industrial facilities around the world - including most ports and border crossings in the United States.
Power Grid Engineering -Enterprise IT Services – We deliver secure, user-centric IT solutions in cloud computing, mobility, application modernization, DevOps, data center and network modernization, asset management, help desk operations and digital workplace enablement. We help our customers achieve their missions and business goals by delivering purpose-built solutions, cybersecurity as a standard, efficient project delivery, and end-user satisfaction. Leidos is modernizing enterprise IT for CONUS/OCONUS programs in classified and unclassified environments, including programs with the General Services Administration, the Department of Housing and Urban Development and the Department of Justice.
Federal Environment and Infrastructure – We are trusted by civilian and defense agencies with substantial environmental and sustainability driven missions. Our pedigree across environmental management, nuclear security, energy efficiency, infrastructure management, mission support, and IT modernization provides the applicable expertise needed to transform operations while modernizing aging infrastructure and maintaining environmental stewardship. We support several of the Department of Energy's largest nuclear production, operations and remediation sites. At Hanford, we provide power grid engineeringsite-wide infrastructure management and operation including oversight of land and logistics, public works, information technology, fleet transportation, environmental sustainability and compliance, first responder services, and future project planning. Our environmental engineers and scientists address all aspects of remediation for soil, groundwater, surface water, and sediment, including removal, treatment, bioremediation, containment, resource management, land use and institutional controls, air emission control and monitoring, and remedy performance monitoring and reviews, including National Emergency Rapid Response.
Logistics – Leidos is a global leader in large-scale, complex operations and logistics. Our programs extend from the bottom of the world on the Antarctic ice to the orbiting outpost that is the International Space Station. Our expertise goes beyond supply sourcing, shipping, warehousing, and maintenance as we also provide systems engineering, specialized product support, training and field readiness, base operations, data analytics, and software development. We are helping our customers – including the United Kingdom Ministry of Defence ("U.K. MoD"), the National Science Foundation ("NSF") and the National Aeronautics and Space Administration ("NASA") – streamline logistics through data analytics so more of their budgets can be applied to their mission activities.
Health
Our Health business is focused on delivering effective and affordable solutions to a broad customer setfederal and have unique offeringscommercial customers that are responsible for the health and well-being of people worldwide including a smart grid as a service solution.members and veterans. Our solutions enable customers to deliver on the health mission of providing high quality, cost effective care and are accomplished through the integration of information technology, engineering, health and life sciences, clinical insights and health policy. The capabilities we provide are principally encapsulated by four major areas of activity: complex systems integration, managed health services, enterprise IT transformation and life sciences. Health represented 18%, 16% and 12% of total revenues for fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, respectively.
Complex Systems Integration – Leidos employs whole-systems thinking in fielding applied technology solutions across the entire continuum of care. We are working with energy companiesas the lead systems integrator deploying the next generation electronic health records system to develop analytical products that fully exploit the data enabled by smart grid technology.DoD hospitals and treatment facilities worldwide, responsible for architecture, cyber and complex systems integration. We provide engineeringinformation technology solutions to the Department of Veterans Affairs, National Institutes of Health, DoD and consulting to electric utilitiesother government customers. Commercially, we are one of the largest systems integration and transmission companies. Our focus is onstaff support firms for hospitals deploying modern electronic health records, and combined with our federal work, Leidos has a significant presence in electronic health record implementation, optimization and support. In addition, we provide

Leidos Holdings, Inc. Annual Report 2- 3

PART I



engineering design of the grid from distribution through transmission, and significant substation design and upgrade work. We also administer energy efficiency programs for states and utilities and provide an array of consulting services for utilities.and operational support focused on addressing solutions to health care legislation, IT strategy, revenue cycle management, accountable care transformation, risk management, technology infrastructure and project management. Our teams are staffed with clinical subject matter experts who draw upon their deep experience and knowledge of healthcare and IT systems.
Federal EnvironmentalManaged Health Services – We deploy a national footprint of health clinics and Engineering - We provide consulting and engineering, primarilyhealth providers to support care delivery services, including medical disability examinations for the Department of Defense (DoD). We support the requirements of the National Environmental Policy Act (NEPA)Veterans Administration (including behavioral assessments), as well as serving other permitting activities.independent medical exam markets. We also have specialty consulting associateddeveloped unique capabilities in behavioral health management through many decades of experience with specific environmental issues, such as underwater environmental issues, radiologic clean up, risk assessment training rangesa special emphasis on substance abuse services. Our managed health services activities leverage our IT and other specific needs. We support site cleanup and remediation efforts. The other portion of this business is engineering design and build, where we design high-content facilities such as unique testing facilities and training centers.mission enablement capabilities.
TransactionEnterprise IT Transformation – We manage the entire lifecycle of the IT journey for our customers. Our expertise includes IT strategic planning, outsourcing and Valuation Consulting -management of large scale data centers, agile software development and system transformation, cloud migration and application modernization, digitization and advanced analytics. Our customers include the Centers for Medicare & Medicaid Services, Food and Drug Administration, Social Security Administration, VA and commercial customers. Leidos helps customers transform our customer’s IT environment in support of their most critical missions. All of this is accomplished in a highly secure manner by leveraging our cyber security capabilities. 
Life Sciences –We provide transactionlife science research and asset valuation services for the power industry. Our primary customers are the large lending institutions that require a comprehensive assessment of proposed projects for financing. Our analysts study technologies, designs, operational plans, fuel needs and financial trends in power markets to evaluate the viability of projects. We also provide oversight work at projects site on behalf of lenders or owners.
National Security Solutions
National Security Solutions provides solutions and systems for air, land, sea, space and cyberspace for the U.S. intelligence community, the DoD, the military services, the U.S. Department of Homeland Security and government agencies of U.S. allies abroad. Our solutions deliver technology, large scale intelligence systems, command and control, data analytics, cyber solutions, and intelligence analysis and operationsdevelopment support to critical missions around the world. Major customersNational Institutes of Health, Center for Disease Control, Army Medical Research community, commercial biotech companies and the Frederick National Security Solutions include nationalLaboratory for Cancer Research, where we employ about 2,200 scientists, technicians, administrators and military intelligence agencies,support staff. Our professionals operate a wide range of leading-edge research and other federal, civilian and commercial customers in the national security complex. National Security Solutions represented 70%, 72% and 79% of total revenues for fiscal 2014, 2013 and 2012, respectively.
We are redeploying our investments in business development to broaden our national security customer base in areas that were previously constrained by organizational conflict of interest regulations and which are now available to us as a result of the spin-off of New SAIC. While this investment will take time to develop, we are committed to moving a larger portion of our business to the longer term procurement accounts in the defense budget. Our national security business is focused on rapidly providing agile, cost effective solutions to the ever changing missions of our customerslaboratories in the areas of genetics and genomics, proteins and proteomics, advanced biomedical computing and information technology, intelligencebiopharmaceutical development and cybersecurity.
Technology - We have a history of successfully delivering a wide range of technology capabilities rapidly to the field. We provide solutions for the arms controlmanufacturing, nanotechnology characterization and the intelligence agencies and the DoD service arms, including the Defense Advanced Research Projects Agency (DARPA). This group focuses largely on distributed autonomous capabilities and systems, tying software and data capabilities together. We were an early developer of the first full spectrum ISR capability and placed it in theater during recent conflicts.clinical trials management.
Intelligence - We offer intelligence servicesFrom the biomedical sciences to implementing and solutionsoptimizing electronic health records to enabling providers to perform care coordination and are deeply embedded in our customer's most important missions. We providepopulation health management, Leidos is pioneering the use of systems developmentintegration principles, processes and operations support aroundtechnologies to transform the globe. We have over a decade of experience dealing with large data ingest, structuredhealth industry’s evolution towards better quality, more cost effective and unstructured data, modern cloud processing tools and agile development. We are supporting the army's migration of intelligence applications and infrastructure into the cloud and provide cloud computing architectures to the intelligence and the defense communities.
Cybersecurity - We offer high-end cybersecurity solutions that detect and manage the most sophisticated cyber threats. Our solutions include key management systems to protect transmitted data, development tools to exploit cyber intelligence, and programs to build comprehensive situational awareness on our nation's military and intelligence networks.
safe care. 
Corporate and Other
The Corporate and Other business segment includes the operations of various corporate activities, certain expense items that are not reimbursed by our U.S. Government customers and certain other revenue and expense items excluded from a reportable segment’ssegment's performance. Corporate
Acquisitions and Other represented an immaterial percentageDivestitures
On August 16, 2016, a wholly-owned subsidiary of revenue for fiscal 2014 and fiscal 2013. The Corporate and Other segment in fiscal 2012 represented a negative

Leidos Holdings, Inc. Annual Report 3

PART I

percentage of revenue of 7% primarily due to a revenue adjustment related to $540 million loss provision recorded in connectionmerged with the resolutionInformation Systems & Global Solutions business (the "IS&GS Business") of the CityTime matter.
For additional information regarding our reportable segments, see “Management’sLockheed Martin Corporation in a Reverse Morris Trust transaction (the "Transactions"). The acquired IS&GS Business was renamed Leidos Innovations Corporation. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part IIOperations–Lockheed Martin Transaction" and Note 16"Note 2—Acquisitions" for a further description of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K.
AcquisitionsLockheed Martin Transaction.
During fiscal 2016 and the last five fiscal years,11-month period ended January 1, 2016, we have completed 13 acquisitions, most notably:
In fiscal 2014, we gained 100% controldivested three businesses. One of these non-strategic divestitures was reclassified as discontinued operations on a special purpose limited liability company, Plainfield Renewable Energy LLC (Plainfield), formed to create a renewable energy project. The Plainfield Renewable Energy Project involves the design, construction,retrospective basis. For further information, see "Item 7. Management's Discussion and financingAnalysis of a 37.5 megawatt biomass-fueled power plant in Plainfield, Connecticut. The acquisition was effected by a consensual foreclosure agreement pursuant to which the project owners agreed to transfer to us allFinancial Condition and Results of their equity interest in Plainfield in full satisfaction of certain secured obligations owed by the project owner to us. The foreclosure agreement constituted a change in controlOperations–Divestitures" and was accounted for as a business combination.
In fiscal 2013, we acquired maxIT Healthcare Holdings, Inc. (maxIT), a provider of clinical, business and information technology services primarily to commercial hospital groups and other medical delivery organizations. This acquisition by our Health and Engineering segment expanded our commercial consulting practice in Electronic Health Record (EHR) implementation and optimization and strengthened our capabilities to provide these services to our federal healthcare customers as those customers migrate to commercial off-the-shelf EHR applications.
In fiscal 2012, we acquired Vitalize Consulting Solutions, Inc. (Vitalize), a provider of clinical, business and information technology services for healthcare enterprises. This acquisition by our Health and Engineering segment expanded our capabilities in both federal and commercial markets to help customers address EHR implementation and optimization demand.
In fiscal 2011, we acquired Cloudshield Technologies, Inc. (Cloudshield) a provider of cybersecurity and management services solutions. This acquisition by our National Security Solutions segment was intended to enhance our cybersecurity offerings and positions to bring to market deep packet inspection solutions for high speed networks, enabling us to better meet emerging customer requirements. We also acquired Reveal Imaging Technologies, Inc. (Reveal), a provider of threat detection products and services. This acquisition by our Health and Engineering segment enhanced our homeland security solutions portfolio by adding U.S. Transportation Security Administration certified explosive detection systems for checked baggage screening to our passenger and cargo inspections systems product offerings.
In fiscal 2010, we acquired R.W. Beck Group, Inc., a provider of business, engineering, energy and infrastructure consulting services. This acquisition by our Health and Engineering segment both enhanced our existing capabilities and offerings in the areas of energy and infrastructure consulting services and provided new capabilities and offerings in disaster preparedness and recovery services. We also acquired Science, Engineering and Technology Associates Corporation, a provider of intelligence, surveillance and reconnaissance information technologies. This acquisition by our National Security Solutions segment enhanced our service offerings and capabilities by adding technologies used to detect if an individual is concealing explosive devices or other hidden weapons.
Dispositions
From time to time, we divest or management may commit to plans to divest of non-strategic components of our business. During the last five fiscal years, our most notable dispositions included:
In fiscal 2014, we committed to plans to dispose of Cloudshield, which was historically included in our National Security Solutions segment, primarily focused on producing a suite of cybersecurity hardware and associated software and services.

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In fiscal 2013, we completed the sale of certain components of our business, which were historically included in our Health and Engineering segment, primarily focused on providing operational test and evaluation services to U.S. Government customers.
In fiscal 2012, we completed the sale of certain components of our business which were historically included in our Health and Engineering segment, primarily focused on providing information technology services to international oil and gas companies."Note 3—Divestitures."
Key Customers
Substantially allThe majority of our revenues are generated in the United States. Our totalconsolidated revenues are largely attributable to prime contracts or to subcontracts with other contractors engaged in work for the U.S. Government, with the remaining beingattributable to international customers, including the U.K. MoD and Australian Department of Defense, and customers across a variety of commercial markets. Within the U.S. Government, our revenues are diversified across many agencies, including various intelligence agencies, the U.S. Army, Navy and Air Force, DHS, FAA, TSA, the Defense Health Agency, NASA, NSF, the Environmental Protection Agency and research agencies like the Defense Advanced Research Projects Agency (DARPA), the DepartmentAgency.

Leidos Holdings, Inc. Annual Report - 4


The percentage of total revenues for the U.S. Government, its agencies and other customers comprising more than 10% of totalconsolidated revenues for each of the three years ended January 31, 2014periods presented were as follows:
Year Ended January 31 12 Months Ended 11 Months Ended
2014
 2013
 2012
 December 29,
2017
 December 30,
2016
 January 1,
2016
U.S. Government78% 81% 83% 84% 81% 76%
U.S. DoD68% 69% 72% 47% 56% 64%
U.S. Army19% 23% 25% 13% 14% 14%
Maryland Procurement Office 5% 7% 10%
These customers have a number of subsidiary agencies whichthat have separate budgets and procurement functions. Our contracts may be with the highest level of these agencies or with the subsidiary agencies of these customers.
Employees and Consultants
As of January 31, 2014,December 29, 2017, we employed approximately 22,00031,000 full and part-time employees. We also utilize consultants to provide specialized technical and other services on specific projects.employees in more than 28 countries worldwide. The experience and expertise of our employees makes Leidos capable of solving theour customers' most daunting problems facing our customers. More than 40%challenging technical problems. Approximately 39% of our employees have greater than five yearsdegrees in Science, Technology, Engineering or Mathematics fields, nearly 1,000 employees have doctoral degrees, approximately 38% of service with our company and more than 10,400 Leidos employees possess DoD, TS/SCI, SAP/SAR,security clearances and DoE security clearances.
The highly technical and complex services and products that we provide are dependent upon the availabilityapproximately 21% of professional, administrative and technical personnel having high levels of training and skills and, in many cases, security clearances. Due to the increased competition for qualified personnel, we have experienced and may continue to face difficulties in attracting and retaining employees. We intend to continue to devote significant resources to recruit, develop and retain qualified employees.
Leidos has a framework of values, beliefs, and expectations that guide the company’s employees. The company has three tenants that define the actions and behaviors of its employees:
Employees are inspired to make a difference. We solve the world’s toughest problems; connect cross-enterprise knowledge and technology; and unlock creativity and innovation by embracing differences.
Employees are passionate about customer success. We make customer needs our own; create market-leading solutions; and deliver superior results.
Employees are united as a team. We behave with ethics and integrity; trust one another; collaborate and share ideas; and create value for our employees shareholders and communities.are military veterans.

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Research and Development
We conduct research and development activities under customer-funded contracts and with company-funded internal research and development (IR&D)("IR&D") funds. IR&D efforts consist of projects involving basic research, applied research, development and systems and other concept formulation studies. IR&D expenses are included in selling, general and administrative expenses and are generally allocated to U.S. Government contracts. InFor fiscal 2014, 2013,2017, fiscal 2016 and 2012,the 11-month period ended January 1, 2016, our company-funded IR&D expense was $45$42 million, $47$44 million and $74$29 million, respectively, which as a percentage of consolidated revenues was 0.4%, 0.6% and 0.6%, respectively. We charge expenses for research and development activities performed under customer contracts directly to cost of revenues for those contracts.
Patents and Proprietary InformationIntellectual Property Rights
Our technical services and products are not generally dependent upon patent protection, although we do selectively seek patent protection. We claim a proprietary interest in certain of our products, software programs, methodologies and know-how. This proprietary information is protected by copyrights,in confidence as trade secrets, licenses,using non-disclosure agreements, contracts and other means.definitive agreements. We selectively pursue opportunities to license or transfer our technologies to third parties.
In connection with the performance of services and solutions, the U.S. Government has certain rights to inventions, data, software codes and related material that we develop under U.S. Government-funded contracts and subcontracts. Generally, the U.S. Government may disclose or license such information to third parties, including, in some instances, our competitors. In the case of some subcontracts that we perform, the prime contractor may also have certaingenerally obtains rights to use the programs and products that we developdeliver under the subcontract.subcontract to perform its prime contract obligations.
Competition
Competition for contracts is intense, and we often compete against a large number of established multinational corporations that may have greater name and brand recognition, financial resources, and larger technical staffs.recognition. We also compete against smaller, more specialized companies that concentrate their resources on particular areas, as well as the U.S. Government’s own capabilities and federal non-profit contract research centers. As a result of the diverse requirements of the U.S. Government and our commercial customers, we frequently collaborate with other companies to compete for large contracts and bid against these same companies in other situations. We believe that our principal competitors currently include the following companies:
the engineering and technical services divisions of large defense contractors that provide U.S. Government IT services in addition to other hardware systems and products, including companies such as The Boeing

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Company, General Dynamics Corporation, Lockheed Martin Corporation, Northrop Grumman Corporation, BAE Systems plc, L-3 Communications CorporationTechnologies Inc. and Raytheon Company;
contractors focused principally on technical services, including U.S. Government IT services, such as Booz Allen Hamilton Inc., Engility Holdings, Inc., CACI International Inc,Inc., CSRA, Inc., ManTech International Corporation, Serco Group plc, SRA International, Inc.SAIC, Cubic, Jacobs, Vencore and MITRE Corporation;KeyW;
diversified commercial and U.S. Government IT providers, such as Accenture plc, Computer Sciences Corporation, HP Enterprise Services,DXC Technology, International Business Machines Corporation ("IBM"), Amazon Web Services, AT&T, RSA, Verizon and Unisys Corporation;
contractors that provide engineering, consulting, design and construction services, such as Jacobs Engineering Group, URS Corporation, KBR, Inc. and CH2M Hill Companies Ltd.;
contractors focused on supplying homeland security product solutions, including American Science and Engineering, Inc., OSI Systems, Inc., L-3 Communications Corporation, General Electric CompanyTechnologies Inc. and Smiths Group plc; and
contractors providing supply chain management, and other logistics services and major systems operations and maintenance, including Agility Logistics Corp.AAR, DynCorp, Parsons, PAE, Vectrus and Cubic;
companies focused on providing health solutions and services to the U.S. Government and hospitals, including Accenture plc, Booz Allen Hamilton, CSRA, Inc., DXC Technology, IBM and Optum; and
diversified international federal government IT and technical services providers, including BAE Systems plc, The Boeing Company, IBM, Accenture plc, Thales, Cubic and DXC Technology.
We compete on various factors, including our technical expertise and qualified professional and/or security-cleared personnel; our ability to deliver innovative cost-effective solutions in a timely manner; successful program execution; our reputation and standing with customers, pricing,customers; pricing; and the size and geographic presence of our company.

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The U.S. Government has indicated that it intends to increase competition for future procurement of products and services, which has led to fewer sole source awards and more emphasis on cost-competitiveness and affordability. The U.S. Government is also committed to maintaining a socioeconomically diverse base of suppliers, which may lead to contracts being set aside for smaller businesses. In addition, procurement initiatives to improve efficiency, refocus priorities and enhance best practices could result in fewer new opportunities for our industry as a whole, which would intensify competition within the industry as companies compete for a more limited set of new programs.
Contract Procurement
Our business is heavily regulated and we must comply with and are affected by laws and regulations relating to the formation, administration and performance of U.S. Government and other contracts. The U.S. Government procurement environment has evolved due to statutory and regulatory procurement reform initiatives. Today, U.S. Government customers employ several contracting methods to purchase services and products. Budgetary pressures and reforms in the procurement process have caused many U.S. Government customers to increasingly purchase services and products using contracting methods that give them the ability to select multiple contract winners or pre-qualify certain contractors to provide services or products on established general terms and conditions rather than through single award contracts. The predominant contracting methods through which U.S. Government agencies procure services and products include the following:
SingleDefinitive Award Contracts. U.S. Government agencies may procure services and products through single definitive award contracts which specify the scope of services or products purchased and identify the contractor that will provide the specified services or products. When an agency has a requirement, the agency will issue a solicitation or request for proposal to which interested contractors can submit a proposal. The process of issuing solicitations or request for proposals and evaluating contractor bids requires the agency to maintain a large, professional procurement staff and the bidding and selection process can take a year or more to complete. For the contractor, this method of contracting may provide greater certainty of the timing and amounts to be received at the time of contract award because it generally results in the customer contracting for a specific scope of services or products from the single definitive successful awardee.
Indefinite Delivery/Indefinite Quantity (IDIQ)("IDIQ") Contracts. The U.S. Government uses IDIQ contracts to obtain commitments from contractors to provide certain services or products on pre-established terms and conditions. The U.S. Government then issues task orders under the IDIQ contracts to purchase the specific services or products it needs. IDIQ contracts are awarded to one or more contractors following a competitive procurement process. Under a single-award IDIQ contract, all task orders under that contract are awarded to one pre-selectedpre-established contractor. Under a multiple-award IDIQ contract, task orders can be

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awarded to any of the pre-selectedpre-established contractors, which can result in further limited competition for the award of task orders. Multiple-award IDIQ contracts that are open for any government agency to use for procurement are commonly referred to as “government-wide"government-wide acquisition contracts”.contracts." IDIQ contracts often have multi-year terms and unfunded ceiling amounts, therefore enabling, but not committing, the U.S. Government to purchase substantial amounts of services or products from one or more contractors. At the time an IDIQ contract is awarded (prior to the award of any task orders), a contractor may have limited or no visibility as to the ultimate amount of services or products that the U.S. Government will purchase under the contract, and in the case of a multiple-award IDIQ, the contractor from which such purchases may be made.
U.S. General Services Administration (GSA)("GSA") Schedule Contracts. The GSA maintains listings of approved suppliers of services and products with agreed-upon prices for use throughout the U.S. Government. In order for a company to provide services under a GSA Schedule contract, a company must be pre-qualified and awarded a contract by the GSA. When an agency uses a GSA Schedule contract to meet its requirements, the agency, or the GSA on behalf of the agency, conducts the procurement. The user agency, or the GSA on its behalf, evaluates the user agency’s requirements and initiates a competition limited to GSA Schedule qualified contractors. GSA Schedule contracts are designed to provide the user agency with reduced procurement time and lower procurement costs. Similar to IDIQ contracts, at the time a GSA Schedule contract is awarded, a contractor may have limited or no visibility as to the ultimate amount of services or products that the U.S. Government will purchase under the contract.
We often teampartner with other parties,companies, including our competitors, to submit bids for large U.S. Government procurements or other opportunities where we believe that the combination of services and products that we can provide as a team will help us win and perform the contract. Our relationships with our teammates,partners, including whether we serve as the prime contractor or as a subcontractor, vary with each contract opportunity and typically depend on the

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program, contract or customer requirements, as well as the relative size, qualifications, capabilities, customer relationships and experience of our company and our teammates.partners.
Contracting with the U.S. Government also subjects us to substantial regulation and unique risks, including the U.S. Government’s ability to cancel any contract at any time through a termination for the convenience of the U.S. Government. Most of our contracts have cancellation terms that would permit us to recover all or a portion of our incurred costs and fees for work performed where the U.S. Government issues a termination for convenience. These regulations and risks are described in more detail below under “Business–Regulation”"Business–Regulation" and “Risk Factors”"Risk Factors" in this Annual Report on Form 10-K.
Contract Types
Generally, the type of contract for our services and products is determined by or negotiated with the U.S. Government and may depend on certain factors, including the type and complexity of the work to be performed, degree and timing of the responsibility to be assumed by the contractor for the costs of performance, the extent of price competition and the amount and nature of the profit incentive offered to the contractor for achieving or exceeding specified standards or goals. We generate revenues under several types of contracts, including the following:
Cost-reimbursement contracts include cost-plus-fixed-fee, award-fee and incentive-fee contracts. These contracts provide for reimbursement of our direct contract costs and allocable indirect costs, plus a fee. This type of contract isThese contracts are generally used when uncertainties involved in contract performance do not permit costs to be estimated with sufficient accuracy to use a fixed-price contract. Cost-reimbursement contracts generally subject us to lower risk but generally require us to use our best efforts to accomplish the scope of the work within a specified time and amountbudget. Award and incentive fees are generally based on performance criteria such as cost, schedule, quality and/or technical performance. Award fees are determined and earned based on customer evaluation of the company's performance against contractual criteria. Incentive fees that are based on cost provide for an initially negotiated fee to be adjusted later, typically using a formula to measure performance against the associated criteria, based on the relationship of total allowable costs to total target costs.
Fixed-price-incentive fee ("FP-IF") contracts are substantially similar to cost plus incentive fee contracts except they require specified targets for cost and profit, price ceiling (but not a profit ceiling or floor) and profit adjustment formula. Under a FP-IF contract, the allowable costs incurred are eligible for reimbursement but are subject to a cost-share arrangement, which affects profitability. Generally, if our

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costs exceed the contract target cost or are not allowable under the applicable regulations, we may not be able to obtain reimbursement for all costs and may have our fees reduced or eliminated.
Time-and-materials (T&M)("T&M") contracts typically provide for negotiated fixed hourly rates for specified categories of direct labor plus reimbursement of other direct costs. This type of contract is generally used when there is uncertainty ofabout the extent or duration of the work to be performed by the contractor at the time of contract award or it is not possible to anticipate costs with any reasonable degree of confidence. On T&M contracts, we assume the risk of providing appropriately qualified staff to perform these contracts at the hourly rates set forth in the contracts over the period of performance of the contracts.
Fixed-price-level-of-effort (FP-LOE)("FP-LOE") contracts are substantially similar to T&M contracts except they require a specified level of effort over a stated period of time on work that can be stated only in general terms. This type of contract is generally used when the contractor is required to perform an investigation or study in a specific research and development area and to provide a report showing the results achieved based on the level of effort. Payment is based on the effort expended rather than the results achieved.
Firm-fixed-price (FFP)("FFP") contracts provide for a fixed price for specified products, systems and/or services. This type of contract is generally used when the government acquires products and services on the basis of reasonably definitive specifications and which have a determinable fair and reasonable price. These contracts offer us potential increased profits if we can complete the work at lower costs than planned. While FFP contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns.
Our earnings and profitability may vary materially depending on changes in the proportionate amount of revenues derived from each type of contract, the nature of services or products provided, as well as the achievement of performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. Cost reimbursementCost-reimbursement and T&M contracts generally have lower profitability than FFP contracts. For the proportionate amount of revenues derived from each type of contract for fiscal 2014, 2013 and 2012 see “Key Performance Measures—Contract Types” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Annual Report on Form 10-K.

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Backlog
Backlog represents the estimated amount of future revenues to be recognized under negotiated contracts as work is performed. Our backlog consists of funded backlog and negotiated unfunded backlog, each of which are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Annual Report on Form 10-K. We expect to recognize a substantial portion of our funded backlog from U.S. Government customers as revenues within the next 12 months. However, the U.S. Government may cancel any contract at any time through a termination for the convenience of the U.S. Government. In addition, certain contracts with commercial or non-U.S. Federal Government customers included in funded backlog may include provisions that allow the customer to cancel at any time. Many of our contracts have cancellation terms that would permit us to recover all or a portion of our incurred costs and fees for work performed. For additional discussion and analysis of backlog, see “Key Performance Measures—"Results of Operations—Bookings and Backlog”Backlog" in “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" in Part II of this Annual Report on Form 10-K.
Seasonality
The U.S. Government's fiscal year ends on September 30 of each year. ItWhile not certain, it is not uncommon for U.S. Government agencies to award extra tasks or complete other contract actions in the time frametimeframe leading up to the end of its fiscal year in order to avoid the loss of unexpended fiscal year funds, which may favorably impact our third fiscal quarter. In addition, our quarterly results may be impacted by the number of working days in a given quarter. We tend to generate less revenue from our labor services during the fourth quarter as a result of the cyclical nature of the U.S. Government budget process and a greater number of holidays in our fourth fiscal quarter as compared to our third fiscal quarter, we typically experience sequentially higher revenues in our third fiscal quarter and lower revenues in our fourth fiscal quarter.holiday season. For selected quarterly financial data, see Note 19"Selected Quarterly Financial Data" in Part II of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K.
Regulation
We are heavily regulated in most of the fields in which we operate. We provide services and products to numerous U.S. Government agencies and entities, including to the DoD, the intelligence communityU.S. Intelligence Community and the Department of Homeland Security (DHS).DHS. When working with these and other U.S. Government agencies and entities, we must comply with various laws and regulations relating to the formation, administration and performance of contracts. U.S. Government contracts generally are subject to the Federal Acquisition Regulation (FAR)("FAR"), which sets forth policies, procedures and

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requirements for the acquisition of goods and services by the U.S. Government, agency-specific regulations that implement or supplement the FAR, such as the DoD’sDepartment of Defense Federal Acquisition Regulation Supplement (DFARS)("DFARS") and other applicable laws and regulations. These regulations impose a broad range of requirements, many of which are unique to government contracting, including various procurement, import and export, security, contract pricing and cost, contract termination and adjustment and audit requirements. Among other things, these laws and regulations:
require certification and disclosure of all cost and pricing data in connection with certain contract negotiations;
define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-basedcost-type U.S. Government contracts;
require compliance with U.S. Government Cost Accounting Standards ("CAS");
require reviews by the Defense Contract Audit Agency (DCAA)("DCAA"), Defense Contract Management Agency (DCMA)("DCMA") and other U.S. Government agencies of compliance with government standardsrequirements for a contractor’s business systems;
restrict the use and dissemination of unclassified contract-related information and information classified for national security purposes and the export of certain products and technical data; and
require us not to compete for work if an actual or potential organizational conflict of interest, as defined by these laws and regulations, related to such work exists and/or cannot be appropriately mitigated.mitigated, neutralized or avoided.
The U.S. Government may revise its procurement practices or adopt new contract rules and regulations at any time. In order to help ensure compliance with these complex laws and regulations, all of our employees are required to complete ethics training and other compliance trainingtrainings relevant to their position.

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Some of our operations and service offerings involve access to and use by us of personally identifiable information and/or protected health information, whichinformation. These activities are regulated by extensive federal and state privacy and data security laws requiring organizations to provide certain privacy protections and security safeguards for such information.
Internationally, we are subject to special U.S. Government laws and regulations, local government laws and regulations and procurement policies and practices (including laws and regulations relating to bribery of foreign government officials, import-export control, investments, exchange controls and repatriation of earnings) and varying currency, political and economic risks.
Environmental Matters
Our operations are subject to various foreign, federal, state and local environmental protection and health and safety laws and regulations. In addition, our operations may become subject to future laws and regulations, including those related to climate change and environmental sustainability. Failure to comply with these laws and regulations could result in civil, criminal, regulatory, administrative or contractual sanctions, including fines, penalties or suspension or debarment from contracting with the U.S. Government, or could cause us to incur costs to change, upgrade, remediate and/or close some of our operations or properties. Some environmental laws hold current or previous owners or operators of businesses and real property liableSee "Item 1A. Risk Factors" for hazardous substance releases, even if they did not know of and were not responsible for the releases. Our services and operations involve the assessment or remediation of environmental hazards, as well as using, handling or disposing of hazardous substances. Environmental laws may impose liability on any person who disposes, transports, or arranges for the disposal or transportation of hazardous substances to any site. In addition, we may face liability for personal injury, property damage and natural resource damages relating to hazardous substance releases for which we are otherwise liable or relating to exposure to or the mishandling of hazardous substances in connection with our current and former operations or services, including our current and prior ownership of properties.further details. Although we do not currently anticipate that the costs of complying with, or the liabilities associated with, environmental laws will materially and adversely affect us, we cannot ensure that we will not incur material costs or liabilities in the future.
Company Website and Information
Our website can be accessed at www.leidos.com. The website contains information about our company and operations. Through a link on the Investor Relations section of our website, copies of each of our filings with the U.S. Securities and Exchange Commission (SEC)("SEC") on Form 10-K, Form 10-Q and Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference into and is not a part of this Annual Report on Form 10-K.
You may request a copy of the materials identified in the preceding paragraph, at no cost, by writing or telephoning us at our corporate headquarters at the following:
Leidos Holdings, Inc.
11951 Freedom Drive
Reston, VA 20190
Attention: Corporate Secretary
Telephone: (571) 526-6000

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Item 1A. Risk Factors
In your evaluation of our company and business, you should carefully consider the risks and uncertainties described below, together with information included elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed and the price of our stock could decline. Our business is also subject to general risks and uncertainties that affect many other companies, such as our ability to collect receivables, overall U.S. and global economic and industry conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns, climate change or other disruptions of expected economic and business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may materially harm our business, financial condition or operating results and result in a decline in the price of our stock.
Risks Relating to Our Business
We depend on government agencies as our primary customer and if our reputation or relationships with these agencies were harmed, our future revenues and growth prospects would be adversely affected.
We generated over 78%84%, 81% and 76% of our total revenues during each offiscal 2017, fiscal 2016 and the last three fiscal years11-month period ended January 1, 2016, respectively, from contracts with the U.S. Government (including all branches of the U.S. military), either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. Government. We generated more than 10% of our total revenues during each offiscal 2017, fiscal 2016 and the last three fiscal years11-month period ended January 1, 2016, from the U.S. Army. We expect to continue to derive most of our revenues from work performed under U.S. Government contracts. Our reputation and relationship with the U.S. Government, and in particular with the agencies of the DoD and the U.S. intelligence community,Intelligence Community, are key factors in maintaining and growing our revenues. Negative press reports or publicity, which could pertain to employee or subcontractor misconduct, conflicts of interest, poor contract performance, deficiencies in services, reports, products or other deliverables, information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation, particularly with these agencies. If our reputation is negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, the amount of business with government and other customers would decrease and our future revenues and growth prospects would be adversely affected.
A decline in the U.S. Government defense budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenues and limit our growth prospects.
Revenues under contracts with the DoD, either as a prime contractor or subcontractor to other contractors, represented approximately 68%47% of our total revenues infor fiscal 2014.2017. Levels of DoD spending are difficult to predict and subject to significant risk. Our operating results could be adversely affected by spending caps or changes in the budgetary priorities of the U.S. Government or the DoD, as well as delays in program starts or the award of contracts or task orders under contracts. Current U.S. Government spending levels for defense-related programs may not be sustained and future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of the rapid growth ofuncertainty surrounding the federal budget, deficit, increasing political pressure and legislation, shifts in spending priorities from defense-related programs as a result of competing demands for federal funds, the number and intensity of military conflicts or other factors.
In particular, the Budget Control Act of 2011 reduced DoD baseline spending and provides for additional automatic spending cuts, referred to as sequestration, that reduced the DOD and other federal agency budgets. There remains much uncertainty about how exactly sequestration cuts will be implemented and the impact those cuts will have on contractors supporting the government. In light of the current uncertainty, we are not able to predict the impact of budget cuts, including sequestration, on our company or our financial results. However, we expect that budgetary constraints and concerns related to the national debt will continue to place downward pressure on DoD spending levels and that implementation of the automatic spending cuts without change will reduce, delay or cancel funding for certain of our contracts – particularly those with unobligated balances – and programs and could adversely impact our operations, financial results and growth prospects.
The U.S. Government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift DoD budgetary priorities, reduce overall U.S. Government spending or delay contract or task order awards for defense-

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relateddefense-related programs, including programs from which we expect to derive a significant portion of our future revenues. In addition, changes to the DoD acquisition system and contracting models could affect whether and how we pursue certain opportunities and the terms under which we are able to do so. A significant decline in overall U.S. Government spending, including in the areas of national security, intelligence and homeland security, a significant shift in its spending priorities, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large programs could adversely affect our future revenues and limit our growth prospects.

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Because we depend on U.S. Government contracts, a delay in the completion of the U.S. Government’sGovernment's budget process could delay procurement of the products, services and solutions we provide and have an adverse effect on our future revenues.
The funding of U.S. Government programs is subject to an annual congressional budget authorization and appropriation process. In years when the U.S. Government does not complete its budget process before the end of its fiscal year on September 30, government operations are typically funded pursuant to a “continuing"continuing resolution," which allows federal government agencies to operate at spending levels approved in the previous budget cycle, but does not authorize new spending initiatives. When the U.S. Government operates under a continuing resolution, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being canceled. We have from time to time experienced a decline in revenues in our fourth quarter ending January 31 and beyond as a result of this annual budget cycle, and we could experience similar declines in revenues from future delays in the budget process. In years whenWhen the U.S. Government fails to complete its budget process or to provide for a continuing resolution, a federal government shutdown may result. A federal government shutdown could, in turn, result in our incurrence of substantial labor or other costs without reimbursement under customer contracts, or the delay or cancellation of key programs or the delay of contract payments, which could have a negative effect on our cash flows and adversely affect our future results. In addition, when supplemental appropriations are required to operate the U.S. Government or fund specific programs and passage of legislation needed to approve any supplemental appropriation bill is delayed, the overall funding environment for our business could be adversely affected.
Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our U.S. Government contracts, disqualification from bidding on future U.S. Government contracts and suspension or debarment from U.S. Government contracting.
We must comply with laws and regulations relating to the formation, administration and performance of U.S. Government contracts, which affect how we do business with our customers and may impose added costs on our business. Some significant statutes and regulations that affect us include:
the FAR and supplements, which regulate the formation, administration and performance of U.S. Government contracts;
the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;
the Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information and our ability to provide compensation to certain former government officials;
the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for payment or approval; and
the U.S. Government Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts.
The FAR and many of our U.S. Government contracts contain organizational conflict of interest clauses that may limit our ability to compete for or perform certain other contracts or other types of services for particular customers. Organizational conflicts of interest arise when we engage in activities that may make us unable to render impartial assistance or advice to the U.S. Government, impair our objectivity in performing contract work or provide us with an unfair competitive advantage. A conflict of interest issue that precludes our competition for or performance on a significant program or contract could harm our prospects.

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The U.S. Government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.
Our industry has experienced, and we expect it will continue to experience, significant changes to business practices as a result of an increased focus on affordability, efficiencies and recovery of costs, among other items. U.S. Government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential conflicts of interest and environmental responsibility or sustainability, as well as any resulting shifts in the buying practices of U.S. Government agencies, such as increased usage of fixed price contracts, multiple award contracts and small business set-aside contracts, could have adverse effects on government

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contractors, including us. Any of these changes could impair our ability to obtain new contracts or renew our existing contracts when those contracts are recompeted. Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our future revenues, profitability and prospects.
Our business is subject to reviews, audits and cost adjustments by the U.S. Government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects.
U.S. Government agencies, including the DCAA, DCMA and others, routinely audit and review a contractor’scontractor's performance on government contracts, indirect rates and pricing practices and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its business systems, including:including; a contractor’scontractor's accounting system, earned value management system, estimating system, materials management and accounting system, property management system and purchasing system.
Both contractors and the U.S. Government agencies conducting these audits and reviews have come under increased scrutiny. As a result, the current audits and reviews have become more rigorous and the standards to which we are held are being more strictly interpreted, increasing the likelihood of an audit or review resulting in an adverse outcome. During the course of its current audits, the DCAA is closely examining and questioning several of our long established and disclosed practices that it had previously audited and accepted, increasing the uncertainty as to the ultimate conclusion that will be reached.
A finding of significant control deficiencies in our system audits or other reviews can result in decremented billing rates to our U.S. Government customers until the control deficiencies are corrected and our remediations are accepted by DCMA. Government audits and reviews may conclude that our practices are not consistent with applicable laws and regulations and result in adjustments to contract costs and mandatory customer refunds. Such adjustments can be applied retroactively, which could result in significant customer refunds. Our receipt of adverse audit findings or the failure to obtain an “approved”"approved" determination of our various business systems from the responsible U.S. Government agency could significantly and adversely affect our business, including our ability to bid on new contracts and our competitive position in the bidding process. A determination of non-compliance with applicable contracting and procurement laws, regulations and standards could also result in the U.S. Government imposing penalties and sanctions against us, including withholding of payments, suspension of payments and increased government scrutiny that could delay or adversely affect our ability to invoice and receive timely payment on contracts, perform contracts or compete for contracts with the U.S. Government.
Our indirectIndirect cost audits by the DCAA remain open for fiscal 20082012 and subsequent fiscal years.years for Leidos Inc., and fiscal 2011 and subsequent fiscal years for Leidos Innovations. Although we have recorded contract revenues subsequent to fiscal 2008 based upon our estimate of costs that we believe will be approved upon final audit or review, we do not knowcannot predict the outcome of any ongoing or future audits or reviews and adjustments and, if future adjustments exceed our estimates, our profitability wouldmay be adversely affected.

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PART I

Our business is subject to governmental review and investigation which could adversely affect our financial position, operating results and growth prospects.
We are routinely subject to governmental investigations relating to compliance with various laws and regulations with respect to our role as a contractor to federal, state and local government customers and in connection with performing services in countries outside the United States. If a review or investigation identifies improper or illegal activities, we may be subject to civil or criminal penalties or administrative sanctions, including the termination of contracts, forfeiture of profits, the triggering of price reduction clauses, suspension of payments, fines and suspension or debarment from doing business with governmental agencies. We may suffer harm to our reputation if allegations of impropriety are made against us, which would impair our ability to win new contract awards or receive contract renewals. Penalties and sanctions are not uncommon in our industry. If we incur a material penalty or administrative sanction or otherwise suffer harm to our reputation, our revenues, profitability, cash position and future prospects could be adversely affected. More generally, increases in scrutiny and investigations from government organizations, legislative bodies or agencies into business practices and into major programs supported by contractors may lead to increased legal costs and may harm our reputation, revenues, profitability and growth prospects.

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Misconduct of employees, subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a significant adverse impact on our business and reputation.
Misconduct could include fraud or other improper activities such as falsifying time or other records and violations of laws, including the Anti-Kickback Act. Other examples could include the failure to comply with our policies and procedures or with federal, state or local government procurement regulations, regulations regarding the use and safeguarding of classified or other protected information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activities and any other applicable laws or regulations. Any data loss or information security lapses resulting in the compromise of personal information or the improper use or disclosure of sensitive or classified information could result in claims, remediation costs, regulatory sanctions against us, loss of current and future contracts and serious harm to our reputation. Although we have implemented policies, procedures and controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a result, we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or misconduct by any of our employees, subcontractors, agents or business partners could damage our reputation and subject us to fines and penalties, restitution or other damages, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any of which would adversely affect our business, reputation and our future results.
Due to the competitive process to obtain contracts and the likelihood of bid protests, we may be unable to achieve or sustain revenue growth and profitability.
We expect that a majority of the business that we seek in the foreseeable future will be awarded through a competitive bidding process. The U.S. Government has increasingly relied on contracts that are subject to a continuing competitive bidding process, including IDIQ, GSA Schedule and other multi-award contracts, which has resulted in greater competition and increased pricing pressure. The competitive bidding process involves substantial costs and a number of risks, including significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to us, or that may be awarded but for which we do not receive meaningful task orders, and to the risk of inaccurately estimating the resources and costs that will be required to fulfill any contract we win. Following contract award, we may encounter significant expense, delay, contract modifications or even contract loss as a result of our competitors protesting the award of contracts to us in competitive bidding. Any resulting loss or delay of start upstart-up and funding of work under protested contract awards may adversely affect our revenues and/or profitability. In addition, multi-award contracts require that we make sustained post-award efforts to obtain task orders under the contract. As a result, we may not be able to obtain these task orders or recognize revenues under these multi-award contracts. Our failure to compete effectively in this procurement environment would adversely affect our revenues and/or profitability.

Leidos Holdings, Inc. Annual Report 14

PART I

The U.S. Government may terminate, cancel, modify or curtail our contracts at any time prior to their completion and, if we do not replace them, wethis may be unable to achieve or sustain revenue growth and may suffer a decline inadversely affect our future revenues and profitability.
Many of the U.S. Government programs in which we participate as a contractor or subcontractor extend for several years and include one or more base years and one or more option years. These programs are normally funded on an annual basis. Under our contracts, the U.S. Government generally has the right to not to exercise options to extend or expand our contracts and may otherwise terminate, cancel, modify or curtail our contracts at its convenience. Any decisions by the U.S. Government to not to exercise contract options or to terminate, cancel, modify or curtail our major programs or contracts would adversely affect our revenues, revenue growth and profitability.

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We have experienced and continue to experience periodic performance issues under certain of our contracts. Some of our contracts involve the development of complex systems and products to achieve challenging customer goals in a competitive procurement environment. As a result, we sometimes experience technological or other performance difficulties, which have in the past and may in the future result in delays, cost overruns and failures in our performance of these contracts. If a government customer terminates a contract for default, we may be exposed to liability, including for excess costs incurred by the customer in procuring undelivered services and products from another source. Depending on the nature and value of the contract, a performance issue or termination for default could cause our actual results to differ from those anticipated and could harm our reputation.
We face aggressive competition that can impact our ability to obtain contracts and therefore affect our future revenues and growth prospects.
Our business is highly competitive and we compete with larger companies that have greater name recognition, financial resources and a larger technical staffs.staff. We also compete with smaller, more specialized companies that are able to concentrate their resources on particular areas. Additionally, we compete with the U.S. Government’s own capabilities and federal non-profit contract research centers.
The markets in which we operate are characterized by rapidly changing technology and the needs of our customers change and evolve regularly. Accordingly, our success depends on our ability to develop services and products that address these changing needs and to provide people and technology needed to deliver these services and products. To remain competitive, we must consistently provide superior service, technology and performance on a cost-effective basis to our customers. Our competitors may be able to provide our customers with different or greater capabilities or technologies or better contract terms than we can provide, including technical qualifications, past contract experience, geographic presence, price and the availability of qualified professional personnel. In addition, our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs. Accordingly, we anticipate that larger or new competitors or alliances among competitors may emerge, which may adversely affect our ability to compete.
A failure to attract, train and retain skilled employees, including our management team, would adversely affect our ability to execute our strategy and may disrupt our operations.
Our business involves the development of tailored services and solutions for our customers, a process that relies heavily upon the expertise and services of our employees. Our continued success depends on our ability to recruit and retain highly trained and skilled engineering, technical and professional personnel. Competition for skilled personnel is intense and competitors aggressively recruit key employees. In addition, many U.S. Government programs require contractors to have security clearances. Depending on the level of required clearance, security clearances can be difficult and time-consuming to obtain and personnel with security clearances are in great demand. Particularly in highly specialized areas, it has become more difficult to retain employees and meet all of our needs for employees in a timely manner, which may affect our growth. Although we intend to continue to devote significant resources to recruit, train and retain qualified employees, we may not be able to attract, effectively train and retain these employees. Any failure to do so could impair our ability to perform our contractual obligations efficiently and timely meet our customers’ needs and win new business, which could adversely affect our future results. Additionally, we recently completed the relocation of our corporate functions and the spin-off of our former technical, engineering, and enterprise information technology services business into a separate company, which resulted in higher than typical employee turnover and the transfer of personnel to the spin-off company. While we have hired and are training replacement personnel, there is little redundancy or overlap of responsibilities in our corporate functions

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PART I

and loss of key personnel in critical functions could lead to lack of business continuity or disruptions in our operations, financial reporting or control processes.
In addition to attracting and retaining qualified engineering, technical and professional personnel, we believe that our success will also depend on the continued employment of a highly qualified and experienced senior management team and its ability to retain existing business and generate new business. Our senior management team is important to our business because personal reputations and individual business relationships are a critical element of retaining and obtaining customer contracts in our industry, particularly with agencies performing classified operations. In February 2014, we announced that our Chief Executive Officer plans to retire upon the appointment of his successor and that we have initiated a process to identify our next Chief Executive Officer. We have also recently undergone other changes in our senior management team. These changes in key management could create uncertainty among our employees, customers and other third parties with which we do business. In addition, we could be adversely affected if we fail to adequately plan for the succession of members of our senior management team. OurAn inability to retain appropriately qualified and experienced senior executives could cause us to lose customers or new business opportunities.
We may not realize as revenues the full amounts reflected in our backlog, which could adversely affect our expected future revenues and growth prospects.
As of January 31, 2014,December 29, 2017, our total backlog was $9$17.5 billion, including $3$5.0 billion in funded backlog. Due to the U.S. Government’sGovernment's ability to not exercise contract options or to terminate, modify or curtail our programs or contracts and the rights of our non-U.S. Government customers to cancel contracts and purchase orders in certain circumstances, we may realize less than expected or in some casesmay never realize revenues from some of the contracts that

Leidos Holdings, Inc. Annual Report - 14


are included in our backlog. Our unfunded backlog, in particular, contains management’s estimate of amounts expected to be realized on unfunded contract work that may never be realized as revenues. If we fail to realize as revenues amounts included in our backlog, our future revenues, profitability and growth prospects could be adversely affected.
Our earnings and profitability may vary based on the mix of our contracts and may be adversely affected by our failure to accurately estimate and manage costs, time and resources.
We generate revenues under various types of contracts, which include cost reimbursement,cost-reimbursement, FP-IF, T&M, FP-LOE and FFP contracts. Our earnings and profitability may vary materially depending on changes in the proportionate amount of revenues derived from each type of contract, the nature of services or products provided, as well as the achievement of performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. Cost reimbursementCost-reimbursement and T&M contracts are generally less profitable than FFP contracts. Our operating results in any period may also be affected, positively or negatively, by customer’scustomers' variable purchasing patterns of our more profitable proprietary products.
Our profitability is adversely affected when we incur contract costs that we cannot bill to our customers. To varying degrees, each of our contract types involves some risk that we could underestimate the costs and resources necessary to fulfill the contract. While FFP contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenues from FFP contracts represented approximately 27%28% of our total revenues for fiscal 2014.2017. When making proposals on these types of contracts, we rely heavily on our estimates of costs and timing to complete the associated projects, as well as assumptions regarding technical issues. In each case, our failure to accurately estimate costs or the resources and technology needed to perform our contracts or to effectively manage and control our costs during performance could result, and in some instances has resulted, in reduced profits or in losses. More generally, any increased or unexpected costs or unanticipated delays in the performance of our contracts, including costs and delays caused by contractual disputes or other factors outside of our control, such as performance failures of our subcontractors, natural disasters or other force majeure events, could make our contracts less profitable than expected or unprofitable.
We use estimates in recognizing revenues, and if we make changes to estimates used in recognizing revenues, our profitability may be adversely affected.
Revenues from our contracts are primarily recognized using the percentage-of-completion method or on the basis of partial performance towards completion. These methodologies require estimates of total costs at completion, fees earned on the contract, or both. This estimation process, particularly due to the technical nature of the services performed and the long-term nature of certain contracts, is complex and involves significant judgment. Adjustments

Leidos Holdings, Inc. Annual Report 16

PART I

to original estimates are often required as work progresses, experience is gained and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimate is recognized as events become known. Changes in the underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our future financial results.
Our failure to comply with the terms of our deferred prosecution agreement or our administrative agreement would have a material adverse effect on our business and future prospects.
In connection with the resolution of certain investigations related to our CityTime contract, we entered into a three year deferred prosecution agreement with the U.S. Attorney’s Office for the Southern District of New York. We also entered into a five year administrative agreement with the Army on behalf of the U.S. Government in order to confirm our continuing eligibility to enter into and perform contracts with the U.S. Government. Our compliance with the terms and conditions of both the deferred prosecution agreement and the administrative agreement, including the appointment of an independent monitor, will require significant resources and management involvement. If we fail to comply with the deferred prosecution agreement, including its ongoing legal and regulatory compliance obligations, the U.S. Attorney’s Office may extend the term of the deferred prosecution agreement or independent monitor or we could face criminal prosecution, additional damages and penalties. If we fail to comply with the administrative agreement, the Army may extend the term of the administrative agreement or initiate suspension or debarment proceedings against us. The CityTime investigations received adverse publicity, and we are required to disclose information concerning the deferred prosecution agreement in certain proposals for contracts, which may make it more difficult to compete effectively and may adversely affect our revenues and growth prospects. In addition, we continue to be subject to risks in connection with government reviews and investigations and other legal disputes unrelated to the CityTime matter, which may subject us to civil or criminal penalties or administrative sanctions, including the termination of contracts, forfeiture of profits, the triggering of price reduction clauses, suspension of payments, fines and suspension or debarment from doing business with governmental agencies.
Legal disputes could require us to pay potentially large damage awards and could be costly to defend, which would adversely affect our cash balances and profitability, and could damage our reputation.
We are subject to a number of lawsuits and claims described in “Legal Proceedings”"Legal Proceedings" in Part I of this Annual Report on Form 10-K, as may be updated in our future filings with the SEC, including our Quarterly Reports on Form 10-Q. We are also subject to, and may become a party to, a variety of other litigation or claims and suits that arise from time to time in the ordinary course of our business. Adverse judgments or settlements in some or all of these legal disputes may result in significant monetary damages, penalties or injunctive relief against us. Any claims or litigation could be costly to defend, and even if we are successful or if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. Litigation and other claims, including those described in “Legal"Legal Proceedings," are subject to inherent uncertainties and management’s view of these matters may change in the future.

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Our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could harm our business.
We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation and anti-competition. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. For example, the SEC’s adoption of a new rule requiring certain disclosures about “conflict minerals” in certain products may impact our procurement practices and increase our costs. We are also focused on expanding ourconduct business in certain identified growth areas, such as health information technology, energy and environment,environmental services, which are highly regulated and may expose us to increased compliance risk. Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

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PART I

Our business and financial results could be negatively affected by cyber or other security threats.
As a U.S. Government contractor and a provider of information technology services operating in multiple regulated industries and geographies, we handle sensitive information. Therefore, we are continuously exposed to cyber attacks and other security threats, including physical break-ins. Any electronic or physical break-in or other security breach or compromise may jeopardize security of information stored or transmitted through our information technology systems and networks. This could lead to disruptions in mission-critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Although we have implemented policies, procedures and controls to protect against, detect and mitigate these threats, we face advanced and persistent attacks on our information systems and attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts include covertly introducing malware to our computers and networks and impersonating authorized users, among others, and may be perpetrated by well-funded organized crime or state sponsored efforts. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence. We continue to invest in and improve our threat protection, detection and mitigation policies, procedures and controls. In addition, we work with other companies in the industry and government participants on increased awareness and enhanced protections against cybersecurity threats. However, because of the evolving nature and sophistication of these security threats, which can be difficult to detect, there can be no assurance that our policies, procedures and controls have or will detect or prevent any of these threats and we cannot predict the full impact of any such past or future incident. We may experience similar security threats to the information technology systems that we develop, install or maintain under customer contracts. Although we work cooperatively with our customers and other business partners to seek to minimize the impactsimpact of cyber and other security threats, we must rely on the safeguards put in place by those entities. Any remedial costs or other liabilities related to cyber or other security threats may not be fully insured or indemnified by other means. Occurrence of any of these security threats could expose us to claims, contract terminations and damages and could adversely affect our reputation, ability to work on sensitive U.S. Government contracts, business operations and financial results.
Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.
Any system or service disruptions, including those caused by ongoing projects to improve our information technology systems and the delivery of services, whether through our shared services organization or outsourced services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner. We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cybersecurity threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our communications could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and

Leidos Holdings, Inc. Annual Report - 16


business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

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PART I

Customer systems failures could damage our reputation and adversely affect our revenues and profitability.
Many of the systems and networks that we develop, install and maintain for our customers involve managing and protecting personal information and information relating to national security and other sensitive government functions. While we have programs designed to comply with relevant privacy and security laws and restrictions, if a system or network that we develop, install or maintain were to fail or experience a security breach or service interruption, whether caused by us, third-party service providers, cybersecurity threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination. Any such event could cause serious harm to our reputation and prevent us from having access to or being eligible for further work on such systems and networks. Our errors and omissions liability insurance may be inadequate to compensate us for all of the damages that we may incur and, as a result, our future results could be adversely affected.
Many of our contracts contain performance obligations that require innovative design capabilities, are technologically complex, or are dependent upon factors not wholly within our control. Failure to meet these obligations could adversely affect our profitability and future prospects.
We design and develop technologically advanced and innovative products and services applied by our customers in a variety of environments. Problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and patent rights, labor, learning curve assumptions or materials and components could prevent us from achieving contractual requirements.
In addition, our offerings cannot be tested and proven in all situations and are otherwise subject to unforeseen problems that could negatively affect revenue and profitability such as problems with quality and workmanship, country of origin, delivery of subcontractor components or services and unplanned degradation of product performance. Among the factors that may affect revenue and profits could be unforeseen costs and expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work, and, in the case of certain contracts, repayment to the government customer of contract cost and fee payments we previously received.
We have contracts with the U.S. Government that are classified, which may limit investor insight into portions of our business.
We derive a portion of our revenues from programs with the U.S. Government that are subject to security restrictions (classified programs), which preclude the dissemination of information that is classified for national security purposes. We are limited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less insight into our classified programs than our other businesses and therefore less ability to fully evaluate the risks related to our classified business.
We have made and continue to make acquisitions, investments, joint ventures and divestitures that involve numerous risks and uncertainties.
We selectively pursue strategic acquisitions, investments and joint ventures. These transactions require significant investment of time and resources and may disrupt our business and distract our management from other responsibilities. Even if successful, these transactions could reduce earnings for a number of reasons, including the amortization of intangible assets, impairment charges, acquired operations that are not yet profitable or the payment of additional consideration under earn-out arrangements if an acquisition performs better than expected. Acquisitions, investments and joint ventures pose many other risks that could adversely affect our reputation, operations or financial results, including:
we may not be able to identify, compete effectively for or complete suitable acquisitions and investments at prices we consider attractive;
we may not be able to accurately estimate the financial effect of acquisitions and investments on our business, and we may not realize anticipated synergies or acquisitions may not result in improved operating performance;

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we may encounter performance problems with acquired technologies, capabilities and products, particularly with respect to those that are still in development when acquired;

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PART I

we may have trouble retaining key employees and customers of an acquired business or otherwise integrating such businesses, such as incompatible accounting, information management, or other control systems, which could result in unforeseen difficulties;
we may assume material liabilities that were not identified as part of our due diligence or for which we are unable to receive a purchase price adjustment or reimbursement through indemnification;
we may assume legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs;
acquired entities or joint ventures may not achieve expected business growth or operate profitably, which could adversely affect our operating income or operating margins, and we may be unable to recover investments in any such acquisitions;
acquisitions, investments and joint ventures may require us to spend a significant amount of cash or to issue capital stock, resulting in dilution of ownership; and
we may not be able to effectively influence the operations of our joint ventures, or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations.
If our acquisitions, investments or joint ventures fail, perform poorly or their value is otherwise impaired for any reason, including contractions in credit markets and global economic conditions, our business and financial results could be adversely affected.
In addition, we periodically divest businesses, including businesses that are no longer a part of our ongoing strategic plan. These divestitures similarly require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which would adversely affect our financial results.
Goodwill and other intangible assets represent approximately 43%65% of our total assets and any impairment of these assets could negatively impact our results of operations.
Intangible assets with indefinite lives, including goodwill, are tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of events or changes in circumstances indicating that the carrying value of intangible assets may not be recoverable could include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed. We face continued uncertainty in our business environment due to the substantial fiscal and economic challenges facing the U.S. Government, our primary customer, as well as challenges in the commercial healthcare industry, compounded by lower levels of U.S. Government reimbursements, including reductions in Medicare reimbursements which in turn impact hospital IT spending. Adverse changes in fiscal and economic conditions, such as the manner in which the budget cuts are implemented, including sequestration, and issues related to the nation’s debt ceiling, could adversely impact our future revenues and profitability. These circumstances could result in an impairment of goodwill and/or other intangibles. Also, adverse equity market conditions that result in a decline in market multiples and our stock price could result in an impairment of goodwill and/or other intangibles. Any future impairment of goodwill or other intangible assets would have a negative impact on our profitability and financial results.

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PART I

We depend on our teaming arrangements and relationships with other contractors and subcontractors. If we are not able to maintain these relationships, or if these parties fail to satisfy their obligations to us or the customer, our revenues, profitability and growth prospects could be adversely affected.
We rely on our teaming relationships with other prime contractors and subcontractors, who are also often our competitors in other contexts, in order to submit bids for large procurements or other opportunities where we believe the combination of services and products provided by us and the other companies will help us to win and perform

Leidos Holdings, Inc. Annual Report - 18


the contract. Our future revenues and growth prospects could be adversely affected if other contractors eliminate or reduce their contract relationships with us, or if the U.S. Government terminates or reduces these other contractors’ programs, does not award them new contracts or refuses to pay under a contract. Companies that do not have access to U.S. Government contracts may perform services as our subcontractor and that exposure could enhance such companies’ prospect of securing a future position as a prime U.S. Government contractor which could increase competition for future contracts and impair our ability to perform on contracts.
We may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract, our hiring of a subcontractor’s personnel or the subcontractor’s failure to comply with applicable law. Uncertain economic conditions heighten the risk of financial stress of our subcontractors, which could adversely impact their ability to meet their contractual requirements to us. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations as a prime contractor or higher tier subcontractor may be jeopardized. Significant losses could arise in future periods and subcontractor performance deficiencies could result in our termination for default. A termination for default could eliminate a revenue source, expose us to liability and have an adverse effect on our ability to compete for future contracts and task orders, especially if the customer is an agency of the U.S. Government.
Our spin-off of New SAIC subjects us to risk relating to joint performance on government contracts that could negatively affect our results of operations and diminish our competitive position.
On September 27, 2013, we completed the spin-off of our technical, engineering and enterprise information technology services business as an independent, publicly traded company named Science Applications International Corporation (“New SAIC”) through a spin-off transaction.  In connection with the spin-off, we agreed to novate to New SAIC those customer contracts and contract vehicles that relate primarily to the New SAIC business, including certain contract vehicles involving existing or potential task orders, delivery orders and other work that we are performing or would seek to perform in the future.  If we are unable to access these contract vehicles through commercial arrangements with New SAIC or another prime contractor, or to transition this work to an alternative contract vehicle on a timely basis, our revenues would be negatively affected.  In addition, we expect to enter into commercial arrangements for New SAIC to perform tasks on certain contracts that we retained in the spin-off.  If we engage New SAIC as a subcontractor, our ability to achieve the small business subcontracting goals established by our government customers may be impaired, which could diminish our competitive position on future contract proposals.
We provide professional engineering and other services, including engineering-procurement-construction, design build, project delivery and commissioning, in connection with complex projects that involve significant risks and may require long-term capital.
In connection with certain projects, we may commit to a specific completion date or performance standards, which may expose us to significant additional costs and reputational damage if we miss the completion date or fail to achieve the performance standards, including agreed upon financial damages. Project performance can be affected by a number of factors beyond our control, including delays from governmental inaction, public opposition, inability to obtain financing, weather, unavailability of materials, changes in project scope, accidents, environmental hazards, labor disruptions and other factors. If we assume risks related to these events, such risks may not be insurable or may only be insurable on unacceptable terms. If these events occur, the total project costs could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate overall profitability and have an adverse effect on our financial position and cash flows.


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PART I

We have recently gained ownership of a biomass-powered generating facility in Plainfield, Connecticut. Our lack of experience in owning and operating such a facility, as well as the risks and uncertainties associated with the renewable energy industry, may adversely affect the profitability of the facility and our ability to recover our investment.
On October 11, 2013, Leidos Renewable Energy, LLC, an indirect wholly owned subsidiary of Leidos, entered into a consensual foreclosure agreement with Plainfield Renewable Energy Owner, LLC and Plainfield Renewable Energy Holdings, LLC pursuant to which, on October 11, 2013, we became the sole owner of a 37.5 (net) megawatt biomass-powered generating facility located in Plainfield, Connecticut. The plant is newly-constructed and only recently commenced commercial operations.  We have no experience owning and operating a power plant, which may impair our ability to do so effectively and profitably.  Our ability to optimize the value of the plant and achieve a return on our investment is dependent upon our ability to maintain and manage the plant’s feedstock supply, reliably operate the facility at or near full generating capacity, receive a 1603 Cash Grant available to builders of certain energy properties, meet certain emission requirements and to finalize off-take arrangements for the remaining power capacity that is not currently committed to purchasers. The operation of a biomass-powered generating facility is subject to other risks and uncertainties, including compliance with regulations and permitting related to owning and operating such a facility, equipment failures or other external factors that could reduce the availability of the facility, and changes in legislation relating to renewable energy plants.
Our services and operations sometimes involve using, handling or disposing of hazardous substances, which could expose us to potentially significant liabilities.
Some of our services and operations involve the assessment or remediation of environmental hazards, as well as the use, handling or disposal of hazardous substances. These activities and our operations generally subject us to extensive foreign, federal, state and local environmental protection and health and safety laws and regulations, which, among other things, require us to incur costs to comply with these regulations and could impose liability on us for handling or disposing of hazardous substances. Furthermore, failure to comply with these environmental protection and health and safety laws and regulations could result in civil, criminal, regulatory, administrative or contractual sanctions, including fines, penalties or suspension or debarment from contracting with the U.S. Government. Our current and previous ownership and operation of real property also subjects us to environmental protection laws, some of which hold current or previous owners or operators of businesses and real property liable for hazardous substance releases, even if they did not know of and were not responsible for the releases. If we have any violations of, or incur liabilities pursuant to these laws or regulations, our financial condition and operating results could be adversely affected.
We could incur significant liabilities and suffer negative publicity if our inspection or detection systems fail to detect bombs, explosives, weapons, contraband or other threats.
We design, develop, manufacture, sell, service and maintain various inspection systems that are designed to assist in the detection of bombs, explosives, weapons, contraband or other threats. In some instances, we also train operators of such systems. Many of these systems utilize software algorithms that are probabilistic in nature and subject to significant technical limitations. Many of these systems are also dependent on the performance of their operators. There are many factors, some of which are beyond our control, which could result in the failure of our products to help detect the presence of bombs, explosives, weapons, contraband or other threats. Some of these factors could include operator error, inherent limitations in our systems, and misuse or malfunction of our systems. The failure of our systems to help detect the presence of any of these dangerous materials could lead to injury, death and extensive property damage and may lead to product liability, professional liability, or other claims against us. Further, if our systems fail to, or are perceived to have failed to help detect a threat, the negative publicity from such incident could have a material adverse effect on our business.
Our insurance may be insufficient to protect us from product and other liability claims or losses.
We maintain insurance coverage with third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure, the limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. If any of our third-party insurers fail, cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the

Leidos Holdings, Inc. Annual Report 22

PART I

management of our business operations would be disrupted. Our insurance may be insufficient to protect us from

Leidos Holdings, Inc. Annual Report - 19


significant product and other liability claims or losses. Moreover, there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. If liability claims or losses exceed our current or available insurance coverage, our business, financial position, operating results and prospects may be harmed. Regardless of the adequacy of our liability insurance coverages, any significant claim may have an adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our products and services and reduced revenues.
We face risks associated with our international business.
Our international business operations may be subject to additional and different risks than our U.S. business. Failure to comply with U.S. Government and foreign laws and regulations applicable to international business, such as the Foreign Corrupt Practices Act or U.S. export control regulations, could have an adverse impact on our business with the U.S. Government and could expose us to administrative, civil or criminal penalties. Additionally, these risks relating to international operations may expose us to potentially significant contract losses.
In some countries, there is an increased chance for economic, legal or political changes that may adversely affect the performance of our services, sale of our products or repatriation of our profits. International transactions can also involve increased financial and legal risks arising from foreign exchange rate variability, imposition of tariffs or additional taxes, restrictive trade policies, any delay or failure to collect amounts due to us and differing legal systems. We provide services and products in support of U.S. Government customers in countries with governments that may be or may become unstable, which increases the risk of an incident resulting in injury or loss of life, or damage or destruction of property or inability to meet our contractual obligations. Although our international operations have historically generated a small proportion of our revenues, we do not know the impact thatare seeking to grow our international business, in which case these regulatory, geopolitical and other factors may have a greater impact on our business in the future and any of these factors could adversely affect our business.
We have only a limited ability to protect our intellectual property rights, which are important to our success. Our failure to adequately protect our proprietary information and intellectual property rights could adversely affect our competitive position.
We rely principally on trade secrets to protect much of our intellectual property in cases where we do not believe that patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our confidential information. We may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to obtain or maintain trade secret protection could adversely affect our competitive business position. If we are unable to prevent third parties from infringing or misappropriating our copyrights, trademarks or other proprietary information, our competitive position could be adversely affected. In addition, in connection with the performance of services, the U.S. Government has certain rights to inventions, data, software codes and related material that we develop under government-funded contracts and subcontracts, which means that U.S. Government may disclose or license our information to third parties, including, in some instances, our competitors.
In the course of conducting our business, we may inadvertently infringe the intellectual property rights of others, resulting in claims against us or our customers. Our contracts generally indemnify our customers for third-party claims for intellectual property infringement by the services and products we provide. The expense of defending these claims may adversely affect our financial results.

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PART I

Business disruptions caused by natural disasters and other crises could adversely affect our profitability and our overall financial position.
We have significant operations located in regions of the United States that may be exposed to damaging storms and other natural disasters, such as hurricanes, tornadoes, blizzards, flooding, wildfires or earthquakes. Our business could also be disrupted by pandemics and other national or international crises. Although preventative measures may help mitigate the damage from such occurrences, the damage and disruption to our business resulting from any of these events may be significant. If our insurance and other risk mitigation mechanisms are not sufficient to recover all costs, including loss of revenues from sales to customers, we could experience a material adverse effect on our financial position and results of operations. Performance failures and disruptions by our subcontractors due to these types of events may also adversely affect our ability to perform our obligations on a prime contract, which could reduce our profitability due to damages or other costs that may not be fully recoverable from the subcontractor or the customer and could result in a termination of the prime contract and have an adverse effect on our ability to compete for future contracts.
Our financial results may vary significantly from period-to-period.
Our financial results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our financial results may be negatively affected by any of the risk factors listed in this “Risk Factors”"Risk Factors" section and other matters described elsewhere in this Annual Report on Form 10-K.
We use estimates in accounting for many of our programs and changes in our estimates could adversely affect our future financial results.
Accounting for many of our programs requires judgment relative to assessing risks, including risks associated with estimating directed delays and reductions in scheduled deliveries, unfavorable resolutions of claims and contractual

Leidos Holdings, Inc. Annual Report - 20


matters, judgments associated with estimating contract revenues and costs, and assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and cost at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials, consider whether the intent of entering into multiple contracts was effectively to enter into a single project in order to determine whether such contracts should be combined or segmented, consider incentives or penalties related to performance on contracts in estimating revenue and profit rates, and record them when there is sufficient information for us to assess anticipated performance; and use estimates of award fees in estimating revenue and profit rates based on actual and anticipated awards. Because of the significance of the judgments and estimation processes involved in accounting for construction and production type contracts, materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.
We are required to abide by potentially significant restrictions which could limit our ability to undertake certain corporate actions (such as the issuance of Leidos common stock or the undertaking of a merger or consolidation) that otherwise could be advantageous.
The recently completed spin-off of our technical, engineeringmerger agreement and enterprise information technology services business could result in substantialthe tax liabilitymatters agreement impose certain ongoing restrictions on us to us and our stockholders.
We received a private letter ruling from the IRS and an opinion of tax counsel substantially to the effectensure that for U.S. federal income tax purposes, the spin-off and certain related transactions qualify for tax-free treatmentapplicable statutory requirements under certain sections of the Internal Revenue Code. However, ifCode of 1986, as amended, and applicable Treasury regulations are met so that the factual assumptions or representations made in the private letter ruling request or the opinion are inaccurate or incomplete in any material respect, including those relatingTransactions qualify as tax-free to the pastLockheed Martin and future conduct of our business, we will not be able to rely on the ruling or the opinion. Furthermore, the opinion covered certain matters on which the IRS does not rule and will not be binding on the IRS or the courts. Accordingly, the IRS or the courts may challenge the conclusions stated in the opinion and such challenge could prevail.
If, notwithstanding receipt of the private letter ruling and opinion, the spin-off and certain related transactions are determined to be taxable, we would be subject to a substantial tax liability. In addition, if the spin-off transaction is taxable, each holder of our common stock who received shares of the new company would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares received, thereby potentially increasing such holder’s tax liability.

Leidos Holdings, Inc. Annual Report 24

PART I

Even if the spin-off otherwise qualified as a tax-free transaction, the distribution could be taxable to us (but not to our stockholders) in certain circumstances if future significant acquisitions of our stock or the stock of the new company are deemed to be part of a plan or series of related transactions that include the spin-off. In this event, the resulting tax liability could be substantial. In connection with the spin-off, we entered into a tax matters agreement with the new company, under which it agreed not to enter into any transaction without our consent that could cause any portion of the spin-off to be taxable to us and to indemnify us for any tax liabilities resulting from such transactions. These obligations and potential tax liabilities may discourage, delay or prevent a change of control of our company.
its shareholders. As a result of our name change, our existing and potential customers, suppliers, recruiting candidates and investors may not recognize our new brand name, which could harm our business.
In connection with the spin-off of our technical services and enterprise IT business, we assigned our former "SAIC" brand name to the spin-off company and changed our brand to "Leidos." Since we previously marketed our business under the former brand, some existing and potential customers, suppliers and market participants may not recognize our new name or may confuse the new SAIC with us, which may hinderthese restrictions, our ability to maintainengage in certain transactions may be limited.
If we take any actions that would cause the Transactions to become taxable, we generally will be required to bear the cost of any resulting tax liability. If the Transactions became taxable, Lockheed Martin would be expected to recognize a substantial amount of income, which would result in a material amount of taxes. Any such taxes allocated to us would be expected to be material to us, and developcould cause our customer base, at least during an initial transition period. Our name change alsobusiness, financial condition and operating results to suffer. These restrictions may affectreduce our ability to recruit qualified personnel. We may needengage in certain business transactions that otherwise might be advantageous to expend significant resources to develop our new brand in the marketplace, and if we fail to build strong new brand recognition, our revenue and profitability may decline and our business prospects may suffer.us.
Risks Relating to Our Stock
We cannot assure you that we will continue to pay dividends on our common stock.
In March 2012, our boardBoard of directorsDirectors approved the initiation of a quarterly dividend program. The timing, declaration, amount and payment of any future dividends fall within the discretion of our boardBoard of directorsDirectors and will depend on many factors, including our available cash, estimated cash needs, earnings, financial condition, operating results, capital requirements, as well as limitations in our contractual agreements, applicable law, regulatory constraints, industry practice and other business considerations that our boardBoard of directorsDirectors considers relevant. A change in our dividend program could have an adverse effect on the market price of our common stock.
Provisions in our charter documents and under Delaware law could delay or prevent transactions that many stockholders may favor.
Some provisions of our certificate of incorporation and bylaws may have the effect of delaying, discouraging or preventing a merger or acquisition that our stockholders may consider favorable, including transactions in which stockholders might receive a premium for their shares. These restrictions, which may also make it more difficult for our stockholders to elect directors not endorsed by our current directors and management, include the following:
Our certificate of incorporation provides that our bylaws and certain provisions of our certificate of incorporation may be amended by only two-thirds or more voting power of all of the outstanding shares entitled to vote. These supermajority voting requirements could impede our stockholders’ ability to make changes to our certificate of incorporation and bylaws.
Our certificate of incorporation contains certain supermajority voting provisions, which generally provide that mergers and certain other business combinations between us and a related person be approved by the holders of securities having at least 80% of our outstanding voting power, as well as by the holders of a majority of the voting power of such securities that are not owned by the related person.
Our stockholders may not act by written consent. As a result, a holder, or holders, controlling a majority of our capital stock are limited in their ability to take certain actions other than in connection with its annual stockholders’

Leidos Holdings, Inc. Annual Report - 21


stockholders' meeting or a special meeting called at the request of qualified stockholders as provided in our certificate of incorporation and bylaws.
Our boardBoard of directorsDirectors may issue, without stockholder approval, shares of undesignated preferred stock. The ability to authorize undesignated preferred stock makes it possible for our boardBoard of directorsDirectors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

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PART I

As a Delaware corporation, we are also subject to certain restrictions on business combinations. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years, or among other things, our boardBoard of directorsDirectors has approved the business combination or the transaction pursuant to which such person became a 15% holder prior to the time the person became a 15% holder.
Forward-Looking Statement Risks
You may not be able to rely on forward-looking statements.
This Annual Report on Form 10-K contains forward-looking statements that are based on our management’s belief and assumptions about the future in light of information currently available to our management. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,”"may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," and similar words or phrases or the negative of these words or phrases. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements may include statements regarding the benefits and synergies of the Transactions and future opportunities for the combined company following the transaction. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee future results, levels of activity, performance or achievements. There are a number of important factors that could cause our actual results to differ materially from those results anticipated by our forward-looking statements, which include, but are not limited to:
developments in the U.S. Government defense budget, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, or delays in the U.S. Government budget process or approval of raising the debt ceiling; 
delays in the U.S. Government contract procurement process or the award of contracts and delays or loss of contracts as a result of competitor protests;
changes in U.S. Government procurement rules, regulations, and practices;
our compliance with various U.S. Government and other government procurement rules and regulations;
governmental reviews, audits and investigations of our company;
our ability to effectively compete and win contracts with the U.S. Government and other customers;
our reliance on information technology spending by hospitals/health care organizations;
our reliance on infrastructure investments by industrial and natural resources organizations;
energy efficiency and alternative energy sourcing investments;
investments by U.S. Government and commercial organizations in environment impact and remediation projects;
our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees;
our ability to accurately estimate costs associated with our firm-fixed-price and other contracts;
our ability to comply with certain agreements entered into in connection with the CityTime matter;
resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues;
cybersecurity, data security or other security threats, system failures or other disruptions of our business;

Leidos Holdings, Inc. Annual Report - 22


our ability to effectively acquire businesses and make investments;
our ability to maintain relationships with prime contractors, subcontractors and joint venture partners;

Leidos Holdings, Inc. Annual Report 26

PART I

our ability to manage performance and other risks related to customer contracts, including complex engineering or design build projects;contracts;
the failure of our inspection or detection systems to detect threats;
the adequacy of our insurance programs designed to protect us from significant product or other liability claims;
our ability to manage risks associated with our international business;
exposure to lawsuits and contingencies associated with Lockheed Martin’s Information Systems & Global Solutions business;
our ability to declare future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable law and our agreements;
risks associated with the spin-off of our technical, engineering and enterprise information technology services business, such as unknown liabilities and risks associated with joint performance;
our ability to grow our commercial health and engineeringinfrastructure businesses, which could be negatively affected by budgetary constraints faced by hospitals and by developers of energy and infrastructure projects; and
our ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks that we face.
We do not undertake any obligation to update or revise any of the forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements or to conform these statements to actual results.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of January 31, 2014,December 29, 2017, we conducted our operations in approximately 267348 offices located in 4339 states, the District of Columbia and various foreign countries. We consider our facilities suitable and adequate for our present needs. We occupy approximately 6.27.1 million square feet of floor space. Of this amount, we own approximately 1.1 million square feet, and the remaining balance is leased. Our major locations are in the Washington, D.C., metropolitan area, where we occupy a combination of leased and owned floor space of approximately 2.23.4 million square feet of floor space.feet. We also have employees working at customer sites throughout the United States and in other countries.
As of January 31, 2014,December 29, 2017, we owned the following properties:
Location
Number of
buildings

Square
footage

Acreage Number of
buildings

Square
footage

Acreage
McLean, Virginia1
 287,000
 15.1
Gaithersburg, Maryland 1
 542,000
 44.8
San Diego, California2
 262,000
 6.2
 2
 262,000
 13.5
Virginia Beach, Virginia2
 159,000
 22.5
Columbia, Maryland1
 95,000
 7.3
 1
 95,000
 7.3
Colorado Springs, Colorado1
 86,000
 5.8
Orlando, Florida1
 85,000
 18.0
 1
 85,000
 8.5
Oak Ridge, Tennessee1
 83,000
 12.5
 1
 83,000
 8.4
Reston, Virginia1
 62,000
 2.6
 1
 62,000
 2.6
The nature of our business is such that there is no practicable way to relate occupied space to our reportable segments. See Note 14"Note 18—Leases" of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K for information regarding commitments under leases.

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PART I



Item 3. Legal Proceedings
We have provided information about legal proceedings in which we are involved in Note 17"Note 21—Contingencies" of the combined notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
In addition, to the matters disclosed in Note 17, we are routinely subject to investigations and reviews relating to compliance with various laws and regulations. Additional information regarding such investigations and reviews is set forth in Note 18 “Commitments and Contingencies – Government Investigations and Reviews”"Note 21—Contingencies” of the combined notes to the consolidated financial statements contained withwithin this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.

Leidos Holdings, Inc. Annual Report 28- 24

PART I



Executive and Other Key Officers of the Registrant
The following is a list of the names and ages (as of March 27, 2014)February 23, 2018) of our executive and other key officers, indicating all positions and offices held by each such person and each such person’s business experience during at least the past five years. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
Name of officerAgePosition(s) with the company and prior business experience
Roger A. Krone61Mr. Krone has served as Chief Executive Officer since July 2014. Mr. Krone is also Chairman of the Board. He brings more than 36 years of operational, strategic, and financial execution experience for some of the nation’s most prominent names in aerospace. Mr. Krone has held senior program management and finance positions at The Boeing Company, McDonnell Douglas Corp., and General Dynamics. Mr. Krone is currently a member of the Georgia Tech Foundation Board of Trustees. He is a long-time supporter of the Urban League, and currently serves on the board of the Greater Washington chapter. He is also a member of the Executive Council of the Aerospace Industries Association (AIA) and a member of the AOPA Foundation's Board of Visitors.
James C. Reagan59Mr. Reagan has served as Executive Vice President and Chief Financial Officer since July 2015. Prior to joining Leidos, from 2012 to 2015, Mr. Reagan was with Vencore, Inc. (formerly The SI Organization, Inc.), a provider of information solutions, and engineering and analysis services to the U.S. Intelligence Community, Department of Defense, and federal and civilian agencies, where he served as Senior Vice President and Chief Financial Officer. From 2011 to 2012, Mr. Reagan was Executive Vice President and Chief Financial Officer of PAE, Inc., a provider of mission support services to the U.S. Government. Mr. Reagan is a Certified Public Accountant.
Ann M. Addison56Ms. Addison has served as Executive Vice President and Chief Human Resources Officer since August 2016 when she joined Leidos. Prior to joining Leidos, Ms. Addison served Lockheed Martin Corporation in several capacities, most recently as the Vice President of Human Resources for their former Information Systems & Global Solutions business. Earlier in her career she held positions with Global eXchange Services and General Electric.
Gerard A. Fasano52Mr. Fasano has served as Executive Vice President and Chief of Business Development & Strategy since August 2016 when he joined Leidos. Prior to joining Leidos, Mr. Fasano served Lockheed Martin Corporation over 30 years in several capacities, most recently as a Vice President and General Manager in their former Information Systems & Global Solutions business.
John J. Fratamico, Jr.60Dr. Fratamico has served as Executive Vice President and Chief Technology Officer since November 2016 and before that, as President, National Security Solutions - Surveillance and Reconnaissance Group. Before joining Leidos, Dr. Fratamico served as Chief Scientist at McDonnell Douglas Technologies Incorporated.
Angela L. Heise43Ms. Heise has served as President, Civil Group since August 2016 when she joined Leidos. Prior to joining Leidos, Ms. Heise served as Vice President of Enterprise Information Technology Solutions for Lockheed Martin Corporation's former Information Systems & Global Solutions business.
Jerald S. Howe, Jr.62Mr. Howe has served as Executive Vice President and General Counsel since July 2017. Prior to joining Leidos, Mr. Howe was a partner at Fried, Frank, Harris, Shriver & Jacobson LLP where he served in the firm’s government contracts, mergers and acquisitions, and aerospace and defense practices. Prior to joining Fried Frank, Mr. Howe held general counsel positions at TASC, a leading aerospace and defense company, and at Veridian Corporation, a publicly traded company that provided advanced technology services and solutions to the intelligence community, military, and homeland defense agencies.

Leidos Holdings, Inc. Annual Report - 25


Name of officer Age Position(s) with the company and prior business experience
Sarah Allen*Timothy J. Reardon 5553 Executive ViceMr. Reardon has served as President, Defense & Intelligence Group since January 2017 and Chief Human Resources Officer since 2013.before that, as President, Intelligence & Homeland Security Group. Prior to joining Leidos in September 2008, Ms. AllenAugust 2016, Mr. Reardon served as the Director of Human Resources in the TASC Business Unit of Northrop Grumman Corporation. Earlier in her career, she held positions with TRW Environmental Safety Systems, Honeywell and Hewlett-Packard Company.
John P. Jumper*69Chief Executive Officer since March 2012, Chair of the Board since June 2012, and Director since 2007. Mr. Jumper retired from the United States Air Force in 2005 after nearly 40 years of service. From September 2001 to November 2005, he was the Chief of Staff of the United States Air Force, serving as the senior uniformed Air Force officer responsible for the organization, training and equipping of 750,000 active-duty, Air National Guard, Air Force Reserve and civilian forces serving around the world. As a member of the Joint Chiefs of Staff, Mr. Jumper functioned as a military advisor to the Secretary of Defense, National Security Council and the President. He currently serves as an independent director on the boards of NACCO Industries, Inc., and Hyster-Yale Materials Handling, Inc., both publicly traded companies. He previously served on the boards of Goodrich Corporation, Jacobs Engineering Group, Inc., WESCO Aircraft Holdings, Inc., Somanetics Corporation, and Tech Team Global, Inc. In February 2014, Mr. Jumper notified our board of directors that he plans to retire as Chief Executive Officer upon the appointment of his successor.
Theodore W. Lay II64Senior Vice President, Ethics Compliance, Policy and Governance since September 2013. Mr. Lay joined the Ethics and Compliance Office in January 2011 as the Director of Employee Ethics & Chair of the Employee Ethics Council. He has served as an account manager and an operations manager at Leidos since joining the company in 2005. Mr. Lay joined the Employee Ethics Committee in 2009 while serving as Director of Account Management & Business Resources for the Analysis, Simulations, Systems Engineering, & Training Business Unit. Before transitioning to the civilian sector, he was Deputy Director of NATO’s Joint Warfare Centre in Stavanger, Norway. Mr. Lay retired as a USAF Major General with 33 years of experience.
Vincent A. Maffeo*63Executive Vice President and General Counsel since 2010.Manager of Lockheed Martin Corporation's former Information Systems & Global Solutions business. Prior to joining us in June 2010, from 1977 to 2009,Lockheed Martin Corporation, Mr. Maffeo was with ITT Corporation, a high-technology engineering and manufacturing company, where heReardon served as Senior Vice President and General Counsel from 1995 until 2009. He held various other increasingly responsible legal positions at ITT Corporation inan officer with the telecommunications, defense and automotive businesses, and at the European Headquarters of ITT Europe, before becoming General Counsel.Central Intelligence Agency for 10 years.
Ken Sharp*Jonathan W. Scholl 4356 Senior ViceMr. Scholl has served as President, Chief Accounting OfficerHealth Group since August 2016, and Corporate Controller since 2013.before that, as President, Health and Infrastructure group. Prior to joining us,Leidos, Mr. Sharp held various positionsScholl served for five years as the Chief Strategy Officer for Texas Health Resources, one of increasing responsibility over 11 years with Computer Sciences Corporation, most recently as Vice President Finance and Administration and Chief Financial Officer of itsthe largest business unit.nonprofit health care delivery systems in the country. Prior to that, he spent 15 years with The Boston Consulting group and served as a senior manager at Ernst & Young LLP.Head of their North American Healthcare Provider Practice and leader of their Lean Six Sigma initiative for hospitals. He also served as vice president for applications development for the TenFold HealthCare Group in Dallas. Mr. SharpScholl served five years in the United States Marine Corps. In addition, Mr. Sharp isU.S. Navy as a certified public accountant.nuclear submarine officer and nuclear power plant instructor.


Leidos Holdings, Inc. Annual Report 29- 26

PART I

Name of officerAgePosition(s) with the company and prior business experience
K. Stuart Shea*57Chief Operating Officer since March 2012 and President since September 2013. Mr. Shea also served as Group President from 2007 to March 2012 and as Senior Vice President and Business Unit General Manager from 2005 to 2007. Prior to joining us, Mr. Shea served as Vice President and Executive Director of Northrop Grumman Corporation’s TASC Space and Intelligence operating unit from 1999 to 2005, and led other organizations from 1987 to 1999. Mr. Shea held positions with PAR Technology Corporation from 1982 to 1987. Mr. Shea's employment with us will terminate on April 6, 2014.
Mark W. Sopp*48Executive Vice President and Chief Financial Officer since 2005. Prior to joining us, Mr. Sopp served as Senior Vice President, Chief Financial Officer and Treasurer of Titan Corporation, a defense and intelligence contractor, from April 2001 to July 2005 and Vice President and Chief Financial Officer of Titan Systems Corporation, a subsidiary of Titan Corporation, from 1998 to 2001.
John D. Thomas67Executive Vice President and Chief Strategic Officer since 2013. Mr. Thomas also served as Sector President (Acting), National Security Solutions during early 2013 and Senior Vice President and Business Unit General Manager of the Intelligence Systems Business Unit from February 2011 to February 2013, and General Manager of Operations, Intelligence and Security Business Unit from October 2004 to February 2011. Mr. Thomas joined us in 2002 as an executive for U.S. Army intelligence programs within the then-Intelligence Solutions Group following a 33-year career in the U.S. Army, where he retired with the rank of major general.
Lou Von Thaer*53President, National Security Solutions since 2013. Prior to joining Leidos, Mr. Von Thaer was President of General Dynamics Advanced Information Systems, and Corporate Vice President of General Dynamics. He also previously served as Senior Vice President of Operations for General Dynamics Advanced Information Systems, and Senior Vice President for Advanced Technology Systems, a division of Lucent Technologies. Mr. Von Thaer is a Member of IEEE and the Optical Society of America, and has previously held advisory or board positions for the International Engineering Consortium, International Council on Systems Engineering, and the Intelligence and National Security Alliance (INSA).
* Indicates an executive officer


Leidos Holdings, Inc. Annual Report 30

PART II




Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Leidos’ common stock is listed on the New York Stock Exchange (NYSE)("NYSE") under the ticker symbol “LDOS.” Leidos, Inc. is a wholly-owned subsidiary of Leidos and there is no public trading market for common stock of Leidos, Inc.
Historical Stock Prices
On September 27, 2013 Leidos effectuated a one-for-four reverse stock split of its shares of common stock, so that every four shares of Leidos common stock issued and outstanding were combined and converted into one share of Leidos common stock."LDOS." The range of high and low sales prices at closing of Leidos' common stock on the NYSE for each fiscal quarter during the last two fiscal years areperiods presented below (adjusted to reflect the reverse stock split). In addition, the prices on and before September 27, 2013 include the value of our technical services and enterprise information technology services business, which was spun off on that date. The prices after that date reflect only the business of Leidos Holdings, Inc. after the spin off.were as follows:

Historical Stock Prices
 Fiscal 2013
Fiscal QuarterHigh Low
1st quarter (February 1, 2012 to April 30, 2012)$54.44
 $47.92
2nd quarter (May 1, 2012 to July 31, 2012)$49.04
 $41.52
3rd quarter (August 1, 2012 to October 31, 2012)$51.92
 $43.20
4th quarter (November 1, 2012 to January 31, 2013)$48.84
 $43.68

  Fiscal 2017
  High Low
1st quarter (December 31, 2016 to March 31, 2017) $54.87
 $48.31
2nd quarter (April 1, 2017 to June 30, 2017) $56.37
 $49.95
3rd quarter (July 1, 2017 to September 29, 2017) $59.43
 $51.19
4th quarter (September 30, 2017 to December 29, 2017) $65.22
 $59.92
 Fiscal 2014
Fiscal QuarterHigh
Low
1st quarter (February 1, 2013 to May 3, 2013)$59.76
 $45.28
2nd quarter (May 4, 2013 to August 2, 2013)$62.60
 $51.68
3rd quarter (August 3, 2013 to September 27, 2013)$64.12
 $57.32
(Pre-spin Prices)   
(Post-spin Prices)   
3rd quarter (September 28, 2013 to November 1, 2013)$47.51
 $45.30
4th quarter (November 2, 2013 to January 31, 2014)$49.02
 $40.60

  Fiscal 2016
  High Low
1st quarter (January 2, 2016 to April 1, 2016) $56.19
 $40.79
2nd quarter (April 2, 2016 to July 1, 2016) $52.32
 $45.71
3rd quarter (July 2, 2016 to September 30, 2016) $52.33
 $38.50
4th quarter (October 1, 2016 to December 30, 2016) $52.38
 $41.18
Holders of Common Stock
As of March 18, 2014,February 13, 2018, there were approximately 28,00022,135 holders of record of Leidos common stock. The number of stockholders of record of Leidos common stock is not representative of the number of beneficial owners due to the fact that many shares are held by depositories, brokers or nominees. Leidos is the holder of record of all Leidos, Inc.'s common stock.
Dividend Policy
During fiscal 2013,2017 and 2016, Leidos declared and paid quarterly dividends totaling $1.92 per share of Leidos common stock and during fiscal 2014, Leidos declared and paid a special dividend of $4.00 per share of Leidos common stock and quarterly dividends totaling $1.60$1.28 per share of Leidos common stock. Leidos currently intends to continue paying dividends on a quarterly basis, although the declaration of any future dividends will be determined by Leidos’ boardLeidos' Board of directorsDirectors and will depend on many factors, including available cash, estimated cash needs, earnings, financial condition, operating results, and capital requirements, as well as limitations in our contractual agreements, applicable law, regulatory constraints, industry practice and other business considerations that our boardthe Board of directorsDirectors considers relevant. Our ability to declare and pay future dividends on Leidos stock may be restricted by the provisions of Delaware law and covenants in our then-existing indebtedness arrangements.
In connection with the Transactions (see "Note 2—Acquisitions" of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K), Leidos' Board of Directors declared a special dividend of $13.64 per share of Leidos common stock. Consequently, on August 22, 2016, Leidos paid out $993 million to stockholders of record as of August 15, 2016, and accrued $29 million as dividend equivalents with respect to outstanding unvested equity awards.

Leidos Holdings, Inc. Annual Report 31- 27


Leidos, Inc. has not declared or paid cash dividends to Leidos Holdings, Inc. Leidos, Inc. may declare and pay cash dividends to Leidos Holdings, Inc. from time to time, but there is no present intention to do so in the foreseeable future.
Stock Performance Graph
The following graph compares the total cumulative five-year return on Leidos common stock through our fiscal year ended January 31, 2014December 29, 2017 to two indices: (i) the Standard & Poor’s 500Poor's 400 Composite Stock Indexindex and (ii) the Standard & Poor’s North American Technology-Services Index.Poor's 500 IT Services Industry index. The graph assumes an initial investment of $100 on February 1, 2009December 31, 2012, and that dividends, if any, have been reinvested. On September 27, 2013, we completed the spin-off of New SAIC. Our stockholders received one share of New SAIC common stock for every seven shares of our common stock held on the record date (September 19, 2013). The effect of the spin-off is reflected in the cumulative total return as a reinvested dividend. The comparisons in the graph are required by the SEC, based upon historical data and are not intended to forecast or be indicative of possible future performance of Leidos common stock.stock.

Purchases of Equity Securities
In December 2013, our boardOn February 16, 2018, the Company’s Board of directorsDirectors authorized a stocknew share repurchase program (2013 Stock Repurchase Program) under which we may repurchaseof up to 20 million shares of Leidosthe Company’s outstanding common stock. The shares may be repurchased from time to time in one or more open market repurchases or privately negotiated transactions, including accelerated share repurchase transactions. The actual timing, number and value of shares repurchased under the program will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, applicable legal requirements, compliance with the terms of the Company’s outstanding indebtedness and other considerations. There is no assurance as to the number of shares that will be repurchased, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. This share repurchase authorization replaces the March 2012previous share repurchase authorization of 10 million shares. Stock repurchases may be made on the open market orannounced in privately negotiated transactions with third parties. Whether repurchases are made and the timing and actual number of shares repurchased depends on a variety of factors including price, corporate capital requirements, other market conditions and regulatory requirements. The repurchase program may be accelerated, suspended, delayed or discontinued at any time.December 2013.



Leidos Holdings, Inc. Annual Report 32- 28


The following table presents repurchases of Leidos'Leidos common stock during the quarter ended January 31, 2014:December 29, 2017:
Period

Total Number of
Shares
(or Units)

Purchased
(1)



Average Price
Paid per Share
(or Unit)



Total Number of
Shares (or
Units) Purchased as
Part of Publicly
Announced
Repurchase Plans

or Programs
(2)



Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or

Programs
(2)

November 2, 2013 – November 30, 201315,311
 $47.25
 
 20,000,000
December 1, 2013 – December 31, 2013 (3)
4,806,280
 $45.84
 4,800,000
 15,200,000
January 1, 2014 – January 31, 2014 (3)
768,459
 $45.86
 763,283
 14,436,717
Total5,590,050
 $45.84
 5,563,283
  
Period 
(a)
Total Number 
of Shares (or Units) Purchased
(1)

(b)
Average Price
Paid per Share
(or Unit)

(c)
Total Number of
Shares (or
Units) Purchased as
Part of Publicly
Announced
Repurchase
Plans or Programs

(d)
Maximum Number of Shares
(or Units) that May
Yet Be Purchased Under the
Plans or Programs
September 30, 2017 
 $
 
 5,718,172
October 1, 2017 - October 31, 2017 5,993
 60.88
 
 5,718,172
November 1, 2017 - November 30, 2017 6,571
 62.34
 
 5,718,172
December 1, 2017 - December 29, 2017 2,993
 63.61
 
 5,718,172
Total 15,557
 $62.02
 
  
(1)
The total number of shares purchased includes: (i) 5.6 million shares of common stock purchased under the term of an accelerated repurchase agreement; (ii) shares surrendered to satisfy statutory tax withholdings obligations related to vesting of restricted stock awards;units; and (iii)(ii) shares surrenderedpurchased upon surrender by stockholders of previously owned shares in payment of the exercise price of non-qualified stock options and/or to satisfy statutory tax withholdings obligations.
(2)We may repurchase up to 20 million shares of Leidos common stock under the 2013 Stock Repurchase Program, which was publicly announced in December 2013.
(3)In December 2013, we entered into an Accelerated Share Repurchase ("ASR") agreement with a financial institution, whereby we paid an aggregate of $300 million and received approximately 5.6 million shares of Leidos outstanding shares of common stock during the fourth quarter of fiscal 2014, or approximately 85% of the shares repurchased under the ASR. The final delivery of the remaining shares under this program was completed by the end of the first quarter of fiscal 2015. All shares delivered were immediately retired. See Note 10 of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K for further information.
Item 6. Selected Financial Data
The selected financial data for the five-year period set forth below is derived from our consolidated financial statements for each of the fiscal years in2017 and 2016, the five year11-month period ended January 31,1, 2016, and for fiscal years 2015 and 2014. As Leidos Holdings, Inc. is a holding company and it consolidates Leidos, Inc. for financial statement purposes, the following financial data relates to both companies, except where otherwise indicated. Leidos, Inc.’s revenues and expenses comprise 100% of Leidos Holdings, Inc.'s revenues and operating expenses. In addition, Leidos, Inc. comprises approximately the entire balance of Leidos Holdings, Inc.’s assets, liabilities and operating cash flows, except for an interest-bearing note between Leidos, Inc. and Leidos Holdings, Inc.
This information should be read in conjunction with “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" in Part II and our consolidated financial statements and the combined notes thereto contained within this Annual Report on Form 10-K.


Leidos Holdings, Inc. Annual Report 33- 29


Year Ended January 31(1)
 
12 Months Ended(1)
 
11 Months Ended(1)
 
12 Months Ended(1)
2014(2)

2013
2012(3)

2011
2010 
December 29, 2017(2)
 
December 30, 2016(3)
 
January 1, 2016(4)
 
January 30, 2015(5)
 
January 31, 2014(6)
(in millions, except per share data) (in millions, except for per share amounts)
Consolidated Statement of Income Data:
        
Leidos Holdings, Inc.:

        
Consolidated Statement of Income (Loss) Data:          
Revenues$5,772
 $6,469
 $5,836
 $5,990
 $5,679
 $10,170
 $7,043
 $4,712
 $5,063
 $5,755
Operating income (loss)164
 423
 (58) 551
 411
 559
 417
 320
 (214) 163
Income (loss) from continuing operations84
 324
 (235) 309
 220
 364
 246
 243
 (330) 84
Income from discontinued operations, net of tax80
 201
 294
 310
 276
Net income$164
 $525
 $59
 $619
 $496
Earnings per share:
        
(Loss) income from discontinued operations, net of taxes 
 
 (1) 7
 80
Net income (loss) 364
 246
 242
 (323) 164
Less: net (loss) income attributable to non-controlling interest (2) 2
 
 
 
Net income (loss) attributable to Leidos Holdings, Inc. $366
 $244
 $242
 $(323) $164
Earnings (loss) per share:          
Basic:
                  
Income (loss) from continuing operations$0.98
 $3.82
 $(2.80) $3.29
 $2.20
Income from discontinued operations0.96
 2.37
 3.48
 3.29
 2.76
$1.94
 $6.19
 $0.68
 $6.58
 $4.96
Income (loss) from continuing operations attributable to Leidos common stockholders $2.41
 $2.39
 $3.33
 $(4.46) $0.98
(Loss) income from discontinued operations, net of taxes 
 
 (0.01) 0.10
 0.96
Net income (loss) attributable to Leidos common stockholders $2.41
 $2.39
 $3.32
 $(4.36) $1.94
Diluted:
                  
Income (loss) from continuing operations$0.98
 $3.82
 $(2.80) $3.25
 $2.17
Income from discontinued operations0.96
 2.37
 3.48
 3.26
 2.74
$1.94
 $6.19
 $0.68
 $6.51
 $4.91
Income (loss) from continuing operations attributable to Leidos common stockholders $2.38
 $2.35
 $3.28
 $(4.46) $0.98
(Loss) income from discontinued operations, net of taxes 
 
 (0.01) 0.10
 0.96
Net income (loss) attributable to Leidos common stockholders $2.38
 $2.35
 $3.27
 $(4.36) $1.94
Cash dividend per common share$5.60
 $1.92
 $
 $
 $
 $1.28
 $14.92
 $1.28
 $1.28
 $5.60
Leidos, Inc.:         
Revenues$5,772
 $6,469
 $5,836
 $5,990
 $5,679
Operating income (loss)164
 423
 (58) 551
 411
Income (loss) from continuing operations86
 325
 (238) 301
 206
Income from discontinued operations80
 201
 294
 310
 276
Net income$166
 $526
 $56
 $611
 $482
January 31          
2014
2013
2012
2011
2010 December 29,
2017
 December 30,
2016
 January 1,
2016
 January 30,
2015
 January 31,
2014
(in millions) (in millions)
Consolidated Balance Sheet Data:                   
Total assets$4,162
 $5,875
 $6,667
 $6,223
 $5,295
 $8,990
 $9,132
 $3,370
 $3,281
 $4,162
Notes payable and long-term debt, including current portion$1,333
 $1,295
 $1,845
 $1,844
 $1,096
Other long-term liabilities$227
 $170
 $158
 $129
 $184
Long-term debt, including current portion $3,111
 $3,287
 $1,081
 $1,158
 $1,323
Other long-term liabilities(7)
 $129
 $204
 $149
 $147
 $161

(1)
References to financial data are to the Company's continuing operations, unless otherwise noted. During the year ended January 31, 2014, the Company completed the spin-off of New SAIC. The operating results of the spin-off of New SAIC are included in discontinued operations.
(2)
Fiscal 2014 results include increased charges related to intangible asset impairments, bad debt expense,2017 includes acquisition and separation transactionintegration costs of $102 million and restructuring expenses.expenses of $37 million. For further information, see Item 7. Management’s Discussion"Note 2—Acquisitions" and Analysis of Financial Condition and Results of Operations.
(3)Fiscal 2012 results include a $540 million loss provision recorded in connection with resolution"Note 4—Restructuring Expenses" of the CityTime matter described in Note 17 of the combined notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
(3)
Fiscal 2016 includes acquisition and integration costs of $90 million and restructuring expenses of $14 million. For further information, see "Note 2—Acquisitions" and "Note 4—Restructuring Expenses" of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
(4)
Reflects the 11-month period of January 31, 2015, through January 1, 2016, as a result of the change in our fiscal year end. For further information see, "Note 1—Summary of Significant Accounting Policies–Reporting Periods"of the notes to the consolidated financial

Leidos Holdings, Inc. Annual Report 34- 30

Table of Contents
PART II


statements contained within this Annual Report on Form 10-K. The 11-month period ended January 1, 2016, results include a gain on a real estate sale of $82 million, tangible asset impairment charges of $29 million, intangible asset impairment charges of $4 million and bad debt expense of $8 million. For further information, see "Note 18—Leases," "Note 3—Divestitures," and "Note 8—Receivables" of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
(5)
Fiscal 2015 results include goodwill impairment charges of $486 million, intangible asset impairment charges of $41 million and a tangible asset impairment charge of $40 million.
(6)
Fiscal 2014 results include intangible asset impairment charges of $51 million, bad debt expense of $44 million, and separation transaction and restructuring expenses of $65 million.
(7)
For fiscal 2017 and fiscal 2016, the Company has separately disclosed "Deferred tax liabilities," which was previously aggregated within "Other long-term liabilities" within the consolidated balance sheets. Deferred tax liabilities for fiscal 2017, fiscal 2016, the 11-month period ended January 1, 2016, fiscal 2015 and fiscal 2014 were $220 million, $540 million, $34 million, $21 million and $66 million, respectively.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following combined discussion and analysis of Leidos’ and Leidos Holdings, Inc.'s ("Leidos") financial condition, and results of operations and quantitative and qualitative disclosures about market risk should be read in conjunction with ourthe consolidated financial statements and related combined notes.
Unless indicated otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer collectively to Leidos and its consolidated subsidiaries.
All amounts in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are presented for our continuing operations.
On March 20, 2015, our Board of Directors approved the amendment and restatement of our bylaws to change Leidos' year end from the Friday nearest the end of January to the Friday nearest the end of December. As Leidosa result of this change, we filed a Transition Report on Form 10-K for the 11-month period which began on January 31, 2015, and ended on January 1, 2016.
The information presented in the Results of Operations compares fiscal 2017 (December 31, 2016 - December 29, 2017) to fiscal 2016 (January 2, 2016 - December 30, 2016) and compares fiscal 2016 to the 11-month transition period ended January 1, 2016 (January 31, 2015 - January 1, 2016). As a result, fiscal 2016 includes an additional month of activity as compared to the 11-month period ended January 1, 2016, which is a holding company and consolidates Leidos, Inc. for financial statement purposes, disclosures that relate to activities of Leidos, Inc. also apply to Leidos, unless otherwise noted. Leidos, Inc.'s revenues and expenses comprise 100% of Leidos’ revenues and operating expenses. In addition, Leidos, Inc. comprises approximatelyfactor in the entire balance of Leidos’ assets, liabilities and operating cash flows. Therefore, the following qualitative discussion is applicable to both Leidos and Leidos, Inc., unless otherwise noted.year-over-year changes discussed.
The following discussion contains forward-looking statements, including statements regarding our intent, belief, or current expectations with respect to, among other things, trends affecting our financial condition or results of operations, backlog, our industry and government budgets and spending and the impact of competition.spending. Such statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. See “Risk Factors—Forward-Looking Statement Risks” in Part I of this Annual Report on Form 10-K. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors.” Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to update these factors or to publicly announce the results of any changes to our forward-looking statements due to future events or developments.
Unless indicated otherwise, references in this report to the “Company”, “we”, “us” and “our” refer collectively to
Leidos Holdings, Inc., Leidos, Inc. and their consolidated subsidiaries. Unless otherwise noted, references to years are for fiscal years ended January 31. For example, we refer to the fiscal year ended January Annual Report - 31 2014 as “fiscal 2014”. All information for the periods presented in this section has been recast to give effect to the change in reportable segments and for discontinued operations.


Overview
We are an applieda FORTUNE 500® science, engineering and information technology company deliveringthat makes the world healthier, safer and more efficient by providing services and solutions in the defense, intelligence, civil and services that leverage the powerhealth markets. We bring domain-specific capability and cross-market innovations to customers in each of these markets by leveraging seven core capabilities: cybersecurity; data analytics,analytics; enterprise IT modernization; operations and logistics; sensors, collection and phenomenology; software development; and systems integration and cyber security across our three markets of national security, health, and engineering to agencies ofengineering. Our domestic customers include the U.S. Department of Defense (DoD)("DoD"), the intelligence community,U.S. Intelligence Community, the U.S. Department of Homeland Security and("DHS"), the Federal Aviation Administration ("FAA"), the Department of Veterans Affairs ("VA"), several other U.S. Government civil agencies and state and local government agencies,agencies. Our international customers include foreign governments and customers across a variety of commercial markets. We operatetheir agencies, primarily located in the following segments: HealthUnited Kingdom, the Middle East and Engineering; National Security Solutions;Australia. Less than 10% of our revenues and Corporate and Other.tangible long-lived assets are generated by or owned by entities located outside of the United States.
Effective February 1, 2013,During fiscal 2017, we realigned certaincompleted a business operations among our segments and renamed ourreorganization, which resulted in the identification of three reportable segments (Defense Solutions, Civil and Health). Additionally, we separately present the costs associated with corporate functions as follows: HealthCorporate. We commenced operating and Engineering; National Security Solutions; Technical Servicesreporting under the new organizational structure effective the beginning of fiscal 2017. As a result of this change, prior year segment results and Information Technology; and Corporate and Other. In connection with the spin-off of New SAIC on September 27, 2013, the Technical Services and Information Technology reportable segment was distributed to New SAIC and was included as part of our discontinued operations. The prior periods presented weredisclosures have been recast to give effect to these changes in ourreflect the new reportable segments.segments (see "Note 20—Business Segments").
All amounts in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are presented for our continuing operations. For additional information regarding our reportable segments, see “Business” in Part I and Note 16"Note 20—Business Segments" of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K.
Our Health and Engineering segment provides health systems integration services to implement and optimize the use of electronic health records, apply data analytics, and behavioral health research to help enable customers to improve healthcare quality and patient outcomes, detect and prevent diseases, enhance scientific discovery, and reduce costs to the healthcare system. We also provide engineering services and solutions focused on solving energy, environmental and infrastructure challenges. These include products and solutions in energy generation, efficiency and management, environmental services, securing critical infrastructure, and designing and building construction projects.

Leidos Holdings, Inc. Annual Report 35

PART II


Our National Security Solutions segment provides solutions and systems for air, land, sea, space and cyberspace for the U.S. intelligence community, the DoD, the military services, and the U.S. Department of Homeland Security.  Our solutions deliver technology, large-scale intelligence systems, data analytics, cyber solutions, logistics, and intelligence analysis and operations support to critical missions around the world.
Our significant management initiatives include the following:
Achievingachieving internal, or non-acquisition related, annual revenue growth through internal collaboration and better leveraging of key differentiators across our company and the deployment of resources and investments into higher growth markets;
Increasingincreasing the growth of our operating profits through improving the quality of our revenues and contract profitability, continued improvement in our information technology (IT)IT systems infrastructure and related business processes for greater effectiveness and efficiency across all business functions; and
Disciplineddisciplined deployment of our cash resources and use of our capital structure to enhance shareholder value while retaining an appropriate amount of financial leverage, through internal growth initiatives, stock repurchases, dividends, strategic acquisitions, debt level management and other uses to achieve our goals.
Key financial eventsSales Trend. For fiscal 2017, revenues increased by $3.1 billion, or 44%, compared to fiscal 2016, primarily attributable to the Information Systems & Global Solutions business (the "IS&GS Business") of Lockheed Martin Corporation acquired during the third quarter of fiscal 2014 include:2016 and growth in airborne programs. The increase was partially offset by fiscal 2016 revenues from the divestiture of the heavy construction business, net volume decreases and lower revenues from our international business.
RevenuesFor fiscal 2016, revenues increased by $2.3 billion, or 49%, compared to the 11-month period ended January 1, 2016, primarily attributable to the acquired IS&GS Business. The revenue increase is also due to revenues from our international business and increases in fees resulting from the achievement of contract milestones and related profit write-ups on certain contracts. See "Results of Operations" below for further discussion of our segment results.
Operating Expenses and Income Trend. For fiscal 2017, operating expenses increased by $3.0 billion, or 45%, compared to fiscal 2016, primarily attributable to the acquired IS&GS Business. Operating margin for fiscal 2014 decreased 11% from the prior year. Revenue contraction2017 was due5.5% compared to a decrease in Health and Engineering segment revenues of 5% and National Security Solutions segment revenues of 13%.
Operating income from continuing operations was $164 million5.9% for fiscal 2014 down from $423 million for fiscal 2013. In addition, to the aforementioned revenue contraction, the2016. The decrease in operating income from continuing operationsmargin was primarily due to a contract write-up in fiscal 2016 along with an increase of $54 million in separation transactionintegration costs and restructuring expenses, $51partially offset by a decrease in acquisition costs. For fiscal 2017, our operating income was $559 million, for intangible asset impairment charges, ana $142 million increase of $42 million of bad debt expense primarily relatedcompared to receivables for two energy design-build construction projects, and anfiscal 2016. The increase in infrastructure costsoperating income was primarily attributable to establish two stand-alone companiesthe operating results of $29 million.the acquired IS&GS Business.
Diluted earnings per share from continuing operationsFor fiscal 2016, operating expenses increased by $2.2 billion, or 51%, compared to the 11-month period ended January 1, 2016, primarily attributable to the acquired IS&GS Business. Operating margin for fiscal 20142016 was $0.98 as5.9% compared to $3.826.8% for the 11-month period ended January 1, 2016. The decrease in fiscal 2013operating margin was primarily due to the aforementioned operating income from continuing operations reductions of $259 million. In addition, fiscal 2013 contained an income tax benefit of $96 million, or $1.12 impact on diluted earnings per share, as a result of an issue resolution with the IRS with respect to the tax deductible portion of the CityTime settlement.
Cashacquisition and cash equivalents decreased $305 millionintegration costs incurred during fiscal 2014 primarily due2016 related to dividend payments of $477 million on Leidos stock ($342 million from our special cash dividend), the repurchase of stock primarily due to the accelerated stock repurchase program of $319 million, and the repayment of notes assumed as part of the acquisition of Plainfield of $165 million. These decreases in cash were partially offset by the dividend received from Science Applications International Corporation (“New SAIC”) of $269IS&GS Business. For fiscal 2016, our operating income was $417 million, net of contribution paid, cash flows provided by operating activities of continuing operations of $195 million, cash from discontinued operations ofa $97 million and proceeds from the sale of facilities of $65 million.
Net bookings (as defined in “Key Performance Measures—Bookings and Backlog”) were approximately $5.0 billion for fiscal 2014, asincrease compared to $7.0 billion in the prior year. Total backlog was $9.3 billion and $10.1 billion at January 31, 2014 and 2013, respectively.11-month period

Leidos Holdings, Inc. Annual Report 36- 32

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PART II


ended January 1, 2016. The increase in operating income was primarily attributable to the operating results of the acquired IS&GS Business.
From a macroeconomic perspective, our industry is under general competitive pressures due to spending from our largest customer, the U.S. Government, and has required and will require a higher level of cost management focus to allow us to remain competitive. Although the current Administration has indicated a desire to increase spending, primarily in the defense and homeland security sectors, the likelihood, extent and duration of higher spending in these areas remains unclear. We continue to review our cost structure against our anticipated sales and undertake cost management actions and efficiency initiatives where necessary.
Lockheed Martin Transaction
On January 26, 2016, Leidos announced that it had entered into a definitive agreement (as amended, the "Merger Agreement") with Lockheed Martin Corporation ("Lockheed Martin"); Abacus Innovations Corporation, a Delaware corporation and a wholly owned subsidiary of Lockheed Martin ("Splitco"); and Lion Merger Co., a Delaware corporation and, at the time of announcement, a wholly owned subsidiary of Leidos ("Merger Sub"), pursuant to which Leidos would combine with Lockheed Martin’s realigned Information Systems & Global Solutions business in a Reverse Morris Trust transaction. In connection with the Merger Agreement, Lockheed Martin and Splitco entered into a Separation Agreement dated January 26, 2016 (as amended, the "Separation Agreement"), pursuant to which Lockheed Martin would separate the IS&GS Business from Lockheed Martin and transfer the IS&GS Business to Splitco. The transactions contemplated by the Merger Agreement and the Separation Agreement are referred to herein as the "Transactions."
On August 16, 2016, the acquisition date, we completed the Transactions. In the Transactions, among other steps, (i) Lockheed Martin transferred the IS&GS Business to Splitco; (ii) Lockheed Martin offered to Lockheed Martin stockholders the right to exchange all or a portion of their shares of Lockheed Martin common stock for shares of Splitco common stock by way of an exchange offer (the "Distribution"); and (iii) Merger Sub merged with and into Splitco, with Splitco as the surviving corporation (the "Merger") and a wholly owned subsidiary of Leidos. Additionally, on the closing date of the Transactions, Splitco's name was changed to Leidos Innovations Corporation. Upon consummation of the Transactions, those Lockheed Martin stockholders who elected to participate in the exchange offer received approximately 77 million shares of Leidos common stock, which represented approximately 50.5% of the outstanding shares of Leidos common stock after consummation of the Transactions. Holders of Leidos shares prior to the transaction held the remaining 49.5% of the outstanding shares of Leidos common stock immediately after the closing.
Prior to the Distribution, Splitco incurred third-party debt financing in an aggregate principal amount of $1.8 billion and immediately thereafter, Lockheed Martin transferred the IS&GS Business to Splitco and Splitco made a special cash payment to Lockheed Martin of $1.8 billion.
In connection with the Transactions, Leidos incurred new indebtedness and assumed Splitco's indebtedness in the form of term loans in an aggregate principal amount of $690 million and $1.8 billion, respectively, and entered into a new $750 million senior secured revolving credit facility, which replaced its existing revolving credit facility. See "Note 12—Debt" for further information regarding the new debt incurred and the new senior revolving credit facility.
In conjunction with the Transactions, Leidos' Board of Directors declared a special dividend of $13.64 per share of Leidos common stock. Consequently, on August 22, 2016, we paid $993 million to stockholders of record as of August 15, 2016, and accrued $29 million of dividend equivalents with respect to outstanding unvested equity awards. See "Note 15—Stock Based Compensation" for further information regarding the modifications made to our outstanding stock awards as a result of the special dividend.
We incurred $77 million and $46 million of integration costs during fiscal 2017 and fiscal 2016, respectively, and expect to incur additional integration costs in connection with the Transactions through fiscal 2020.
After the acquisition of the IS&GS Business, we began an initiative to review our cost structure, which included optimization of our real estate portfolio by vacating facilities that were not necessary for future requirements and reducing headcount. For fiscal 2017 and 2016, we recognized $37 million and $12 million, respectively, of restructuring expenses related to this program. The Company anticipates this restructuring program to last through fiscal 2024 and expects to incur a total of approximately $85 million in connection with these restructuring activities.

Leidos Holdings, Inc. Annual Report - 33


Spin-off Transaction
In accordance with a distribution agreement, on September 27, 2013 (the "Distribution Date"), Leidos completed a spin-off of its technical services and enterprise information technology services business into an independent, publicly traded company named Science Application International Corporation.Corporation ("New SAIC"). The spin-off was effected through a tax-free distribution to Leidos' stockholders of 100% of the shares of New SAIC's common stock. On the Distribution Date, New SAIC's common stock was distributed, on a pro rata basis, to Leidos' stockholders of record as of the close of business on September 19, 2013, the record date. Each holder of Leidos common stock received one share of New SAIC common stock for every seven shares of Leidos common stock held on the record date. Prior to the Distribution Date, Leidos Holdings, Inc. was named SAIC, Inc. and Leidos, Inc. was named Science Applications International Corporation. As a result of the spin-off, the assets, liabilities, results of operations and cash flows of New SAIC have been classified as discontinued operations for all periods presented. References to financial information are to our continuing operations, unless otherwise noted.
In connection with the spin-off transaction and in order to align our cost structure for post-separation, we took actions to reduce our real estate footprint by vacating facilities that are not necessary for our future requirements. We incurred approximately $46 million in expenses related to lease termination costs, facility consolidation costs and other one time costs in connection with these facility savings efforts over fiscal 2014, which is expected to generate annualized cost savings of approximately $30 million. During fiscal 2014, we incurred approximately $19 million of additional separation transaction and restructuring expenses, besides the lease termination and facility consolidation costs discussed above, which included approximately $10 million of incremental severance costs related to organizational streamlining. We do not expect to incur significant additional other separation transaction and restructuring expenses in fiscal 2015 related to the spin-off transaction.
Divestitures
Discontinued Operations
From time to time, we may dispose or management may commit to plans to dispose of non-strategic components of the business, which are reclassified as discontinued operations for all periods presented.
Fiscal Year 2014 Dispositions
In addition to the spin-off of New SAIC discussed above, in order to better align our business portfolio with our strategy, we sold or committed to plans to dispose of certain othernon-strategic components of our business that were historically included in our National Security Solutions segment.
In August 2013, we committed to plans to dispose of a business primarily focused on technology used to detect if an individual is concealing explosive devices or other hidden weapons.
In November 2013 we sold a certain component of our business, focused on machine language translation, resulting in an insignificant gain.

In January 2014, we committed to plans to dispose of Cloudshield Technologies, Inc. (Cloudshield), previously acquired in fiscal 2011,2015, which is focused on producing a suiteare reclassified as discontinued operations for all periods presented. The operating results through the date of cybersecurity hardware and associated software and services.
Fiscal Year 2013 Dispositions
We sold certain components of our business, which were historically included in our Health and Engineering segment, primarily focused on providing operational test and evaluation services to U.S. Government customers.
Fiscal Year 2012 Dispositions:
We sold certain components of our business, which were historically included in our Health and Engineering segment, primarily focused on providing information technology services to international oil and gas companies. Pursuant to the definitive agreement, we retained the assets and obligations of a defined benefit pension plan in the United Kingdom.
There were no material proceeds from the sale of businesses in fiscal 2014, with two businesses still in the sales process. In fiscal 2013, we received net proceeds of $51 million from the sale of a business resulting in a gain on

Leidos Holdings, Inc. Annual Report 37

PART II


sale before income taxes of $17 million. In fiscal 2012, we received net proceeds of $167 million resulting in a gain on sale before income taxes of $111 million.
The pre-sale operating resultsdisposal of our discontinued operations discussed aboveand activities related to our distribution agreement with New SAIC for the periods presented were as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Revenues$2,728
 $4,760
 $4,821
Costs and expenses:

 

 

Cost of revenues2,465
 4,295
 4,310
Selling, general and administrative expenses66
 115
 119
Bad debt expense
 2
 1
Intangible asset impairment charges2
 6
 18
Separation transaction and restructuring expenses55
 28
 
Operating income$140
 $314
 $373
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Revenues $10
 $14
 $17
Cost of revenues 10
 14
 17
Selling, general and administrative expenses 
 
 2
Operating loss $
 $
 $(2)
Non-operating income $
 $
 $1
Income from discontinued operations also includes other activity that is immaterial and therefore not described above.
Business Environment and Trends
U.S. Government Markets
In fiscal 2014,2017, we generated approximately 78%84% of our total revenues from contracts with the U.S. Government, either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. Government. Revenues under contracts with the DoD, including subcontracts under which the DoD is the ultimate purchaser, represented approximately 68%47% of our total revenues infor fiscal 2014.2017. Accordingly, our business performance is affected by the overall level of U.S. Government spending, especially national security, homeland security, and intelligence spending, and the alignment of our service and product offerings and capabilities with current and future budget priorities of the U.S. Government. Contributing
In May 2017, Congress approved an Omnibus Appropriation bill for the 2017 government fiscal year ("GFY"), providing discretionary funding for the federal government for the remainder of the fiscal year ending September 30, 2017.
On February 9, 2018, Congress passed and the President signed a budget agreement that provides top line funding for the federal government for the remainder of GFY 2018 and GFY 2019. Congress also extended the GFY 2018 continuing resolution to long term fiscal uncertainty isMarch 23, 2018, in order to provide Congress time to negotiate differences between the continuing uncertaintyHouse and Senate Appropriation bills. The legislation also suspends budget caps and includes a two-year budget agreement that provides $300 billion in sequestration relief for defense and non-defense spending. Defense programs will see additional funding of $80 billion and $85 billion in GFY 2018 and GFY 2019, respectively, and non-defense spending will increase by $63 billion and $68 billion in GFY 2018 and GFY 2019, respectively, over the debt ceiling extension, which will expirecaps established in spring of 2015.
While we believe that national security spending will continue to be a priority, U.S. Government budget deficits and the national debt have created increasing pressure to examine and reduce spending across all federal agencies. The Budget Control Act of 2011 raised2011. The legislation also suspends the U.S. Government’s debt ceiling and imposed 10-year discretionary spending caps expected to generate over $1 trillion in savings for the U.S. Government. According to the Office of Management and Budget, these savings included $487 billion in DoD baseline spending reductions over 10 years. which began to be implemented in the U.S. Government fiscal year ended September 30, 2013. In addition, roughly 60% of all healthcare in the United States is reimbursed by a government program. These reimbursements are tied to the government spending level and were significantly reduced as part of the Budget Control Act. This has had a direct effect in the amount of available discretionary spending on IT modernization in US hospitals and therefore slowed the growth we had experienced in our commercial Health IT practice.

In December 2013, the President signed into law the Bipartisan Budget Act of 2013, which reduced to the effects of sequestration in FY 2014 and FY 2015 for national security, but did not make the same concessions for the cuts in healthcare reimbursements. The implementation of sequestration spending cuts and associated government guidance and planning activities has impacted existing contracts, caused program delays and cancellations, and caused delays in other government contracting actions. In addition, future implementation of spending cuts as we return to Sequestration in FY 2016 could cause further delays in contract awards and continued uncertainty.  We continue to evaluate the impact of spending reductions on our business. The amount and nature of these federal budget spending reductions could adversely impact our operations, future revenues and growth prospects.until March 2019.
Trends in the U.S. Government contracting process, including a shift towards multiple-awards contracts (in which certain contractors are preapproved using indefinite-delivery/indefinite-quantity (IDIQ)("IDIQ") and U.S. General Services

Leidos Holdings, Inc. Annual Report 38

PART II


Administration (GSA)("GSA") contract vehicles) and awarding contracts on a low price, technically acceptable basis, have increased competition for U.S. Government contracts, reduced backlogs by shortening periods of performance on contracts, and increased pricing pressure. We expect that a majority of the business that we seek in the foreseeable

Leidos Holdings, Inc. Annual Report - 34


future will be awarded through a competitive bidding process. For more information on these risks and uncertainties, see “Risk Factors” in Part I of this Annual Report on Form 10-K.
Commercial and International Markets
Sales to our customers in commercial and international markets are dependent on U.S. and global economic conditions, which continue to experience economicrepresented 9% of total revenues for fiscal 2017 and fiscal challenges, including slow GDP growth2016. Our international customers include foreign governments and collateral impacts from reduced government spendingtheir agencies, primarily located in those markets. These economicthe United Kingdom, the Middle East and fiscal challenges could adversely impactAustralia. Our international business increases our operations, future revenuesexposure to international markets and growth prospects in those markets.the associated international regulatory and geopolitical risks.
Key Performance Measures
The primary financial performance measures we use to manage our business and monitor results of operations are revenue, operating income, cash flows from operations and diluted EPS. We also believe that bookingsBookings and backlog are also useful measures for management and investors to evaluate our performance and potential future revenues. In addition, we consider measures such asbusiness performance by contract types and revenue mixtype to be useful measures to management and investors when evaluating our operating income and margin performance.

Leidos Holdings, Inc. Annual Report - 35


Results of Operations
Our results of operations for the periods presented were as follows:
  12 Months Ended 12 Months Ended 11 Months Ended    
  December 29,
2017
 December 30,
2016
 Dollar change Percent
change
 December 30,
2016
 January 1,
2016
 Dollar change Percent
change
  (dollars in millions)
Revenues $10,170
 $7,043
 $3,127
 44 % $7,043
 $4,712
 $2,331
 49 %
Cost of revenues 8,923
 6,191
 2,732
 44 % 6,191
 4,146
 2,045
 49 %
Selling, general and administrative expenses:                
General and administrative 388
 201
 187
 93 % 201
 105
 96
 91 %
Bid and proposal 122
 89
 33
 37 % 89
 67
 22
 33 %
Internal research and development 42
 44
 (2) (5)% 44
 29
 15
 52 %
Bad debt expense 10
 3
 7
 NM
 3
 8
 (5) (63)%
Asset impairment charges 
 4
 (4) (100)% 4
 33
 (29) (88)%
Acquisition and integration costs 102
 90
 12
 13 % 90
 
 90
 100 %
Restructuring expenses 37
 14
 23
 164 % 14
 4
 10
 NM
Equity earnings of non-consolidated subsidiaries (13) (10) (3) 30 % (10) 
 (10) 100 %
Operating income 559
 417
 142
 34 % 417
 320
 97
 30 %
Non-operating (expense) income, net (166) (99) (67) 68 % (99) 35
 (134) NM
Income from continuing operations before income taxes 393
 318
 75
 24 % 318
 355
 (37) (10)%
Income tax expense (29) (72) 43
 (60)% (72) (112) 40
 (36)%
Income from continuing operations 364
 246
 118
 48 % 246
 243
 3
 1 %
Loss from discontinued operations, net of taxes 
 
 
  % 
 (1) 1
 100 %
Net income 364
 246
 118
 48 % 246
 242
 4
 2 %
Less: net (loss) income attributable to non-controlling interest (2) 2
 (4) (200)% 2
 
 2
 100 %
Net income attributable to Leidos Holdings, Inc. $366
 $244
 $122
 50 % $244
 $242
 $2
 1 %
Operating income margin 5.5% 5.9%     5.9% 6.8%    
NM – Not meaningful
The consolidated results of operations include revenues attributable to the acquired IS&GS Business of $5.3 billion and $2.0 billion and operating income of $308 million and $114 million for fiscal 2017 and fiscal 2016, respectively.

Leidos Holdings, Inc. Annual Report - 36


The increase in revenues in constant currency(1) for fiscal 2016 was 50%, as compared to an actual increase in revenues of 49%. There was an adverse foreign currency impact attributable to our U.K. business in the Civil segment as compared to the same period in the prior year. The difference in revenues in constant currency as compared to the actual increase in revenues for fiscal 2017 was less than half a percent.
Segment and Corporate Results
  12 Months Ended 12 Months Ended 11 Months Ended    
Defense Solutions December 29,
2017
 December 30,
2016
 Dollar change Percent
change
 December 30,
2016
 January 1,
2016
 Dollar change Percent
change
  (dollars in millions)
Revenues $4,959
 $3,843
 $1,116
 29 % $3,843
 $3,009
 $834
 28%
Operating income 307
 312
 (5) (2)% 312
 260
 52
 20%
Operating income margin 6.2% 8.1%     8.1% 8.6%    
Defense Solutions revenues increased $1,116 million, or 29%, for fiscal 2017 as compared to fiscal 2016. The revenue increase was primarily attributable to the acquired IS&GS Business of $1,146 million and growth in airborne programs, partially offset by completion of certain contracts, net volume decreases and a contract write-up in fiscal 2016.
Defense Solutions revenues increased $834 million, or 28%, for fiscal 2016 as compared to the 11-month period ended January 1, 2016. The revenue increase was primarily attributable to the acquired IS&GS Business of $722 million, growth in certain airborne programs, and a contract-write up in fiscal 2016, partially offset by net volume decreases and completion of certain contracts.
Defense Solutions operating income decreased $5 million, or 2%, for fiscal 2017 as compared to fiscal 2016. This decrease in operating income was primarily attributable to a contract write-up in fiscal 2016 and completion of certain contracts, partially offset by the acquired IS&GS Business of $23 million.
Defense Solutions operating income increased $52 million, or 20%, for fiscal 2016 as compared to the 11-month period ended January 1, 2016. This increase in operating income was primarily attributable to the acquired IS&GS Business of $25 million and a contract-write up in fiscal 2016.
  12 Months Ended 12 Months Ended 11 Months Ended    
Civil December 29,
2017
 December 30,
2016
 Dollar change Percent change December 30,
2016
 January 1,
2016
 Dollar change Percent change
  (dollars in millions)
Revenues $3,409
 $2,082
 $1,327
 64% $2,082
 $1,141
 $941
 82%
Operating income 226
 146
 80
 55% 146
 33
 113
 NM
Operating income margin 6.6% 7.0%     7.0% 2.9%    
NM - Not meaningful
Civil revenues increased $1,327 million, or 64%, for fiscal 2017 as compared to fiscal 2016. The revenue increase was primarily attributable to the acquired IS&GS Business of $1,528 million, partially offset by fiscal 2016 revenues from the divestiture of the heavy construction business, reduced volume on certain contracts and lower revenues from our international business, including the adverse impact of foreign currency.


(1) The non-GAAP measure of constant currency revenues is used to assess the performance of revenue activity without the effect of foreign currency exchange rate fluctuations. We calculate revenues on a constant currency basis by translating current period revenue using the comparable period's foreign currency exchange rates. This calculation is performed for all subsidiaries where the functional currency is not the U.S. dollar.

Leidos Holdings, Inc. Annual Report - 37


The adverse impact of foreign currency was primarily due to the movement of the exchange rate between the U.S. dollar and the British pound.
Civil revenues increased $941 million, or 82%, for fiscal 2016 as compared to the 11-month period ended January 1, 2016. The revenue increase was primarily attributable to the acquired IS&GS Business of $891 million, revenues from our international business and volume increases on certain contracts, partially offset by fiscal 2016 revenues from the divestiture of the heavy construction business and the sale of the Plainfield plant, which closed in the second quarter of the 11-month period ended January 1, 2016.
Civil operating income increased $80 million, or 55%, for fiscal 2017 as compared to fiscal 2016. This increase in operating income was primarily attributable to the acquired IS&GS Business of $78 million.
Civil operating income increased $113 million for fiscal 2016 as compared to the 11-month period ended January 1, 2016. This increase in operating income was primarily attributable to the acquired IS&GS Business of $48 million, asset impairments and operating losses associated with the Plainfield plant recorded in the 11-month period ended January 1, 2016 and a decrease in bad debt expense.
  12 Months Ended 12 Months Ended 11 Months Ended    
Health December 29,
2017
 December 30,
2016
 Dollar change Percent
change
 December 30,
2016
 January 1,
2016
 Dollar change Percent
change
  (dollars in millions)
Revenues $1,802
 $1,117
 $685
 61% $1,117
 $556
 $561
 101%
Operating income 228
 110
 118
 107% 110
 46
 64
 139%
Operating income margin 12.7% 9.8%     9.8% 8.3%    
Health revenues increased $685 million, or 61%, for fiscal 2017 as compared to fiscal 2016. The revenue increase is primarily attributable to the acquired IS&GS Business of $685 million and growth in our federal health business, partially offset by lower volume in commercial health.
Health revenues increased $561 million, or 101%, for fiscal 2016 as compared to the 11-month period ended January 1, 2016. The revenue increase is primarily attributable to the acquired IS&GS Business of $358 million and growth in our federal and commercial health businesses due to new contracts and increased volume due to timing.
Health operating income increased $118 million, or 107%, for fiscal 2017 as compared to fiscal 2016. The increase in operating income was primarily due to the acquired IS&GS Business of $132 million, partially offset by lower volume in commercial health.
Health operating income increased $64 million, or 139% for fiscal 2016 as compared to the 11-month period ended January 1, 2016. The increase in operating income was primarily due to the acquired IS&GS Business of $41 million, growth and higher margins in our federal health business, and lower operating expenses in our commercial health business.
  12 Months Ended 12 Months Ended 11 Months Ended    
Corporate December 29,
2017
 December 30,
2016
 Dollar change Percent
change
 December 30,
2016
 January 1,
2016
 Dollar change Percent
change
  (dollars in millions)
Revenues $
 $1
 $(1) (100)% $1
 $6
 $(5) (83)%
Operating loss (202) (151) (51) 34 % (151) (19) (132) NM
NM - Not meaningful
Corporate operating loss represents corporate costs that are not directly related to the operating performance of the reportable segments.
Corporate operating loss increased $51 million for fiscal 2017 as compared to fiscal 2016, primarily due to increases of $31 million of integration costs incurred related to the acquisition of the IS&GS Business and $23 million of restructuring expenses due to severance costs and lease termination expenses. This was partially offset by a decrease of $19 million of acquisition costs incurred related to the IS&GS Business. The acquisition costs

Leidos Holdings, Inc. Annual Report - 38


incurred during fiscal 2017 were primarily attributable to a $24 million working capital adjustment recorded as a result of the settlement agreement reached.
Corporate operating loss increased $132 million for fiscal 2016 as compared to the 11-month period ended January 1, 2016, primarily due to acquisition and integration costs incurred related to the acquisition of the IS&GS Business of $90 million and an increase in restructuring expenses of $10 million. The increase in operating loss was also attributable to a $12 million unfavorable change in real estate activity, a $6 million loss recognized on our U.K. defined benefit pension plan and proceeds received during the 11-month period ended January 1, 2016, related to the settlement of a litigation matter of $5 million.
Asset Impairment
In March 2015, we entered into a definitive Membership Interest Purchase Agreement (the "Agreement") to sell 100% of our equity membership interest in Plainfield Renewable Energy Holdings, LLC ("Plainfield"). We adjusted the carrying values of Plainfield's assets to their fair values based on the estimated selling price of the business pursuant to the terms of the agreement. In the second quarter of the 11-month period ended January 1, 2016, further negotiations occurred related to the sale of Plainfield resulting in approximately $29 million of impairment charges. We adjusted the carrying values of Plainfield's assets to their fair values based on the estimated selling price of the business pursuant to the terms of the amended Agreement that was amended on July 17, 2015. On July 24, 2015, we completed the sale. See "Note 3—Divestitures" within our notes to the consolidated financial statements for further information on the sale.
Equity earnings of non-consolidated subsidiaries
As a result of the Transactions, we received certain non-controlling ownership interests in equity method investments. For fiscal 2017, we recorded earnings of $27 million from our equity method investments, partially offset by amortization of equity method investments of $14 million. For fiscal 2016, we recorded earnings of $10 million from our equity method investments.
Non-Operating (Expense) Income
Non-operating expense increased $67 million for fiscal 2017 as compared to fiscal 2016, primarily due to interest expense associated with our term loans secured in connection with the Transactions and a $33 million promissory note impairment that occurred during fiscal 2017. The increase in non-operating expense was partially offset by favorable year-over-year foreign currency exchange movements, mostly due to the movement of the exchange rate between the U.S. dollar and the British pound.
Non-operating expense for fiscal 2016 was $99 million as compared to non-operating income of $35 million for the 11-month period ended January 1, 2016. This $134 million increase in non-operating expense was primarily attributable to the following:
$82 million gain on sale of the remaining building, parcels of land that surround the building, and the multi-level surface parking garage associated with our former headquarters during the 11-month period ended January 1, 2016 that did not recur in fiscal 2016;
$35 million of higher interest expense recognized on the new $2.5 billion term loans secured in connection with the Transactions; and
an $18 million increase in foreign currency exchange losses, mostly due to the movement in exchange rates between the British pound and U.S. dollar.
Provision for Income Taxes
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; and (4) limiting the deductibility of certain executive compensation. See “Note 16—Income Taxes” within our notes to the consolidated financial statements for further information on the impacts of this legislation.

Leidos Holdings, Inc. Annual Report - 39


Our effective tax rate was 7.4%, 22.6% and 31.5% in fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, respectively. The effective tax rate for fiscal 2017 was favorably impacted by the Tax Act’s reduction of the federal corporate tax rate from 35% to 21% applied to our fiscal 2017 year-end deferred tax balances, and excess tax benefits related to employee stock-based payment transactions, partially offset by the impact of certain capitalized transaction costs.
The effective tax rate for fiscal 2016 was favorably impacted by the tax deductibility of the special cash dividend, related to the Transactions on shares held by the Leidos retirement plan, the income tax benefits of the research tax credit and the excess tax benefits related to employee share-based payments, partially offset by the impact of certain capitalized transactions costs related to the Transactions.
The effective tax rate for the 11-month period ended January 1, 2016, was favorably impacted by the release of the valuation allowance related to the utilization of a capital loss carryforward for capital gains recognized during the current year as well as the favorable resolution of certain tax contingencies with the tax authorities.
Our valuation allowance for deferred tax assets was $83 million and $102 million as of December 29, 2017 and December 30, 2016.
Non-controlling Interest
As a result of the Transactions, we received an interest in Mission Support Alliance, LLC ("MSA"), a joint venture with Jacobs Engineering Group, Inc. and Centerra Group, LLC. We include the financial results for MSA into our consolidated financial statements. Net loss attributable to non-controlling interest for fiscal 2017 was $2 million, compared to net income attributable to non-controlling interest of $2 million for fiscal 2016.
Bookings and Backlog.Backlog
We had net bookings worth an estimated $5.0of $9.7 billion and $7.0$6.9 billion during fiscal 20142017 and fiscal 2013,2016, respectively. Net bookings represent the estimated amount of revenue to be earned in the future from funded and unfunded contract awards that were received during the year, net of any adjustments to previously awarded backlog amounts. We calculate net bookings as the year’s ending backlog, plus the year’s revenues, less the prior year’s ending backlog and less the backlog obtained in acquisitions during the year.any impacts from foreign currency.
Backlog represents the estimated amount of future revenues to be recognized under negotiated contracts as work is performed.contracts. We segregate our backlog into two categories as follows:
Funded Backlog. Funded backlog for contracts with government agencies primarilythe U.S. Government represents the value on contracts for which funding is appropriated less revenues previously recognized on these contracts, and does not include the unfunded portion of contracts where funding is incrementally appropriated or authorized on a quarterly or annual basis by the U.S. Government and other customers, even though the contract may call for performance over a number of years.contracts. Funded backlog for contracts with non-government agenciesnon-U.S. Government entities and commercial customers represents the estimated value on contracts, which may cover multiple future years, under which we are obligated to perform, less revenues previously recognized on thesethe contracts.
Negotiated Unfunded Backlog. Negotiated unfunded backlog represents estimated amounts of revenue to be earned in the future from (1) negotiated contracts for which funding has not been appropriated or otherwise authorized and (2) unexercised priced contract options. Negotiated unfunded backlog does not include future potential task orders expected to be awarded under IDIQ, GSA Schedule, or other master agreement contract vehicles.vehicles, with the exception of certain IDIQ contracts where task orders are not competitively awarded or separately priced but instead are used as a funding mechanism, and where there is a basis for estimating future revenues and funding on future task orders is anticipated.

Leidos Holdings, Inc. Annual Report 39- 40


The estimated value of our total backlog as offor the end of the last two fiscal yearsperiods presented was as follows:
January 31 December 29,
2017
 December 30,
2016
2014
2013 (in millions)
(in millions)
Health and Engineering: 
 
Defense Solutions:    
Funded backlog$1,153

$1,295
 $2,384
 $3,171
Negotiated unfunded backlog694

676
 5,285
 4,936
Total Health and Engineering backlog$1,847

$1,971
National Security Solutions:

 
Total Defense Solutions backlog $7,669
 $8,107
Civil:    
Funded backlog$1,854

$2,119
 $2,064
 $1,950
Negotiated unfunded backlog5,604

6,037
 5,321
 5,250
Total National Security Solutions backlog$7,458

$8,156
Total Civil backlog $7,385
 $7,200
Health:    
Funded backlog $595
 $854
Negotiated unfunded backlog 1,827
 1,575
Total Health backlog $2,422
 $2,429
Total:

     
Funded backlog$3,007

$3,414
 $5,043
 $5,975
Negotiated unfunded backlog6,298

6,713
 12,433
 11,761
Total backlog$9,305

$10,127
 $17,476
 $17,736
Total backlog at December 29, 2017 and December 30, 2016, included a favorable impact of $167 million and an unfavorable impact of $638 million, respectively, due to the movements between the U.S. dollar and the British pound.
Bookings and backlog fluctuate from period to period depending on our success rate in winning contracts and the timing of contract awards, renewals, modifications and cancellations. Contract awards continue tomay be negatively impacted by ongoing industry-wide delays in procurement decisions and budget cuts including sequestration, by the U.S. Government as discussed in “Business Environment and Trends” in this Annual Report on Form 10-K.
We expect to recognize a substantial portion of our funded backlog as revenues within the next 12 months. However, the U.S. Government may cancel any contract at any time through a termination for the convenience of the U.S. Government. In addition, certain contracts with commercial or non-U.S. Federal Government customers may include provisions that allow the customer to cancel at any time. Most of our contracts have cancellation terms that would permit us to recover all or a portion of our incurred costs and fees for work performed.
Contract Types.Types
Our earnings and profitability may vary materially depending on changes in the proportionate amount of revenues derived from each type of contract. For a discussion of the types of contracts under which we generate revenue, see “Business—Contract Types” in Part I of this Annual Report on Form 10-K. The following table summarizes revenuesRevenues by contract type as a percentage of our total revenue for the last three fiscal years:periods presented were as follows:
Year Ended January 31 12 Months Ended 11 Months Ended
2014 2013 2012 December 29,
2017
 December 30,
2016
 January 1,
2016
Cost-reimbursement47% 46% 45%
Cost-reimbursement and fixed price-incentive fee (FP-IF) 56% 51% 51%
Firm-fixed-price (FFP) 28
 30
 27
Time and materials (T&M) and fixed-price-level-of-effort (FP-LOE)26
 28
 31
 16
 19
 22
Firm-fixed-price (FFP)27
 26
 24
Total100% 100% 100% 100% 100% 100%
The percentage of revenues generated from cost-reimbursement, T&M and FP-LOE, and FFP contracts remained relatively consistent from fiscal 2013 to fiscal 2014.
Revenue Mix.We generate revenues under our contracts from (1) the efforts of our technical staff, which we refer to as labor-related revenues, and (2) the materials provided on a contract and efforts of our subcontractors, which we refer to as M&S revenues. M&S revenues are generated primarily from large, multi-year systems integration contracts and contracts in our logistics, readiness and sustainment business area, as well as through sales of our proprietary products, such as our border, port and mobile security products and our checked baggage explosive detection systems.

Leidos Holdings, Inc. Annual Report 40- 41


The following table presents changes in labor-related revenues and M&S revenues for the last three fiscal years:
 Year Ended January 31
 2014 Percent
change
 2013 Percent
change
 2012
 (dollars in millions)
Labor-related revenues$3,513
 (12)% $3,985
 15% $3,479
As a percentage of revenues61% 
 62%   60%
M&S revenues2,259
 (9) 2,484
 5
 2,357
As a percentage of revenues39%   38%   40%
The percentage of revenues attributed to labor-related and M&S revenues remained relatively consistent from fiscal 2013 to fiscal 2014.
Geographic Location.Substantially all of our revenues and tangible long-lived assets are generated by or owned by entities located in the United States.
Results of Operations
The following table summarizes our results of operations for the last three fiscal years:
 Year Ended January 31
 2014 Percent
change
 2013 Percent
change
 2012
 (dollars in millions)
Revenues$5,772
 (11)% $6,469
 11 % $5,836
Cost of revenues5,006
 (10) 5,564
 4
 5,351
Selling, general and administrative expenses:         
General and administrative (G&A)327
 4
 313
 (15) 367
Bid and proposal (B&P)70
 (36) 109
 7
 102
Internal research and development (IR&D)45
 (4) 47
 (36) 74
Bad debt expense44
 
 2
 100
 
Intangible asset impairment charges51
 100
 
 
 
Separation transaction and restructuring expenses65
 
 11
 100
 
Operating income (loss)164
 (61) 423
 
 (58)
As a percentage of revenues2.8%   6.5%   (1.0)%
Non-operating expense, net(76)   (76)   (104)
Income (loss) from continuing operations before income taxes88
 (75) 347
 
 (162)
Income tax expense(4) (83) (23) (68) (73)
Income (loss) from continuing operations84
 (74) 324
 
 (235)
Income from discontinued operations, net of tax80
   201
   294
Net income$164
 (69) $525
 
 $59
We classify indirect costs incurred within or allocated to our U.S. Government customers as overhead (included in cost of revenues) and general and administrative expenses in the same manner as such costs are defined in our disclosure statements under U.S. Government Cost Accounting Standards.

Leidos Holdings, Inc. Annual Report 41

PART II


Reportable Segment Results.The following table summarizes changes in Health and Engineering revenues and operating income for the last three fiscal years:
 Year Ended January 31
Health and Engineering2014 Percent
change
 2013 Percent
change
 2012
 (dollars in millions)
Revenues$1,735
 (5)% $1,825
 13% $1,612
Operating income21
 (85)% 140
 1% 139
Operating income margin1.2%   7.7%   8.6%
Health and Engineering revenues decreased $90 million, or 5%, for fiscal 2014 compared to fiscal 2013. Internal revenue contracted 12% compared to the prior year when including revenues for maxIT before the August 2012 acquisition. The internal revenue contraction reflects a decline in our commercial and federal health business driven by lower hospital IT spending trends ($112 million), lower volume in engineering services for the U.S. Government and commercial customers ($91 million) and the completion of energy design-build construction projects ($24 million).
Health and Engineering revenues increased $213 million, or 13%, for fiscal 2013 as compared to fiscal 2012. This increase was primarily driven by revenues from acquired businesses, including the August 2012 acquisition of maxIT and the August 2011 acquisition of Vitalize. Internal revenues grew 2%, reflecting increases in healthcare IT consulting services with commercial clients ($87 million), increased activity related to energy design-build construction projects ($27 million) and increased unit deliveries and related maintenance of our non-intrusive inspection engineering products ($13 million). These increases were partially offset by lower volume in engineering services for U.S. Government customers ($48 million) and program completions with federal health information technology customers, particularly with the DoD military health system ($47 million).
Health and Engineering operating income decreased $119 million, or 85%, for fiscal 2014 compared to fiscal 2013. The decrease was primarily attributable to bad debt expense for certain receivables related to two energy design-build construction projects ($41 million), an impairment of intangible assets acquired from the fiscal 2011 acquisition of Reveal Imaging Technologies ($30 million), and an impairment of intangible assets acquired in connection with the fiscal year 2012 and 2013 acquisitions of Vitalize and maxIT ($19 million). There was also an increase in net unfavorable change in contract estimates ($4 million) primarily related to increased expenses associated with a completion estimate for an energy design-build construction fixed price project and lower revenue volume.
Health and Engineering operating income remained relatively constant for fiscal 2013 as compared to fiscal 2012. Operating income was favorably impacted primarily due to higher revenue volume, a reduction in research and development expense ($19 million) resulting from the advancement through the product development life cycle of new non-intrusive inspection system offerings, as well as the loss provision related to a data privacy litigation matter ($9 million) in the prior year period, which is discussed in Note 17 of the combined notes to the consolidated financial statements. These increases were partially offset by a net unfavorable change in contract estimates ($11 million) primarily related to certain energy and construction projects compared to a net positive change in contract estimates ($3 million) in the prior year period, increased intangible asset amortization expense ($8 million), increased severance expense ($4 million), and costs related to exit a facility associated with a past acquisition ($3 million).
The following table summarizes changes in National Security Solutions revenues and operating income for the last three fiscal years:
 Year Ended January 31
National Security Solutions2014 Percent
change
 2013 Percent
change
 2012
 (dollars in millions)
Revenues$4,049
 (13)% $4,650
 1 % $4,618
Operating income292
 (19)% 360
 (10)% 400
Operating income margin7.2%   7.7%   8.7%

Leidos Holdings, Inc. Annual Report 42

PART II


National Security Solutions revenues decreased $601 million, or 13%, for fiscal 2014 as compared to fiscal 2013.  Revenue contraction was attributable to the drawdown of overseas U.S. military forces ($331 million) including the ramp down of the Joint Logistics Integration (JLI) program for tactical and mine resistant ambush protected vehicles ($238 million of the $331 million), and the completion of several intelligence contracts ($158 million). The remainder of the decline was primarily driven by overall reductions in defense and U.S. Government spending resulting from sequestration and budget cuts.
National Security Solutions revenues increased $32 million, or 1%, for fiscal 2013 as compared to fiscal 2012. Revenue growth was primarily attributable to increased activity on a number of programs, including two airborne surveillance programs ($108 million), a geospatial intelligence program ($41 million), a new intelligence analysis solution program ($25 million) and a new intelligence systems integration program for the U.S. Army ($22 million). These increases were partially offset by reduced activity on a number of programs, including a processing, exploitation and dissemination program for the U.S. Army ($60 million), the JLI program for tactical and mine resistant ambush protected vehicles ($28 million) and an intelligence analysis contract that concluded in the current year ($26 million). In addition, there was a decline in sale of proprietary products ($34 million).
National Security Solutions operating income decreased $68 million, or 19%, for fiscal 2014 as compared to fiscal 2013. This decrease was primarily attributable to the impact of lower revenues ($47 million), net unfavorable change in contract estimates ($6 million), which is primarily attributable to increased expenses on two international fixed price development programs, for fiscal 2014 compared to fiscal 2013 which had a net favorable change in contract estimates ($30 million).
National Security Solutions operating income decreased $40 million for fiscal 2013 as compared to fiscal 2012. The decrease in operating income was primarily attributable to a relative increase in the proportion of M&S revenues, which generally have lower profit margins than labor-related revenues, due to increased activity as a prime contractor on large system integration programs. Fiscal 2013 operating income was negatively impacted by reduced sales of our higher-margin proprietary products ($12 million). These decreases were partially offset by lower intangible asset amortization expense ($3 million), and an increase in net favorable change in contract estimates ($5 million).
The following table summarizes changes in Corporate and Other revenues and operating income (loss) for the last three fiscal years:
 Year Ended January 31
Corporate and Other2014 2013 2012
 (dollars in millions)
Revenues$(9) $(1) $(390)
Operating income (loss)(149) (77) (597)
Corporate and Other operating loss represents corporate costs that are unallowable under U.S. Government Cost Accounting Standards and the net effect of various items that are not directly related to the operating performance of the reportable segments. Corporate and Other operating loss increased by $72 million for fiscal 2014, as compared to fiscal 2013. The increase is driven primarily by the costs to effect the separation of new SAIC including an increase in transaction and restructuring costs ($54 million) and an increase in infrastructure costs to establish stand-alone companies ($29 million), partially offset by a reduction of other unallocable corporate costs.
Corporate and Other operating loss for fiscal 2013 decreased by $520 million as compared to fiscal 2012 which is primarily attributable to the CityTime loss provision ($540 million) recognized in fiscal 2012.
Non-Operating Expense.Non-operating expense was $76 million in fiscal 2014 and fiscal 2013. Non-operating expense for fiscal 2013 decreased $28 million as compared to fiscal 2012. This decrease was primarily attributable to a decrease in interest expense of $21 million primarily due to the payment of $550 million in July 2012 to settle our 6.25% notes at maturity.
Interest expense for Leidos, Inc. for fiscal 2014 decreased $10 million as compared to fiscal 2013 and interest expense for Leidos, Inc. for fiscal 2013 decreased $26 million as compared to fiscal 2012. The decrease in both comparable periods reflects a decrease in interest on third-party debt, which was primarily due to the payment of the $550 million notes discussed above. There was also a decrease in interest expense related to Leidos, Inc.'s

Leidos Holdings, Inc. Annual Report 43

PART II


note with Leidos of $5 million for fiscal 2014 compared to fiscal 2013 and a $8 million decrease for fiscal 2013 compared to fiscal 2012. This note may fluctuate significantly from year to year based on changes in the underlying note balance and interest rates throughout the fiscal year. As more fully described in “Quantitative and Qualitative Disclosures About Market Risk” contained within this Annual Report on Form 10-K, we are currently exposed to interest rate risks and foreign currency risks that are inherent in the financial instruments and contracts arising from transactions entered into in the normal course of business. From time to time, we use derivative instruments to manage these risks.
Provision for Income Taxes.Our provision for income taxes as a percentage of income from continuing operations before income taxes was 4.5% and 6.6% in fiscal 2014 and 2013, respectively. In fiscal 2012, we had a loss from continuing operations before income taxes resulting in a negative tax rate of 45.1%. The lower effective income tax rate for fiscal 2014 as compared to fiscal 2013 was primarily due to lower earnings in fiscal 2014, the tax deductibility of the special dividend on shares held by the Leidos Retirement Plan (an employee stock ownership plan) and the resolution of certain tax contingencies with the tax authorities resulting in the recognition of an income tax benefit ($7 million). The effective tax rate for fiscal 2013 benefited from a reduction in the provision for income tax as a result of our entering into an issue resolution agreement with the IRS with respect to the tax deductible portion of the CityTime payment ($96 million). The effective tax rate for fiscal 2012 was negatively impacted by the estimated non-deductible portion of the CityTime loss provision.

We file income tax returns in the United States and various state and foreign jurisdictions.  We have effectively settled with the IRS for all fiscal years prior to 2014, except 2010.   
Liquidity and Capital Resources
WeOverview of Liquidity
As of December 29, 2017, we had $430$390 million in cash and cash equivalents at January 31, 2014, which were primarily comprised of cash heldequivalents. In addition, in investments in several large institutional money market funds that invest primarily in bills, notes and bonds issued by the U.S. Treasury, U.S. Government guaranteed repurchase agreements fully collateralized by U.S. Treasury obligations, U.S. Government guaranteed securities and investment-grade corporate securities that have original maturities of three months or less, and bank deposits. We anticipate our principal sources of liquidity for the next 12 months and beyond will be our existing cash and cash equivalents and cash flows from operations. We may also borrow under our $750 million revolving credit facility. OurAugust 2016, we entered into a secured revolving credit facility is backed by a numberwhich can provide up to $750 million in secured borrowing capacity, if required. This credit facility replaced the previous unsecured credit facility held that provided $500 million of financial institutions, matures in Marchborrowing capacity. During fiscal 2017 and by its terms, can be accessed on a same-day basis. We anticipate our principal uses of cash for the next 12 months and beyond will be for operating expenses, capital expenditures, stock repurchases (see discussion below in Stock Repurchase Program), dividends and acquisitions of businesses. We anticipate that our operating cash flows, existing cash and cash equivalents, which havefiscal 2016, there were no restrictions on withdrawal, and borrowing capacityborrowings outstanding under our revolving credit facility will be sufficient to meet our anticipated cash requirements for at least the next 12 months.
Historical Trends
Cash and cash equivalents was $430 million and $735 million at January 31, 2014 and 2013, respectively. The following table summarizes cash flow information for the last three fiscal years:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash provided by operating activities of continuing operations$195
 $36
 $400
Cash provided by (used in) investing activities of continuing operations297
 (519) (199)
Cash used in financing activities of continuing operations(894) (718) (447)
Cash provided by operating activities of discontinued operations114
 308
 314
Cash (used in) provided by investing activities of discontinued operations(17) 42
 157
Cash used in financing activities of discontinued operations
 (4) (2)
Effect of foreign currency exchange rate changes on cash and cash equivalents
 
 1
Total (decrease) increase in cash and cash equivalents$(305) $(855) $224

Leidos Holdings, Inc. Annual Report 44

PART II


Cash Provided by Operating Activities of Continuing Operations.Cash flows from operating activities of continuing operations increased $159 million in fiscal 2014 as compared to fiscal 2013. The increase was primarily due to less cash used of $296 million for changes in working capital primarily due to the $500 million cash settlement payment related to the CityTime Program (see Note 17either of the combined notes tocredit facilities and we were in compliance with the consolidated financial statements) in fiscal 2013. This was partially offset by an increase in the average time to collect accounts receivable as a result of a slowdown in payments from the U.S. Government impacted by the discontinuance of the U.S. Government’s accelerated payment initiative that encouraged agencies to pay contractors in a more timely fashion, as well as other events including slower collections partially due to our name change. Days sales outstanding were 76 days for the three months ended January 31, 2014 as compared to 66 days for the corresponding period in the prior year. There was also more non-cash charges in fiscal 2014 as compared to fiscal 2013 including intangible impairment charges of $51 million and bad debt expense of $44 million. These increases were partially offset by lower income from continuing operations of $240 million.
Cash flows from operating activities of continuing operations decreased $364 million in fiscal 2013 as compared to fiscal 2012. Fiscal 2013 cash flows from operating activities of continuing operations were negatively impacted by a $500 million cash settlement payment related to the CityTime Program, partially offset by a reduction in the average time to collect accounts receivable. The average time to collect accounts receivable in fiscal 2013 benefited from the U.S. Government’s accelerated payment initiative that encouraged agencies to more timely pay contractors.covenants.
Cash Provided by (used in) Investing ActivitiesIn August 2016, our Board of Continuing Operations.We generated $297 million of cash flows from investing activities of continuing operations in fiscal 2014, including a $295 million dividend from New SAIC, $65 million of proceeds from the sale of facilities, $12 million of proceeds from the sale of cost method investments, partially offset by a $26 million capital contribution to New SAIC and $53 million to purchase property, plant and equipment.
We used $519 million of cash in support of investing activities of continuing operations in fiscal 2013, including $483 million (net of cash acquired) to acquire maxIT and $39 million to purchase property, plant and equipment.
We used $199 million of cash in support of investing activities of continuing operations in fiscal 2012, including $218 million (net of cash acquired) to acquire two businesses and $56 million to purchase property, plant and equipment partially offset by $78 million of proceeds from the sale of real estate and other assets.
Cash Used in Financing Activities of Continuing Operations.We used $894 million of cash in support of financing activities of continuing operations in fiscal 2014, including $477 million to pay dividends on Leidos stock ($342 million from our special cash dividend), $152 million to pay off notes assumed as part of the acquisition of Plainfield (an additional $13 million of costs to pay off these notes was included in cash flows from operating activities), and $319 million to repurchase shares of our stock primarily from the accelerated stock repurchase program, offset by consideration received of $38 million related to the real estate financing transaction and $13 million in proceeds from the sale of stock under our employee stock purchase plan (ESSP) and exercises of stock options. New SAIC received proceeds from the issuance of debt of $500 million, prior to the spin-off, and retained the debt obligation after spin-off.
We used $718 million of cash from financing activities of continuing operations in fiscal 2013, including $550 million to settle a note payable at maturity, $165 million to pay dividends on Leidos stock and $22 million to repurchase shares of Leidos stock, partially offset by $19 million in proceeds from the sale of stock under our ESPP.
We used $447 million of cash from financing activities of continuing operations in fiscal 2012, including $471 million to repurchase shares of Leidos stock partially offset by $27 million in proceeds from the sale of stock under our ESPP and exercises of stock options.
Cash Flows from Discontinued Operations.
Cash Provided by Operating Activities of Discontinued Operations.Cash flows provided by operating activities of discontinued operations decreased $194 million in fiscal 2014 as compared to fiscal 2013, due to a decrease in net income of $121 million, a $17 million tax settlement on the gain from the sale of certain components of our business in fiscal 2013, and an increase in payments for separation transaction costs. Cash flows provided by operating activities of discontinued operations was $308 million in fiscal 2013, which was comparable to $314 million in fiscal 2012. The change was primarily driven by the decrease in net income.

Leidos Holdings, Inc. Annual Report 45

PART II


Cash (Used in) provided by Investing Activities of Discontinued Operations.Cash flows used in investing activities of discontinued operations were $17 million for fiscal 2014 for the purchase of property, plant, and equipment. Cash flows provided by investing activities of discontinued operations were $42 million for fiscal 2013, including $51 million of proceeds from the sale of certain components of our business offset by $9 million for the purchase of property, plant, and equipment. Cash flows provided by investing of discontinued operations were $157 million for fiscal 2012, including net proceeds of $167 million from the sale of certain components of our business offset by $9 million for the purchase of property, plant, and equipment.
Cash Used in Financing Activities of Discontinued Operations.Cash flows used in financing activities of discontinued operations were $4 million and $2 million for fiscal 2013 and 2012, respectively, from repayments of debt.
Leidos, Inc.'s Cash Flows.Any differences in cash flows from operating activities of continuing operations for Leidos, Inc. as compared to Leidos are primarily attributable to changes in interest payments (which reduce cash flows from operating activities of Leidos, Inc.) made by Leidos, Inc. on its note to Leidos and changes in excess tax benefits related to stock-based compensation (which reduce cash flows from operating activities for Leidos).
Leidos, Inc. used cash in investing activities of $486 million in fiscal 2014, including repayments on its related party note with Leidos of $501 million, partially offset by proceeds from the related party note with Leidos of $13 million. Leidos, Inc. used cash in financing activities of continuing operations of $718 million in fiscal 2013, including repayments on its note with Leidos of $411 million partially offset by proceeds from the note of $244 million. In addition, Leidos, Inc. used $550 million in cash to settle a third-party note payable at maturity (as described above in Leidos' cash used in financing activities of continuing operations). Leidos, Inc. used cash in financing activities of $444 million in fiscal 2012, including repayments on its note payable with Leidos of $1.1 billion, partially offset by proceeds from the note payable of $638 million.
Special Cash Dividend
In March 2013, Leidos' board of directorsDirectors declared a special cash dividend of $4.00$13.64 per share of Leidos common stock andstock. Consequently, on August 22, 2016, we paid an aggregate of $342$993 million on June 28, 2013 to stockholders of record on June 14, 2013.as of August 15, 2016, and accrued $29 million of dividend equivalents with respect to the outstanding unvested equity awards. In addition, we paid dividends of $198 million, $142 million and $93 million for fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, respectively.
Stock Repurchase ProgramsAt December 29, 2017 and December 30, 2016, we had outstanding debt of $3.1 billion and $3.3 billion, respectively. The notes outstanding as of December 29, 2017, contain financial covenants and customary restrictive covenants. We were in compliance with all covenants as of December 29, 2017.
In December 2013,connection with the Transactions, Leidos incurred $2.5 billion of new indebtedness in the form of term loans (see "Note 2—Acquisitions"). Of the $2.5 billion, $1.8 billion of the term loans was secured by Leidos Innovations prior to being acquired and the funds were used to finance the special cash payment to Lockheed Martin. The remaining $690 million of term loans was secured by Leidos to fund the special cash dividend. During fiscal 2017, we made $76 million of required quarterly payments on our boardterm loans. In addition to the required quarterly payments, we prepaid $130 million and $275 million on our term loans during fiscal 2017 and fiscal 2016, respectively (see "Note 12—Debt").
In August 2017 and August 2016, we entered into interest rate swap agreements to hedge the cash flows with respect to $300 million and $1.2 billion of directors authorizedthe aggregate principal outstanding on our variable rate senior secured notes (see "Note 11—Derivative Instruments"). The objective of these instruments is to reduce variability in the forecasted interest payments of our variable rate secured notes.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases in the open market, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. In addition to the term loan prepayments noted above, we paid $36 million to repurchase and retire a stock repurchase program (2013 principal amount of $37 million of outstanding debt in the 11-month period ended January 1, 2016.
Stock Repurchase Program) under which we may repurchase up to 20 million sharesrepurchases of Leidos common stock. This share repurchase authorization replaces the March 2012 share repurchase authorization of 10 million shares. Stock repurchasesstock may be made on the open market or in privately negotiated transactions with third parties.parties including through accelerated share repurchase agreements. Whether repurchases are made and the timing and actual number of shares repurchased depends on a variety of factors including price, corporate capital requirements, other market conditions and regulatory requirements. The repurchase program may be accelerated, suspended, delayed or discontinued at any time. During fiscal 2017 and fiscal 2016, there were no open market repurchases of our common stock.
In December 2013,the 11-month period ended January 1, 2016, we entered into an Accelerated Share Repurchase ("ASR") agreement with a financial institution whereby we paidto repurchase shares of our outstanding common stock for an aggregate purchase price of $300$100 million, and received an initialresulting in a delivery of approximately 5.62.4 million shares, of Leidos outstanding shares of common stockcompleted during the fourthsecond quarter of fiscal 2014, or approximately 85% of the total shares expected11-month period ended January 1, 2016.
For the next 12 months, we anticipate that we will be able to be repurchased under the ASR. The final delivery of the remaining shares under the program was completed in the first quarter of fiscal 2015.meet our liquidity needs, including servicing our debt, through cash generated from operations, available cash balances and, if needed, borrowings from our revolving credit facility.

Leidos Holdings, Inc. Annual Report 46- 42


Outstanding IndebtednessSummary of Cash Flows
Notes Payable and Long-term Debt.Our outstanding notes payable and long-term debt consisted ofThe following table summarizes cash flow information for the following:periods presented:
     January 31
 Stated
interest rate
 Effective
interest rate
 2014 2013
 (dollars in millions)
Leidos Holdings, Inc. senior unsecured notes:       
$450 million notes issued in fiscal 2011, which mature in December 20204.45% 4.53% $449
 $449
$300 million notes issued in fiscal 2011, which mature in December 20405.95% 6.03% 300
 300
Leidos, Inc. senior unsecured notes:       
$250 million notes issued in fiscal 2003, which mature in July 20327.13% 7.43% 248
 248
$300 million notes issued in fiscal 2004, which mature in July 20335.50% 5.78% 296
 296
Capital leases and other notes payable due on various dates through fiscal 20210%-3.7%
 Various
 40
 2
Total notes payable and long-term debt    1,333
 1,295
Less current portion    2
 
Total notes payable and long-term debt, net of current portion    $1,331
 $1,295
Fair value of notes payable and long-term debt    $1,350
 $1,390
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Net cash provided by operating activities of continuing operations $526
 $449
 $382
Net cash (used in) provided by investing activities of continuing operations (71) 26
 70
Net cash used in financing activities of continuing operations (429) (751) (251)
Net decrease in cash, cash equivalents and restricted cash from discontinued operations 
 (1) (1)
Net increase (decrease) in cash, cash equivalents and restricted cash $26
 $(277) $200
Net cash provided by operating activities increased $77 million for fiscal 2017 as compared to fiscal 2016. The notes payable outstandingincrease was primarily due to the favorable timing of working capital changes, partially offset by higher integration and restructuring costs and higher payments for interest and taxes.
Net cash provided by operating activities increased $67 million for fiscal 2016 as compared to the 11-month period ended January 1, 2016. The increase was primarily due to timing of collections of receivables and early funding for employee benefit programs of $30 million in the 11-month period ended January 31, 2014 contain financial covenants1, 2016, partially offset by payments for acquisition and customary restrictive covenants, including, among other things, restrictions on our abilityintegration expenses, pre-funding IS&GS expenses in accordance with the transition services agreement with Lockheed Martin and increased interest payments in fiscal 2016.
Net cash used in investing activities increased $97 million for fiscal 2017 as compared to create liens and enter into sale and leaseback transactions. We were in compliance with all covenantsfiscal 2016. The increase was primarily due to cash acquired as of January 31, 2014. For additional information on our notes payable and long-term debt, see Note 7part of the combined notesacquisition of the IS&GS Business in fiscal 2016, proceeds received from the divestiture of the heavy construction business in fiscal 2016 and higher purchases of property, plant and equipment.
Net cash provided by investing activities decreased by $44 million for fiscal 2016 as compared to consolidated financial statements contained within this Annual Report on Form 10-K.
Credit Facility.Leidos has a revolving credit facility, which is fullythe 11-month period ended January 1, 2016. The decrease was primarily due to the sale of the remaining building, parcels of land and unconditionally guaranteed by Leidos, Inc., providing for up to $750the multi-level surface parking garage of our former headquarters of $70 million in unsecured borrowing capacity at interest rates determined, at Leidos’ option, based on either LIBOR plus a margin or a defined base rate. During fiscal 2014, we extended the maturity date11-month period ended January 1, 2016. This was partially offset by cash acquired as part of the credit facility for one additional year, to March 2017, as provided for in the termsacquisition of the credit facility. AsIS&GS Business of January 31, 2014$25 million in fiscal 2016 and 2013, there were no borrowings outstanding under the credit facility, and we had $750$13 million of available borrowing capacity. The credit facility contains certain customary representations and warranties, as well as certain affirmative and negative covenants. During fiscal 2014, the financial covenants in the credit facility were amended to: (i) permit in the calculation of earnings before interest, taxes, depreciation and amortization (EBITDA) the adding back of certain expenses incurredpaid for income tax related matters in connection with our separation transaction; (ii) excludea prior acquisition in the effect11-month period ended January 1, 2016. We did not have cash flows from investing activities for the month of debt incurredJanuary 2015.
Net cash used in financing activities decreased $322 million for fiscal 2017 as compared to fiscal 2016. The decrease was primarily due to a special dividend cash payment in connection with the separation transactionTransactions of $993 million in fiscal 2016 and decreased payments of long-term debt of $68 million, partially offset by net proceeds from debt issuance activity of $660 million in fiscal 2016 as well as higher dividend payments of $56 million and less proceeds from issuances of stock of $12 million.
Net cash used in financing activities increased $500 million for purposesfiscal 2016 as compared to the 11-month period ended January 1, 2016. The increase was primarily due to a special cash dividend payment in connection with the Transactions of calculating consolidated funded debt;$993 million, increased payments of long-term debt of $238 million and (iii) changeincreased dividend payments of $49 million, partially offset by net proceeds from debt issuance activity of $660 million, a decrease in stock repurchases of $94 million primarily related to the ratioMay 2015 Accelerated Share Repurchase, and additional proceeds from issuances of consolidated funded debt to EBITDA that we are required to maintain. The financial covenants contained in the credit facility require that, for a periodstock of four trailing fiscal quarters, we maintain a ratio of consolidated funded debt, including borrowings under this facility, to EBITDA adjusted for other items as defined in the credit facility of not more than 3.25 to 1.0 and a ratio of EBITDA adjusted for other items as defined in the credit facility to interest expense of greater than 3.5 to 1.0. As of January 31, 2014, we were in compliance with all covenants under the credit facility. A failure to meet the financial covenants in the future could reduce our borrowing capacity under the credit facility. For additional information on our credit facility, see Note 6 of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K.$19 million.

Leidos Holdings, Inc. Annual Report 47- 43


Off-Balance Sheet Arrangements
We have outstanding performance guarantees and cross-indemnity agreements in connection with certain aspects of our unconsolidated joint venture investments.business. We also have letters of credit outstanding principally related to guarantees on contracts with foreign government customers and surety bonds outstanding principally related to performance and payment bonds as described in Note 18"Note 22—Commitments" of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K. These arrangements have not had, and management does not believe it is likely that they will in the future have, a material effect on our liquidity, capital resources, operations or financial condition.
Contractual Obligations
The following table summarizes, as of January 31, 2014,December 29, 2017, our obligations to make future payments pursuant to certain contracts or arrangements and provides an estimate of the fiscal years in which these obligations are expected to be satisfied:
Payments Due by Fiscal Year Total 2018 2019 2020 2021 2022 2023 & Thereafter
Total 2015 2016 2017 2018 2019 2020 & Thereafter (in millions)
(in millions)
Contractual obligations:             
Long-term debt (including current portion) (1)
$2,618
 $75
 $75
 $75
 $76
 $75
 $2,242
Operating lease obligations (2)
488
 95
 91
 76
 64
 53
 109
Contractual obligations (1):
              
Long-term debt (including current portion) (2)
 $4,245
 $174
 $194
 $710
 $212
 $727
 $2,228
Operating lease obligations 495
 140
 107
 78
 53
 39
 78
Capital lease obligations3
 1
 1
 1
 
 
 
 6
 3
 3
 
 
 
 
Other long-term liabilities (3)
50
 14
 11
 6
 6
 6
 7
 67
 5
 15
 6
 6
 6
 29
Total contractual obligations$3,159
 $185
 $178
 $158
 $146
 $134
 $2,358
 $4,813
 $322
 $319
 $794
 $271
 $772
 $2,335
(1)
Includes total interest payments on our outstanding debt of $73 million in each fiscal year 2015, 2017, and 2019, $74 million in fiscal year 2016 and 2018 and $914 million in fiscal 2020 and thereafter.We have excluded purchase orders for services or products to be delivered pursuant to U.S. Government contracts for which we are entitled to full recourse under normal contract termination clauses.
(2)
Excludes $12Includes total interest payments on our outstanding debt. Interest payments represent $122 million, related to an operating lease$126 million, $128 million, $99 million and $85 million of the balance for fiscal 2018, fiscal 2019, fiscal 2020, fiscal 2021 and fiscal 2022, respectively, and $535 million for fiscal 2023 and thereafter. The total interest payments on a contract withour outstanding term loan debt are calculated based on the Greek governmentstated variable rates of the notes as weof December 29, 2017. The total interest payments on our outstanding senior fixed rate secured and unsecured notes are calculated based on the stated fixed rates and do not obligated to makereflect the lease paymentsvariable interest component due to the lessee if our customer defaults on payments to us.interest rate swap agreements.
(3)
Other long-term liabilities were allocated by fiscal year as follows: a liability for our foreign defined benefit pension plan is based upon the expected near-term contributions to the plan (for a discussion of potential changes in these pension obligations, see Note 13 of the combined notes to consolidated financial statements contained within this Annual Report on Form 10-K); liabilities under deferred compensation arrangements are based upon the average annual payments in prior years upon termination of employment by participants;participants and other liabilities are based on the fiscal year that the liabilities are expected to be realized. The table above does not include income tax liabilities for uncertain tax positions of $12$7 million and $2 million of additional tax liabilities, as we are not able to reasonably estimate the timing of payments in individual years due to uncertainties in the timing of audit outcomes.outcomes and when settlements will become due. There is no obligation included for our foreign defined benefit pension plan, as the plan is overfunded by $9 million as of December 29, 2017. For a discussion of potential changes in these pension obligations, see "Note 17—Retirement Plans" of the notes to consolidated financial statements contained within this Annual Report on Form 10-K.
Commitments and Contingencies
We are subject to a number of reviews, investigations, claims, lawsuits, and other uncertainties and future obligations related to our business. For a discussion of these items, see Notes 17"Note 18—Leases," "Note 21—Contingencies" and 18"Note 22—Commitments" of the combined notes to the consolidated financial statements contained within this Annual Report on Form 10-K.

Leidos Holdings, Inc. Annual Report 48- 44


Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP)("GAAP"). The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management evaluates these estimates and assumptions on an ongoing basis. Our estimates and assumptions have been prepared by management on the basis of the most current reasonablyand best available information. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions and conditions.
We have several criticalidentified the following accounting policies that are both important toas critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the portrayaluse of reasonably different estimates and assumptions could have a material impact on our financial condition and results of operations and require management’s most difficult, subjective and complex judgments. Typically, the circumstances that make these judgments difficult, subjective and complex have to do with making estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are described below.or financial condition.
Revenue Recognition.Recognition
Business Combinations
Goodwill Impairment
Intangible Assets Impairment
Income Taxes
Revenue Recognition
We generate our revenues from various types of contracts, which include firm-fixed-price, time-and-materials, fixed-price-level-of-effort, cost-plus-fixed-fee, cost-plus-award-fee, cost-plus-incentive-fee and cost-plus-incentive-feefixed-price-incentive fee contracts.
Firm-fixed-price contracts—Revenues and fees on these contracts that are system integration or engineering in nature are primarily recognized using the percentage-of-completion method of accounting utilizing the cost-to-cost method. The completed contract method is utilized when reasonable and reliable cost estimates for a project cannot be made.
Time-and-materials contracts—Revenue is recognized on time-and-materials contracts based on the hours provided in performance under the contract multiplied by the negotiated contract billing rates, plus the negotiated contract billing rate of any allowable material and subcontract costs and out-of-pocket expenses.
Fixed-price-level-of-effort contracts (FP-LOE)("FP-LOE")—These contracts are substantially similar to time-and-materials contracts except they require a specified level of effort over a stated period of time. Accordingly, we recognize revenue on FP-LOE contracts with the U.S. Government in a manner similar to time-and-materials contracts in which we measure progress toward completion based on the hours provided in performance under the contract multiplied by the negotiated contract billing rates plus the negotiated contract billing rate of any allowable material costs and out-of-pocket expenses.
Cost-plus-fixed-fee contracts—Revenue is recognized on cost-plus-fixed-fee contracts with the U.S. Government on the basis of partial performance equal to costs incurred plus an estimate of applicable fees earned as we become contractually entitled to reimbursement of costs and the applicable fees.
Cost-plus-award-fee/cost-plus-incentive fee contracts—Revenues and fees on these contracts with the U.S. Government are primarily recognized using the percentage-of-completion method of accounting most often based onusing the cost-to-cost method. We include an estimate of the ultimate incentive or award fee to be received on the contract in the estimate of contract revenues for purposes of applying the percentage-of-completion method of accounting.
Fixed-price-incentive fee ("FP-IF") contracts—Contracts are substantially similar to cost-plus-incentive-fee contracts recognized using the percentage-of-completion method of accounting except they require specified targets for cost and profit, price ceiling (but not a profit ceiling or floor) and profit adjustment formula. Under an FP-IF contract, the allowable costs incurred are eligible for reimbursement but are subject to a cost-share arrangement, which affects

Leidos Holdings, Inc. Annual Report - 45


profitability. Generally, if our costs exceed the contract target cost or are not allowable under the applicable regulations, we may not be able to obtain reimbursement for all costs and may have our fees reduced or eliminated.
Revenues from services and maintenance contracts, notwithstanding contract type, are recognized over the term of the respective contracts as the services are performed and revenue is earned. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from the sale of manufactured products are recorded upon passage of title and risk of loss to the customer, which is generally upon delivery, provided that all other requirements for revenue recognition have been met.
We also use the efforts-expended method of percentage-of-completion using measures such as labor dollars for measuring progress toward completion in situations in which this approach is more representative of the progress on the contract. For example, the efforts-expended method is utilized when there are significant amounts of materials or hardware procured for the contract that is not representative of progress on the contract. Additionally,

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we utilize the units-of-delivery method under percentage-of-completion on contracts where separate units of output are produced. Under the units-of-delivery method, revenue is generally recognized when the units are delivered to the customer, provided that all other requirements for revenue recognition have been met.
We also evaluate contracts for multiple elements, and when appropriate, separate the contracts into separate units of accounting for revenue recognition. Revenues generated from product sales do not represent a material amount of our total revenues.
We generally provide for anticipated losses on contracts by recording an expense during the period in which the losses are determined. Amounts billed and collected but not yet recognized as revenues under certain types of contracts are deferred. Contract costs incurred for U.S. Government contracts, including indirect costs, are subject to audit and adjustment through negotiations between us and government representatives. Our indirect cost audits by the Defense Contract Audit Agency remain open for fiscal 2012 and subsequent fiscal years for Leidos, Inc. and for fiscal 2011 and subsequent fiscal years for Leidos Innovations. Revenues on U.S. Government contracts have been recorded in amounts that are expected to be realized upon final settlement.
Contract claims are unanticipated additional costs incurred but not provided for in the executed contract price that we seek to recover from the customer. Such costs are expensed as incurred. Additional revenue related to contract claims is recognized when the amounts are awarded by the customer. Un-priced change orders are included in revenue when they are probable of recovery in an amount at least equal to the cost.
InOn certain situations, primarilycontracts where we are not the primary obligor, on certain elements of a contract such as the provision of administrative oversight and/or management of government-owned facilities or logistical support services related to other vendors’vendor's products, we recognize as revenues the net management fee associated with the services and exclude from our income statement the gross sales and costs associated with the facility or other vendors’vendor's products.
Changes in Estimates on Contracts.Contracts
Changes in estimates related to certain types oflong-term contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes.changes, with the exception of contracts acquired through the acquisition of the IS&GS Business, where the adjustment is for the period commencing from the date of acquisition. Changes in these estimates can routinely occur over the contract performance period for a variety of reasons, including changes in contract scope, changes in contract cost estimates due to unanticipated cost growth or retirements of risk for amounts different than estimated, and changes in estimated incentive or award fees. Aggregate changes
Changes in contract estimates decreased operating income by $21 million ($0.15 peron contracts for the periods presented were as follows:
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions, except for per share amounts)
Net favorable impact to income from continuing operations before taxes $103
 $37
 $18
Impact on diluted EPS from continuing operations attributable to Leidos common stockholders $0.41
 $0.22
 $0.14

Leidos Holdings, Inc. Annual Report - 46


The impact on diluted share) for fiscal 2014 and increased operating income by $19 million ($0.12 per diluted share), and $28 million ($0.20 per diluted share) for fiscal 2013 and fiscal 2012, respectively.EPS from continuing operations attributable to Leidos common stockholders is calculated using our statutory tax rate.
Receivables. Our accounts receivable include amounts billed and currently due from customers and unbilled receivables, which consist of costs and fees billable upon contract completion or the occurrence of a specified event, the majority of which is expected to be billed and collected within one year. Unbilled receivables are stated at estimated realizable value. Contract retentions are billed when we have negotiated final indirect rates with the U.S. Government and, once billed, are subject to audit and approval by government representatives. Consequently, the timing of collection of retention balances is outside our control. Based on our historical experience, the majority of retention balances are expected to be collected beyond one year and write-offs of retention balances have not been significant. We extended deferred payment terms with original contractual maturities that may exceed one year to commercial customers related to certain construction projects. As of January 31, 2014, we had outstanding receivables of $39 million related to one construction project with deferred payment terms, which is expected to be collected in fiscal 2015. When events or conditions indicate that amounts outstanding from customers may become uncollectible, an allowance is estimated and recorded.
Business Combinations and Goodwill and Intangible Assets Impairment.
The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as the liabilities and contingencies assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition.
We review goodwillGoodwill Impairment
Goodwill represents the excess of the fair value of consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but instead is tested annually for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenevertested more frequently if events or circumstances indicate that the carrying value may not be recoverable. During fiscal 2017, we had five reporting units for the purpose of testing goodwill for impairment. Our policy is to perform our annual goodwill impairment evaluation as of the first day of the fourth quarter of our fiscal year.
In January 2017, a new accounting standard was issued related to the evaluation of goodwill impairment. Goodwill iswas previously evaluated for impairment either underusing a qualitative assessment option, step zero, or a two-step quantitative approach depending on the facts and circumstances of a reporting unit, includingunit. The new standard eliminated the excesssecond step from goodwill impairment testing. We adopted the new standard during the first quarter of fair value over carrying amount in previous assessments and changes in business environment. 2017.
When performing a qualitative assessment, we consider factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other events relevant to the entity or reporting unit under evaluation to determine whether it is more likely than not that the fair value of a reporting unit is less than its

Leidos Holdings, Inc. Annual Report 50

PART II


carrying amount. If we determine that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, a quantitative two step goodwill impairment test is performed. We performed a qualitative analysis for certain of our reporting units and a quantitative analysis for the remaining reporting units for fiscal 2016. A quantitative analysis was performed for all reporting units for fiscal 2017.
TheUnder previous guidance, when evaluating the first step of the two-step quantitative goodwill impairment test, consists of comparing the estimated fair value of each reporting unit is compared to its carrying value. If the estimated fair value of a reporting unit is more than its carrying value, including allocated goodwill, no further analysis was required. If the estimated fair value of a reporting unit is less than its carrying value, including allocated goodwill, a second step is performed to compute the amount of the impairment loss by determining an implied fair value of goodwill. The implied fair value of goodwill is the residual fair value derived by deducting the fair value of a reporting unit’s identifiable assets and liabilities from its estimated fair value calculated in the first step. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment losscharge equal to the difference.
Under the new guidance, goodwill is impaired for the amount by which a reporting unit's carrying value exceeds its fair value, up to the carrying value of goodwill.
We estimate the fair value of each reporting unit using both market and income approaches. approaches when a quantitative analysis is performed. To determine the fair value of the reporting units, the outputs from both methods are equally weighted.
The market approach is a valuation technique where the fair value is calculated based on market prices realized from a detailed market analysisfair values of publicly tradedpublicly-traded companies that provide a reasonable basis of comparison for eachwith the reporting unit. Valuation ratios are selected that relate market prices to certainselected financial metrics offrom comparable companies. These ratios are applied after consideration of adjustments and weightings related to financial position, growth, volatility, working capital movement, and other factors. Due to the fact that stock prices of comparable companies represent minority interests we also consider an acquisition control premium to reflect the impact of additional value associated with a controlling interest.
The income approach is a valuation technique where the fair value is calculated based on forecastedpresent value future cash flows withinusing risk-adjusted discount rates, which represent the projection period discounted back toweighted-average cost of capital ("WACC") for each reporting unit. Determination of WACC includes assessing the present value with appropriate risk adjusted discount rates.cost of equity and debt as of the valuation date. In addition, a terminal value is developed for forecasted future cash flows beyond the projection period discounted

Leidos Holdings, Inc. Annual Report - 47


back to the present value. The forecasts used in our estimation of fair valuesvalue are developed by management based on incorporating adjustments that reflect known business and market considerations.
DeterminingThe goodwill impairment test process and valuation model is based upon certain key assumptions that require the fair valueexercise of a reporting unit is judgmental in naturesignificant judgment and involvesassumptions including the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenueappropriate financial projections, economic expectations, WACC, expected long-term growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic andas well as using available market conditions and identification of appropriate market comparable data. The fair values of our reporting units are based on estimates and assumptions that are believed to be reasonable. Significant changes to these estimates and assumptionassumptions could adversely impact our conclusionconclusions and actual future results may differ from the estimates. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units when determining the carrying value of each reporting unit also requires judgment.
Our fiscal 2014 annual goodwill impairment analysis for fiscal 2017 indicated the estimated fair valuevalues of all of our reporting units exceeded their their carrying value. The estimatedvalues.
By definition, assumptions used in estimating the fair value of our Health Solutionsa reporting unit exceeded its book value by approximately 20%are judgmental and all otherinherently uncertain. A significant change in the economic conditions of a reporting units’unit, such as declines in business performance, changes in government fiscal policies, deterioration in market conditions, adverse estimates of regulatory or legislative changes or increases in the estimated cost of equity, could cause the estimated fair values were substantiallyof our reporting units to decline in excessthe future, and increase the risk of their carrying values. Accordingly, noa goodwill impairment charges were recorded. The carrying value of goodwill as of January 31, 2014 was $1.7 billion. We face continued uncertainty in our business environment duecharge to the substantial fiscal and economic challenges facing the U.S. Government, our primary customer, as well as challenges in the commercial healthcare industry, compounded by lower levels of U.S. Government reimbursements, including reductions in Medicare reimbursements which in turn impact hospital IT spending. Adverse changes in fiscal and economic conditions, such as the manner in which the budget cuts are implemented, including sequestration, and issues related to the nation’s debt ceiling, could adversely impact our future revenues and profitability. These circumstances could result in an impairment of goodwill and/or other intangibles. Also adverse equity market conditions that resultearnings in a decline in market multiples and our stock price could result in an impairment of goodwill and/or other intangibles.future period.
Intangible Assets Impairment
Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets with indefinite lives are not amortized but are assessed for impairment at the beginning of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Additionally, indefinite-lived intangible assets are not being amortized until such time that the useful life is determined to no longer be indefinite.
In fiscal 2014the 11-month period ended January 1, 2016, we recognized intangible asset impairment charges of $51 million in continuing operations. In fiscal 2013 and 2012, we did not recognize any$4 million. There were no intangible asset impairment charges recognized in continuing operations.fiscal 2017 and fiscal 2016. The carrying value of intangible assets as of January 31, 2014December 29, 2017, was $94$856 million.

Leidos Holdings, Inc. Annual Report 51

PART IIIncome Taxes


Income Taxes.We account for income taxes under the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. The provision for federal, state, foreign and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes.
Recording our provision for income taxes requires management to make significant judgments and estimates for matters whose ultimate resolution may not become known until the final resolution of an examination by the IRS or state agencies. Additionally, recording liabilities for uncertain tax positions involves significant judgment in evaluating our tax positions and developing our best estimate of the taxes ultimately expected to be paid.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount or would no longer be able to realize our deferred income tax assets in the future as currently recorded, we would make an adjustment to the valuation allowance which would decrease or increase the provision for income taxes.
We also recognize liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. We have experienced years when liabilities for uncertain tax positions were settled for amounts different

Leidos Holdings, Inc. Annual Report - 48


from recorded amounts as described in Note 12"Note 16—Income Taxes" of the combined notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
Stock-Based Compensation. We account for stock-based compensation in accordance with the accounting standard for stock compensation. Under the fair value recognition provisions of this standard, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period, net of an estimated forfeiture rate. The estimation of stock option fair value requires management to make complex estimates and judgments about, among other things, employee exercise behavior, forfeiture rates, and the volatility of Leidos common stock. These judgments directly affect the amount of compensation expense that will ultimately be recognized.
Prior to our separation transaction, the expected term of all awards granted was derived from our historical experience with the exception of awards granted to our outside directors prior to fiscal 2013 which were derived utilizing the “simplified” method presented in SEC Staff Accounting Bulletin Nos. 107 and 110, “Share-Based Payment.” Expected volatility was based on an average of the historical volatility of Leidos' stock and the implied volatility from traded options on Leidos stock. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond with a maturity equal to the expected term of the stock option on the date of grant. We used historical data to estimate forfeitures.
After the separation transaction, the expected term for all awards granted is derived utilizing the “simplified” method due to the lack of historical experience post separation. Expected volatility is estimated based on a weighted average historical volatility of a group of publicly-traded peer companies for a period consistent with the expected option term. We will continue to use peer group volatility information, until historical volatility of the Company is relevant, to measure expected volatility for future option grants. The risk-free rate is derived in same manner as prior to the separation transaction. We use historical data to estimate forfeitures.

For fiscal 2014 we assumed weighted average volatilities of 25.0% for awards granted prior to the separation transaction and 30.1% for awards granted after the separation transaction. Weighted average volatilities of 24.5% and 23.4% were assumed for fiscal 2013 and 2012 respectively. If other assumptions are held constant, an increase or decrease by 10% in our fiscal 2014 volatility assumptions would have changed the grant-date fair value of our fiscal 2014 option awards by approximately 54% for awards prior to the separation transaction and approximately 36% for awards post separation.

Leidos Holdings, Inc. Annual Report 52

PART II


Non-GAAP Financial Measures
In this Annual Report on Form 10-K, we refer to internal revenue growth (contraction) percentage, which is a non-GAAP financial measure that we reconcile to the most directly comparable GAAP financial measure. We calculate our internal revenue growth (contraction) percentage by comparing our reported revenue for the current year to the revenue for the prior year adjusted to include the actual revenue of acquired businesses for the comparable prior year before acquisition. This calculation has the effect of adding revenue for the acquired businesses for the comparable prior year to our prior year reported revenue.
We use internal revenue growth (contraction) percentage as an indicator of how successful we are at growing our base business and how successful we are at growing the revenues of the businesses that we acquire. Our integration of acquired businesses allows our current management to leverage business development capabilities, drive internal resource collaboration, utilize access to markets and qualifications, and refine strategies to realize synergies, which benefits both acquired and existing businesses. As a result, the performance of the combined enterprise post-acquisition is an important measurement. In addition, as a means of rewarding the successful integration and growth of acquired businesses, and not acquisitions themselves, incentive compensation for our senior management is based, in part, on achievement of revenue targets linked to internal revenue growth.
The limitation of this non-GAAP financial measure as compared to the most directly comparable GAAP financial measure is that internal revenue growth (contraction) percentage is one of two components of the total revenue growth (contraction) percentage, which is the most directly comparable GAAP financial measure. We address this limitation by presenting the total revenue growth (contraction) percentage next to or near disclosures of internal revenue growth (contraction) percentage. This financial measure is not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. The method that we use to calculate internal revenue growth (contraction) percentage is not necessarily comparable to similarly titled financial measures presented by other companies. Internal revenue growth (contraction) percentages for fiscal 2014, 2013 and 2012 were calculated as follows:

Leidos Holdings, Inc. Annual Report 53

PART II


 Year Ended January 31
 2014 2013 2012
 (dollars in millions)
Health and Engineering:     
    Prior fiscal year’s revenues, as reported$1,825

$1,612
 $1,433
 Revenues of acquired businesses for the comparable prior year period145

177
 132
    Prior fiscal year’s revenues, as adjusted$1,970

$1,789
 $1,565
    Current fiscal year’s revenues, as reported1,735

1,825
 1,612
    Internal revenue growth (contraction)$(235)
$36
 $47
    Internal revenue growth (contraction) percentage(12)%
2% 3 %
National Security Solutions: 
    
    Prior fiscal year’s revenues, as reported$4,650

$4,618
 $4,404
    Revenues of acquired businesses for the comparable prior year period


 
    Prior fiscal year’s revenues, as adjusted$4,650

$4,618
 $4,404
    Current fiscal year’s revenues, as reported4,049

4,650
 4,618
    Internal revenue growth (contraction)$(601)
$32
 $214
    Internal revenue growth (contraction) percentage(13)%
1% 5 %
Total*: 
    
    Prior fiscal year’s revenues, as reported$6,469

$5,836
 $5,990
 Revenues of acquired businesses for the comparable prior year period145

177
 132
    Prior fiscal year’s revenues, as adjusted$6,614

$6,013
 $6,122
    Current fiscal year’s revenues, as reported5,772

6,469
 5,836
    Internal revenue growth (contraction)$(842)
$456
 $(286)
    Internal revenue growth (contraction) percentage(13)%
8% (5)%
* Total revenues include amounts related to Corporate and Other intersegment eliminations.
Recently Adopted and Issued Accounting Pronouncements
For a discussion of these items, see "Note 1—Summary of Significant Accounting Standards Updates Adopted
In September 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-08: Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment. This standard allows companies the option to make an initial qualitative evaluation, based on the entity’s events and circumstances, to determine the likelihood of goodwill impairment. The results of this qualitative assessment determine whether it is necessary to perform the two-step quantitative impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a company would be required to perform the quantitative two-step impairment test. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We adopted this guidance on February 1, 2012 and elected to use the optional initial qualitative evaluation for certain reporting units in our fiscal 2014 annual goodwill impairment assessment.
In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This standard requires additional disclosures about financial instruments (i.e. sales and repurchase agreements, securities borrowing and lending agreements) and derivative instruments that are either offset in accordance with existing accounting literature (i.e. ASC 21-20 or ASC 815-10) or subject to an enforceable master netting arrangement or similar agreement. The standard is effective for annual periods beginning after January 1, 2013, and interim periods within those annual periods. The provisions of ASU 2011-11 did not have a material effect on our financial statement disclosures.
In July 2012, the FASB issued ASU No. 2012-02: Intangibles-Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment. This standard provides revised guidance to simplify the testing of indefinite-lived intangible assets for impairment. The standard now includes an option for a company to first assess qualitative

Leidos Holdings, Inc. Annual Report 54

PART II


factors to determine whether it is necessary to perform a quantitative impairment test. The standard is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. We adopted this standard in fiscal 2014 and continue to use the quantitative approach for testing impairment of indefinite-lived intangible assets.
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This standard requires that public companies present information about reclassification adjustments from accumulated other comprehensive income in their annual and interim financial statements in a single note or on the facePolicies" of the financial statements. The standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. We adopted this standard in fiscal 2014 and electednotes to disclose reclassification adjustments out of accumulated other comprehensive income in our combined notes tothe consolidated financial statements (see Note 9).

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740), This update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. In accordancecontained with this Update, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. An entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We elected to early adopt the provisions of ASU 2013-11 and it did not have a material effect on our financial position, results of operations or cash flows.
During the fiscal years presented, we adopted various accounting standards issued by the FASB, none of which had a material effect on our consolidated financial position, results of operations or cash flows.
Accounting Standards Updates Issued But Not Yet Adopted
In February 2013, the FASB issued ASU 2013-04: Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This standard requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the provisions of ASU 2013-04 to have a material effect on our financial position, results of operations or cash flows.
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard applies to the release of the cumulative translation adjustment into net income when a parent either sells a part of or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments resolve the diversity in practice for the treatment of business combinations achieved in stages (i.e. step acquisitions) involving a foreign entity. The amendments in this are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the provisions of ASU 2013-05 to have a material effect on our financial position, results of operations or cash flows.

Leidos Holdings, Inc. Annual Report 55on Form 10-K.

PART II


Effects of Inflation
Approximately 47% of our revenues are derived from cost-reimbursement type contracts, which are generally completed within one year. Bids for longer-term FFP and T&M and FP-LOE contracts typically include sufficient provisions for labor and other cost escalations to cover anticipated cost increases over the period of performance. As a result, our revenues and costs have generally both increased commensurate with inflation and net income as a percentage of total revenues has not been significantly affected.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks in the normal course of business. Our current market risk exposures are primarily related to interest rates and foreign currency fluctuations. The following information about our market sensitive financial instruments contains forward-looking statements.
Interest Rate Risk.Risk
Our exposure to market risk for changes in interest rates relates primarily to our investments and long-term debt obligations. We have established an investment policy that prioritizes our objectives to minimize principal exposure, maximize liquidityobligations and generate after-tax returns. This policy establishes guidelines regarding acceptability of instruments and maximum maturity dates and requires diversification in the investment portfolios by establishing maximum amounts that may be invested in designated instruments and issuers.derivatives. Our policy authorizes, with boardBoard of directors’Directors' approval, the limited use of derivative instruments to hedge specific interest rate risks.
Debt and derivatives
At December 29, 2017, and December 30, 2016, we had $3.1 billion and $3.3 billion, respectively, of fixed and variable rate debt. During fiscal 2016, in connection with the acquisition of the IS&GS Business, Leidos, Inc. secured a new term loan of $690 million. As a result of the acquisition, Leidos assumed the IS&GS Business' term loans of $1.8 billion, which were obtained by the IS&GS Business immediately prior to the Transactions. These senior secured term loans have variable stated interest rates that are determined based on the LIBOR rate plus a margin. As a result, we may experience fluctuations in interest expense.
During fiscal 2017 and fiscal 2016, we entered into interest rate swap agreements to hedge the cash flows with respect to $300 million and $1.2 billion, respectively, of our variable rate senior secured term loans. Under the terms of the interest rate swap agreements, which mature in August 2022 and December 2021, respectively, we will receive variable interest payments based on the one-month LIBOR rate and will pay interest at a fixed rate of 1.66% and 1.08%, respectively. The interest rate swap agreements effectively converted a portion of our variable rate borrowings to fixed rate borrowings. As of December 29, 2017, and December 30, 2016, the fair value of our interest rate swap agreements with respect to our variable rate senior secured loans was $37 million and $26 million, respectively.
Additionally, we have interest rate swap agreements with respect to all of the $450 million aggregate principal outstanding on our fixed rate 4.45% notes maturing in December 2020. The interest rate swap agreements effectively converted a portion of our fixed-rate debt to floating-rate debt tied to the changes in the six-month LIBOR benchmark interest rate. As a result, we may experience fluctuations in interest expense. Under the terms of the interest rate swap agreements, we will receive semi-annual interest payments at the coupon rate of 4.45% and will pay variable interest based on the six-month LIBOR rate. As of December 29, 2017, and December 30, 2016, the fair value of our interest rate swaps with respect to our fixed rate debt was an immaterial amount and $3 million, respectively.
The table below provides information about ourcounterparties to these agreements are financial institutions. We do not hold or issue derivative financial instruments at January 31, 2014 that are sensitive to changesfor trading or speculative purposes. We cannot predict future market fluctuations in interest rates.rates and their impact on our interest rate swaps. For debt obligationsfiscal 2017 and short-term investments,fiscal 2016, a hypothetical 10% movement in the table presents principal cash flowssix-month LIBOR rate would have less than an $8 million and $6 million impact, respectively, on our annual interest expense due to the interest rate swaps. For fiscal 2017 and fiscal 2016, a hypothetical 10% movement in U.S. dollarsthe one-month LIBOR rate would have less than an $11 million and related weighted average$3 million impact on our annual interest rates by expected maturity dates. We held noexpense due to the interest rate swaps and variable rate short-termdebt. For additional information related to our interest rate swap agreements and long-term debt, obligations at January 31, 2014.
 2015 2016 2017 2018 2019 Thereafter Total Estimated Fair
Value as of
January 31, 2014
 (dollars in millions)
Assets:               
Cash and cash equivalents$430
 $
 $
 $
 $
 $
 $430
 $430
Average interest rate
 
 
 
 
 
    
Liabilities:               
Short-term and long-term debt:               
Fixed rate$3
 $2
 $3
 $2
 $2
 $1,328
 $1,340
 $1,350
Weighted average interest rate3.5% 3.4% 3.4% 3.7% 3.7% 5.5%    
see "Note 11—Derivative Instruments" and "Note 12—Debt," respectively, to the consolidated financial statements contained in this Annual Report.

At January 31, 2014
Leidos Holdings, Inc. Annual Report - 49


Cash and 2013,Cash Equivalents
As of December 29, 2017, and December 30, 2016, our cash and cash equivalents included investments in several large institutional money market funds that invest primarily in bills, notes and bonds issued by the U.S. Treasury, U.S. Government guaranteed repurchase agreements fully collateralized by U.S. Treasury obligations, U.S. Government guaranteed securities and investment-grade corporate securities that had original maturities of three months or less, and bank deposits. AFor fiscal 2017 and fiscal 2016, a hypothetical 10% unfavorable interest rate movement would not materiallyhave less than a $2 million impact on the value of theour holdings and would have a negligible impactor on interest income at current market interest rates.for both periods.
Foreign Currency Risk.Risk
Although the majority of our transactions are denominated in U.S. dollars, some of our transactions are denominated in foreign currencies. Our foreign currency exchange rate risk relates to receipts from customers, payments to suppliers and certain intercompany transactions denominated in currencies other than our (or one of our subsidiaries’subsidiaries') functional currency. Our foreign operations are immaterialrepresented 9% of total revenues for both fiscal 2017 and we do not expect this risk to have a material impact.fiscal 2016.

Leidos Holdings, Inc. Annual Report 56- 50


Item 8. Financial Statements and Supplementary Data
See our consolidated financial statements attached hereto and listed on the Index to Consolidated Financial Statements set forth on page F-1 of this Annual Report on Form 10-K.
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of Leidos’ and Leidos, Inc.'s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of January 31, 2014, and our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities Exchange Commission. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred in the quarterly period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of Leidos' and Leidos, Inc.'s internal control over financial reporting as of January 31, 2014 based on the framework established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has assessed in its evaluation the effectiveness of our internal control over financial reporting as of January 31, 2014 and has concluded that our internal control over financial reporting as of that date was effective.
Deloitte & Touche LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this Annual Report on Form 10-K and our internal control over financial reporting, and that firm’s reports on our internal control over financial reporting are set forth below.


Leidos Holdings, Inc. Annual Report 57

PART II


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Leidos Holdings, Inc.
Reston, Virginia
We have audited the internal control over financial reporting of Leidos Holdings, Inc. and subsidiaries (the “Company”) as of January 31, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 31, 2014 of the Company and our report dated March 27, 2014, expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
McLean, Virginia
March 27, 2014


Leidos Holdings, Inc. Annual Report 58

PART II


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of
Leidos, Inc.
Reston, Virginia
We have audited the internal control over financial reporting of Leidos, Inc. and subsidiaries (the “Company”) as of January 31, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 31, 2014, of the Company and our report dated March 27, 2014, expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
McLean, Virginia
March 27, 2014

Leidos Holdings, Inc. Annual Report 59

PART II


Item 9B.Other Information
None.



Leidos Holdings, Inc. Annual Report 60

PART III


Item 10.Directors, Executive Officers and Corporate Governance
For certain information required by Item 10 with respect to executive officers, see “Executive and Other Key Officers of the Registrant” at the end of Part I of this Annual Report on Form 10-K. For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the board of directors, and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions “Proposal 1–Election of Directors,” “Corporate Governance” and “Other Information” appearing in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
We have adopted a code of conduct that applies to our principal executive officer and our senior financial officers. A copy of our code of conduct is available on the Investor Relations section of our website free of charge at www.leidos.com by clicking on the links entitled “Investors” then “Corporate Governance” and then “Code of Conduct.” We intend to post on our website any material changes to or waivers from our code of business ethics. The information on our website is not incorporated by reference into and is not a part of this Annual Report on Form 10-K.
Item 11.Executive Compensation
For information required by Item 11 with respect to executive compensation and director compensation, see the information set forth under the captions “Compensation Discussion and Analysis,” “Executive Compensation” and “Corporate Governance” in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
For information required by Item 11 with respect to compensation committee interlocks and insider participation, see the information set forth under the caption “Corporate Governance” in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption “Other Information” in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
Information with respect to our equity compensation plans as of January 31, 2014 is set forth below:
Plan Category
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 
(c)
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
 
Equity compensation plans approved by security holders (1)
4,794,630
(2) 
$40.33
(3) 
14,866,660
(4) 
Equity compensation plans not approved by security holders (5)

  
  
(5) 
Total4,794,630
  $
(3) 
14,866,660
  
(1)
The following equity compensation plans approved by security holders are included in this plan category: the 2006 Equity Incentive Plan and the 2006 Employee Stock Purchase Plan.
(2)
Includes shares of Leidos common stock issuable pursuant to dividend equivalent rights and shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2006 Equity Incentive Plan. Does not include shares to be issued pursuant to purchase rights under the 2006 Employee Stock Purchase Plan.
(3)
Does not include shares of stock issuable pursuant to dividend equivalent rights, which will not require any payment upon issuance of those shares.

Leidos Holdings, Inc. Annual Report 61

PART III

(4)
Represents 11,093,671 shares of Leidos common stock under the 2006 Employee Stock Purchase Plan and 3,772,989 shares of Leidos common stock under the 2006 Equity Incentive Plan. The maximum number of shares initially available for issuance under the 2006 Employee Stock Purchase Plan was 2.3 million. The 2006 Employee Stock Purchase Plan provides for an automatic increase to the share reserve on the first day of each fiscal year beginning on February 1, 2007 in an amount equal to the lesser of (i) 2.3 million shares, (ii) two percent of the number of shares of Leidos common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number determined by the compensation committee of the board of directors. The 2006 Equity Incentive Plan was amended in June 2012 to provide that the maximum number of shares available for issuance thereunder is 12.5 million. Those shares (i) that are issued under the 2006 Equity Incentive Plan that are forfeited or repurchased at the original purchase price or less or that are issuable upon exercise of awards granted under the plan that expire or become unexercisable for any reason after their grant date without having been exercised in full, (ii) that are withheld from an option or stock award pursuant to a Company-approved net exercise provision, or (iii) that are not delivered to or are award shares surrendered by a holder in consideration for applicable tax withholding will continue to be available for issuance under the plan.
(5)
The Stock Compensation Plan and the Management Stock Compensation Plan have not been approved by security holders and are included in this plan category. These plans do not provide for a maximum number of shares available for future issuance.
Some of the principal features of the Stock Compensation Plan and the Management Stock Compensation Plan, together referred to as the Stock Compensation Plans, are summarized below, which summary is qualified in its entirety by the full text of the Stock Compensation Plans. Stockholder approval of the Stock Compensation Plans was not required.
Summary of the Stock Compensation Plans
The Stock Compensation Plans have been adopted to provide a long-term incentive to key employees by making deferred awards of shares of Leidos stock. All officers and employees are eligible to receive awards under the Stock Compensation Plan. However, only a select group of management and highly compensated senior employees are eligible to receive awards under the Management Stock Compensation Plan. We intend to limit participants of the Management Stock Compensation Plan to individuals that would permit the plan to be treated as a “top hat” plan under applicable Internal Revenue Service and Department of Labor Regulations.
The awarding authority (as appointed by our board of directors) designates those key employees receiving awards and the number of share units to be awarded. Each share unit generally corresponds to one share of stock, but the employee receiving an award of share units will not have a direct ownership interest in the shares of stock represented by the share units. We have established a trust which enables us to transfer shares of Leidos stock into the trust for purposes of funding the Stock Compensation Plans’ obligations. The trust, which is maintained by Vanguard Fiduciary Trust Company as trustee under a trust agreement between the trustee and us, is a special type of trust known as a rabbi trust. In order to avoid current taxation of awards under the Stock Compensation Plans, the trust must permit our creditors to reach the assets of the trust in the event of our bankruptcy or insolvency.
The awarding authority will establish a vesting schedule of not more than seven years for each award. Awards will generally vest 100% at the end of the fourth year following the date of award. The death of a participant or a change in control of us will result in full vesting of an award. A participant will forfeit any unvested portions of the account if the participant’s employment terminates for any reason other than death. We receive the benefit of forfeited amounts to satisfy future awards under the Stock Compensation Plans.
Participants of the Stock Compensation Plan receive a lump sum distribution of their awards in shares of stock once they become vested while participants of the Management Stock Compensation Plan receive a distribution of their awards in shares of stock following termination or retirement. Participants will be taxed on the value of any amounts distributed from the Stock Compensation Plans at the time of the distribution.
The day-to-day administration of the Stock Compensation Plans is provided by the nonqualified plans committee appointed by our board of directors. We have the right to amend or terminate the Stock Compensation Plans at any time and for any reason.

Leidos Holdings, Inc. Annual Report 62



Item 13.Certain Relationships and Related Transactions, and Director Independence
For information required by Item 13 with respect to certain relationships and related transactions and the independence of directors and nominees, see the information set forth under the caption “Corporate Governance” in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
Item 14.Principal Accounting Fees and Services
For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption “Audit Matters” in the 2014 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.


Leidos Holdings, Inc. Annual Report 63

PART IV

Item 15.Exhibits, Financial Statement Schedules
(a) Documents filed as part of the report:
1. Financial Statements
Our consolidated financial statements are attached hereto and listed on the Index to Consolidated Financial Statements set forth on page F-1 of this Annual Report on Form 10-K.
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not applicable or the required information is shown in our consolidated financial statements or the notes thereto.
3. Exhibits
Exhibit
Number
Description of Exhibit
2.1Distribution Agreement dated September 25, 2013. Incorporated by referenced to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
3.1Amended and Restated Certificate of Incorporation of Leidos Holdings, Inc. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
3.2Restated Bylaws of Leidos Holdings, Inc. Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
3.3Amended and Restated Certificate of Incorporation of Leidos, Inc. Incorporated by reference to Exhibit 3.3 to our Current Report on From 8-K filed with the SEC on October 1, 2013.
3.4Restated Bylaws of Leidos, Inc. Incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
4.1Indenture dated June 28, 2002 between Leidos, Inc. and JPMorgan Chase Bank, as trustee. Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K as filed on July 3, 2002 with the SEC. (SEC File No. 000-12771)
4.2First Supplemental Indenture, dated October 13, 2006, by and among Leidos, Inc., Leidos Holdings, Inc. and The Bank of New York Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K as filed on October 17, 2006 with the SEC. (SEC File No. 001-33072)
4.3Indenture dated as of December 20, 2010, among Leidos Holdings, Inc., Leidos, Inc., and The Bank of New York Mellon Trust Company, N.A. as Trustee. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K as filed on December 22, 2010 with the SEC.
10.1*Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.2*Leidos, Inc. Stock Compensation Plan.
10.3*Leidos, Inc.’s Management Stock Compensation Plan.
10.4*Leidos, Inc. Keystaff Deferral Plan.
10.5*Leidos, Inc.’s Key Executive Stock Deferral Plan.
10.6*Leidos Holdings, Inc.’s 2006 Employee Stock Purchase Plan.
10.7*Leidos, Inc.’s 401(k) Excess Deferral Plan.
10.8*Form of Stock Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan. Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009 as filed on December 9, 2009 with the SEC.

Leidos Holdings, Inc. Annual Report 64

PART IV

Exhibit
Number
Description of Exhibit
10.9*Form of Stock Award Agreement (Non-Employee Directors) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan. Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009 as filed on December 9, 2009 with the SEC.
10.10*Form of Nonstatutory Stock Option Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.11*Form of Nonstatutory Stock Option Agreement (Non-Employee Directors) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.12*Form of Performance Share Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2011 as filed on June 3 2011 with the SEC.
10.13*Form of Amendment to Performance Share Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan (for Performance Share Award Agreements entered into prior to March 22, 2012). Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2012 as filed on June 1, 2012 with the SEC.
10.14*Form of Restricted Stock Unit Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.15*Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.16*Form of Restricted Unit Award Agreement (Management) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
10.17*Form of Recoupment Policy and Non-Solicitation Acknowledgment and Agreement. Incorporated by reference to Exhibit 10.1 to Leidos Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2010 as filed on June 4, 2010 with the SEC.
10.18Amended and Restated Four Year Credit Agreement, dated March 11, 2011, among Leidos Holdings, Inc., as borrower, Leidos, Inc., as guarantor, Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, Morgan Stanley Bank, N.A., The Bank of Nova Scotia and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto. Incorporated by reference to Exhibit 10.1 to Leidos Holdings, Inc.’s Current Report on Form 8-K as filed on March 15, 2011 with the SEC.
10.19*Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Leidos Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2007 as filed on June 7, 2007 with the SEC (SEC File No. 001-33072).
10.20*Form of Severance Protection Agreement.
10.21*Employment Letter Agreement dated February 29, 2012, to John P. Jumper. Incorporated by reference to Exhibit 10.1 to Leidos Holdings, Inc.’s Current Report on Form 8-K/A as filed on March 2, 2012 with the SEC.
10.22*Stock Offer Letter dated February 29, 2012 to John P. Jumper. Incorporated by reference to Exhibit 10.2 to Leidos Holdings, Inc.’s Current Report on Form 8-K/A as filed on March 2, 2012 with the SEC.
10.23Deferred Prosecution Agreement between Leidos, Inc. and the U.S. Attorney’s Office for the Southern District of New York effective March 14, 2012. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 14, 2012 with the SEC.
10.24Administrative Agreement between Leidos, Inc. and the United States Army on behalf of the U.S. Government, dated August 21, 2012. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 21, 2012 with the SEC.
10.25Employee Matters Agreement dated September 25, 2013. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
10.26Tax Matters Agreement dated September 25, 2013. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.
10.27Transition Services Agreement dated September 25, 2013. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on October 1, 2013.

Leidos Holdings, Inc. Annual Report 65

PART IV

Exhibit
Number
Description of Exhibit
10.28Agreement, dated October 11, 2013, by and among Leidos Renewable Energy, LLC, Plainfield Renewable Energy Owner, LLC and Plainfield Renewable Energy Holdings, LLC. Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on December 10, 2013.
10.29††Confirmation, dated December 13, 2013, regarding Issuer Forward Repurchase Transaction between Leidos Holdings, Inc. and Bank of America, N.A.
21Subsidiaries of Registrants.
23.1Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Patent License and Assignment Agreement dated as of August 12, 2005 between Leidos, Inc. and VirnetX, Inc. Incorporated by reference to Exhibit 99.1 to Leidos Holdings, Inc.’s Annual Report on Form 10-K as filed on April 1, 2010 with the SEC.
99.2†Amendment No. 1 dated as of November 2, 2006 to Patent License and Assignment Agreement between Leidos, Inc. and VirnetX, Inc. Incorporated by reference to Exhibit 99.2 to Leidos Holdings, Inc.’s Annual Report on Form 10-K as filed on April 1, 2010 with the SEC.
99.3Amendment No. 2 dated as of March 12, 2008 to Patent License and Assignment Agreement between Leidos, Inc. and VirnetX, Inc. Incorporated by reference to Exhibit 99.3 to Leidos Holdings, Inc.’s Annual Report on Form 10-K as filed on April 1, 2010 with the SEC.
99.4†Professional Services Contract effective September 7, 1999 between Leidos, Inc. and In-Q-Tel, Inc. (f/k/a In-Q-It, Inc.). Incorporated by reference to Exhibit 99.4 to Leidos Holdings, Inc.’s Annual Report on Form 10-K as filed on April 1, 2010 with the SEC.
101Interactive Data File.
*Executive Compensation Plans and Arrangements
Confidential treatment has been granted with respect to certain portions of these exhibits.
††Confidential treatment has been requested with respect to certain portions of this exhibit.


Leidos Holdings, Inc. Annual Report 66



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Leidos Holdings, Inc.
By/s/    Mark W. Sopp        
Mark W. Sopp
Executive Vice President and Chief Financial Officer
Dated: March 27, 2014
Leidos, Inc.
By/s/    Mark W. Sopp        
Mark W. Sopp
Executive Vice President and Chief Financial Officer
Dated: March 27, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of Leidos Holdings, Inc. and Leidos, Inc., in the capacities and on the dates indicated.

SignatureTitleDate
/s/    John P. Jumper
Principal Executive Officer and
Chair of the Board
March 27, 2014
John P. Jumper
/s/    Mark W. SoppPrincipal Financial OfficerMarch 27, 2014
Mark W. Sopp
/s/    Kenneth P. SharpPrincipal Accounting OfficerMarch 27, 2014
Kenneth P. Sharp
/s/    David G. FubiniDirectorMarch 27, 2014
David G. Fubini
/s/    John J. HamreDirectorMarch 27, 2014
John J. Hamre
/s/    Miriam E. JohnDirectorMarch 27, 2014
Miriam E. John
/s/    Anita K. JonesDirectorMarch 27, 2014
Anita K. Jones
/s/    Harry M. J. Kraemer, Jr.DirectorMarch 27, 2014
Harry M. J. Kraemer, Jr.
/s/    Lawrence C. NussdorfDirectorMarch 27, 2014
Lawrence C. Nussdorf
/s/    Robert S. ShapardDirectorMarch 27, 2014
Robert S. Shapard
/s/    Noel B. WilliamsDirectorMarch 27, 2014
Noel B. Williams


Leidos Holdings, Inc. Annual Report 67



LEIDOS HOLDINGS, INC.
LEIDOS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page
CONSOLIDATED FINANCIAL STATEMENTS 
 
Leidos Holdings, Inc.
  
  
Consolidated Balance Sheets as of January 31, 2014December 29, 2017 and 2013December 30, 2016
  
Consolidated Statements of Income for each of the threefiscal years inended December 29, 2017 and December 30, 2016 and the 11-month period ended January 31, 20141, 2016
  
Consolidated Statements of Comprehensive Income for each of the threefiscal years inended December 29, 2017 and December 30, 2016 and the 11-month period ended January 31, 20141, 2016
  
Consolidated Statements of Stockholders’ Equity for each of the threefiscal years inended December 29, 2017 and December 30, 2016 and the 11-month period ended January 31, 20141, 2016
  
Consolidated Statements of Cash Flows for each of the threefiscal years inended December 29, 2017 and December 30, 2016 and the 11-month period ended January 31, 20141, 2016
  
Leidos, Inc.
 
Consolidated Balance Sheets as of January 31, 2014 and 2013
Leidos Holdings, Inc. and Leidos, Inc.

Financial statement schedules are omitted because they are not applicable or the required information is presented in the consolidated financial statements or the notes thereto.


Leidos Holdings, Inc. Annual Report F-1- 51




LEIDOS HOLDINGS, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors and Stockholders of
Leidos Holdings, Inc.
Reston, Virginia
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Leidos Holdings, Inc. and subsidiaries (the “Company”"Company") as of January 31, 2014December 29, 2017 and 2013, andDecember 30, 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the threefiscal years inended December 29, 2017 and December 30, 2016, and the 11-month period ended January 31, 2014. These1, 2016 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Company as of December 29, 2017, December 30, 2016, and the results of its operations and its cash flows for the fiscal years ended December 29, 2017 and December 30, 2016, and the 11-month period ended January 1, 2016, in conformity with accounting principles generally accepted in the United States of America.
We conducted our auditshave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of December 29, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.
Emphasis of Matter
As discussed in Note 1 to the consolidated financial statements, effective for the 11-month period ended January 1, 2016, the Company changed its fiscal year end from the Friday nearest the end of January to the Friday nearest the end of December. As a result of this change, the prior period was an 11-month transition period which began on January 31, 2015 and ended on January 1, 2016.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Leidos Holdings, Inc. and subsidiaries as of January 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 31, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 27, 2014, expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTEDeloitte & TOUCHETouche LLP
McLean, Virginia
March 27, 2014February 23, 2018
We have served as the Company's auditor since fiscal 2000.


Leidos Holdings, Inc. Annual Report F-2- 52


LEIDOS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


January 31
2014
2013 December 29,
2017

December 30,
2016
(in millions) (in millions)
ASSETS       
Current assets:       
Cash and cash equivalents$430

$735
 $390

$376
Receivables, net1,088

1,166
 1,831

1,657
Inventory, prepaid expenses and other current assets256

333
 453

348
Assets of discontinued operations20

1,383
Total current assets1,794

3,617
 2,674

2,381
Property, plant and equipment, net483

286
 232

259
Intangible assets, net94

178
 856

1,589
Goodwill1,704

1,704
 4,974
 4,622
Deferred income taxes15

12
Deferred tax assets 

16
Other assets72

78
 254

265
$4,162

$5,875
 $8,990

$9,132
LIABILITIES AND STOCKHOLDERS’ EQUITY   
LIABILITIES AND EQUITY    
Current liabilities:       
Accounts payable and accrued liabilities$716

$782
 $1,639

$1,427
Accrued payroll and employee benefits286

353
 487

483
Notes payable and long-term debt, current portion2


Liabilities of discontinued operations5

657
Dividends payable 17
 23
Income taxes payable 4
 21
Long-term debt, current portion 55

62
Total current liabilities1,009

1,792
 2,202

2,016
Notes payable and long-term debt, net of current portion1,331

1,295
Long-term debt, net of current portion 3,056

3,225
Deferred tax liabilities 220
 540
Other long-term liabilities227

170
 129

204
Commitments and contingencies (Notes 14, 17 and 18)
 
Commitments and contingencies (Notes 18, 21 and 22) 
 
Stockholders’ equity:       
Preferred stock, $.0001 par value, 10 million shares authorized and no shares issued and outstanding at January 31, 2014 and 2013


Common stock, $.0001 par value, 500 million shares authorized, 80 million and 86 million shares issued and outstanding at January 31, 2014 and 2013, respectively


Preferred stock, $.0001 par value,10 million shares authorized and no shares issued and outstanding at December 29, 2017, and December 30, 2016 


Common stock, $.0001 par value, 500 million shares authorized, 151 million and 150 million shares issued and outstanding at December 29, 2017, and December 30, 2016, respectively 


Additional paid-in capital1,576

2,110
 3,344

3,316
Retained earnings25

510
Accumulated other comprehensive loss(6)
(2)
Total stockholders’ equity1,595

2,618
Accumulated deficit (7)
(177)
Accumulated other comprehensive income (loss) 33

(4)
Total Leidos stockholders’ equity 3,370

3,135
Non-controlling interest 13
 12
Total equity 3,383
 3,147
$4,162

$5,875
 $8,990

$9,132

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-3- 53


LEIDOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME



Year Ended January 31
 2014
2013
2012
 (in millions, except per
share amounts)
Revenues$5,772

$6,469

$5,836
Costs and expenses:     
Cost of revenues5,006

5,564

5,351
Selling, general and administrative expenses442

469

543
Bad debt expense44

2


Intangible asset impairment charges51




Separation transaction and restructuring expenses65

11


Operating income (loss)164

423

(58)
Non-operating income (expense):     
Interest income15

9

5
Interest expense(83)
(93)
(114)
Other (expense) income, net(8)
8

5
Income (loss) from continuing operations before income taxes88

347

(162)
Income tax expense(4)
(23)
(73)
Income (loss) from continuing operations84

324

(235)
Discontinued operations (Note 2):     
Income from discontinued operations before income taxes140

329

486
Income tax expense(60)
(128)
(192)
Income from discontinued operations80

201

294
Net income$164

$525

$59
Earnings per share (Note 10):     
Basic:     
Income (loss) from continuing operations$0.98

$3.82

$(2.80)
Income from discontinued operations0.96

2.37

3.48
 $1.94

$6.19

$0.68
Diluted:     
Income (loss) from continuing operations$0.98

$3.82

$(2.80)
Income from discontinued operations0.96

2.37

3.48
 $1.94

$6.19

$0.68
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions, except per share amounts)
Revenues $10,170
 $7,043
 $4,712
Cost of revenues 8,923
 6,191
 4,146
Selling, general and administrative expenses 552
 334
 201
Bad debt expense 10
 3
 8
Acquisition and integration costs 102
 90
 
Asset impairment charges 
 4
 33
Restructuring expenses 37
 14
 4
Equity earnings of non-consolidated subsidiaries (13) (10) 
Operating income 559
 417
 320
Interest income 8
 10
 4
Interest expense (148) (96) (53)
Other (expense) income, net (26) (13) 84
Income from continuing operations before income taxes 393
 318
 355
Income tax expense (29) (72) (112)
Income from continuing operations 364
 246
 243
Discontinued operations:      
Loss from discontinued operations before income taxes 
 
 (1)
Loss from discontinued operations 
 
 (1)
Net income 364
 246
 242
Less: net (loss) income attributable to non-controlling interest (2) 2
 
Net income attributable to Leidos common stockholders $366
 $244
 $242
Earnings per share:      
Basic:      
Income from continuing operations attributable to Leidos common stockholders $2.41
 $2.39
 $3.33
Discontinued operations, net of taxes 
 
 (0.01)
Net income attributable to Leidos common stockholders $2.41
 $2.39
 $3.32
Diluted:      
Income from continuing operations attributable to Leidos common stockholders $2.38
 $2.35
 $3.28
Discontinued operations, net of taxes 
 
 (0.01)
Net income attributable to Leidos common stockholders $2.38
 $2.35
 $3.27

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-4- 54


LEIDOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


 Year Ended January 31
 2014 2013 2012
 (in millions)
Net income$164
 $525
 $59
Other comprehensive (loss) income, net of tax:     
Foreign currency translation adjustments
 (1) 8
Deferred taxes
 1
 (4)
Foreign currency translation adjustments, net of tax
 
 4
Reclassification of realized loss on settled derivative instruments to net income
 
 1
Deferred taxes
 
 (1)
Reclassification of realized loss on settled derivative instruments to net income, net of tax
 
 
Pension liability adjustments(6) 14
 (13)
Deferred taxes2
 (5) 5
Pension liability adjustments, net of tax(4) 9
 (8)
Total other comprehensive (loss) income, net of tax(4) 9
 (4)
Comprehensive income$160
 $534
 $55
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Net income $364
 $246
 $242
Other comprehensive income, net of taxes:      
Foreign currency translation adjustments 24
 (7) (1)
Unrecognized gain on derivative instruments 4
 14
 1
Pension liability adjustments 9
 (3) 3
Total other comprehensive income, net of taxes 37
 4
 3
Comprehensive income 401
 250
 245
Less: comprehensive (loss) income attributable to non-controlling interest (2) 2
 
Comprehensive income attributable to Leidos common stockholders $403
 $248
 $245

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-5- 55


LEIDOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY



 Shares Additional
paid-in
capital
 Retained
earnings
 Accumulated
other
comprehensive
loss
 Total
 Common
stock
 Preferred
stock
 
 (in millions, except for per share amounts)
Balance at January 31, 201190
 
 $2,090
 $408
 $(7) $2,491
Net income
 
 
 59
 
 59
Other comprehensive loss, net of tax
 
 
 
 (4) (4)
Issuances of stock (less forfeitures)2
 
 44
 
 
 44
Shares repurchased or retired or withheld for tax withholdings on vesting of restricted stock(7) 
 (175) (303) 
 (478)
Adjustments for income tax benefits from stock-based compensation
 
 (16) 
 
 (16)
Stock-based compensation (including discontinued operations of $30 million)
 
 85
 
 
 85
Balance at January 31, 201285
 
 2,028
 164
 (11) 2,181
Net income
 
 
 525
 
 525
Other comprehensive income, net of tax
 
 
 
 9
 9
Issuances of stock (less forfeitures)1
 
 24
 
 
 24
Shares repurchased or retired or withheld for tax withholdings on vesting of restricted stock
 
 (10) (12) 
 (22)
Cash dividends of $1.92 per common share
 
 
 (167) 
 (167)
Adjustments for income tax benefits from stock-based compensation
 
 (16) 
 
 (16)
Stock-based compensation (including discontinued operations of $31 million)
 
 84
 
 
 84
Balance at January 31, 201386
 
 2,110
 510
 (2) 2,618
Net income
 
 
 164
 
 164
Other comprehensive loss, net of tax
 
 
 
 (4) (4)
Issuances of stock (less forfeitures)
 
 33
 
 
 33
Shares repurchased or retired or withheld for tax withholdings on vesting of restricted stock(6) 
 (165) (154) 
 (319)
Cash dividends of $1.60 per common share
 
 
 (139) 
 (139)
Special cash dividend of $4.00 per share
 
 
 (356) 
 (356)
Adjustments for income tax benefits from stock-based compensation
 
 (11) 
 
 (11)
Stock-based compensation (including discontinued operations of $21 million)
 
 76
 
 
 76
Dividend received, net of contribution paid, from the spin-off of New SAIC
 
 269
 
 
 269
Spin-off of New SAIC
 
 (736) 
 
 (736)
Balance at January 31, 201480
 
 $1,576
 $25
 $(6) $1,595
  Shares of common stock Additional
paid-in
capital
 Accumulated deficit Accumulated
other
comprehensive
income (loss)
 Leidos Holdings, Inc. stockholders' equity Non-controlling interest Total
   
  (in millions, except for per share amounts)
Balance at January 30, 2015 74
 1,433
 (424) (11) 998
 
 998
Net income 
 
 242
 
 242
 
 242
Other comprehensive income, net of taxes 
 
 
 3
 3
 
 3
Issuances of stock (less forfeitures) 1
 7
 
 
 7
 
 7
Repurchases of stock and other (3) (118) 
 
 (118) 
 (118)
Dividends of $1.28 per common share 
 
 (95) 
 (95) 
 (95)
Adjustments for income tax benefits from stock-based compensation 
 1
 
 
 1
 
 1
Stock-based compensation 
 30
 
 
 30
 
 30
Balance at January 1, 2016 72
 1,353
 (277) (8) 1,068
 
 1,068
Net income 
 
 244
 
 244
 2
 246
Other comprehensive income, net of taxes 
 
 
 4
 4
 
 4
Issuances of stock (less forfeitures) 1
 36
 
 
 36
 
 36
Repurchases of stock and other 
 (24) 
 
 (24) 
 (24)
Dividends of $1.28 per share 
 
 (144) 
 (144) 
 (144)
Special cash dividend of $13.64 per share 
 (1,022) 
 
 (1,022) 
 (1,022)
Stock-based compensation 
 35
 
 
 35
 
 35
Stock issued for the IS&GS Business acquisition 77
 2,938
 
 
 2,938
 
 2,938
Equity interest acquired 
 
 
 
 
 10
 10
Balance at December 30, 2016 150
 3,316
 (177) (4) 3,135
 12
 3,147
Net income (loss) 
 
 366
 
 366
 (2) 364
Other comprehensive income, net of taxes 
 
 
 37
 37
 
 37
Issuances of stock (less forfeitures) 1
 16
 
 
 16
 
 16
Repurchases of stock and other 
 (31) 
 
 (31) 
 (31)
Dividends of $1.28 per share 
 
 (196) 
 (196) 
 (196)
Stock-based compensation 
 43
 
 
 43
 
 43
Adjustment to original purchase price allocation 
 
 
 
 
 3
 3
Balance at December 29, 2017 151
 $3,344
 $(7) $33
 $3,370
 $13
 $3,383

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-6- 56


LEIDOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS



 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash flows from operating activities of continuing operations:     
Net income$164
 $525
 $59
Income from discontinued operations(80) (201) (294)
Adjustments to reconcile net income to net cash provided by continuing operations:     
Depreciation and amortization81
 92
 88
Stock-based compensation55
 53
 55
Intangible asset impairment charges51
 
 
Bad debt expense44
 2
 
Restructuring charges, net17
 2
 
Net gain on sales and disposals of assets(8) (6) (27)
Other10
 4
 (1)
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, resulting from changes in: 
  
  
Receivables(67) 228
 (112)
Inventory, prepaid expenses and other current assets55
 (52) (52)
Deferred income taxes(38) 67
 (8)
Other assets19
 (10) (23)
Accounts payable and accrued liabilities(88) (695) 692
Accrued payroll and employee benefits(65) 26
 11
Income taxes receivable/payable43
 
 5
Other long-term liabilities2
 1
 7
Total cash flows provided by operating activities of continuing operations195
 36
 400
Cash flows from investing activities of continuing operations:     
Expenditures for property, plant and equipment(53) (39) (56)
Acquisitions of businesses, net of cash acquired of $0, $9 and $5 in fiscal 2014, 2013 and 2012, respectively(3) (483) (218)
Net proceeds (payments) for purchase price adjustments related to prior year acquisitions
 1
 (4)
Proceeds from sale of assets65
 2
 78
Net proceeds of cost method investments12
 
 2
Dividend received from the spin-off of New SAIC295
 
 
Contribution paid related to the spin-off of New SAIC(26) 
 
Other7
 
 (1)
Total cash flows provided by (used in) investing activities of continuing operations297
 (519) (199)
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Cash flows from operations:      
Net income $364
 $246
 $242
Income from discontinued operations 
 
 1
Adjustments to reconcile net income to net cash provided by continuing operations:      
Depreciation and amortization 336
 122
 41
Amortization of equity method investments 14
 
 
Stock-based compensation 43
 35
 30
Asset impairment charges 
 4
 33
Promissory note impairment 33
 
 
Gain on a real estate sale 
 
 (82)
Bad debt expense 10
 3
 8
Non-cash interest expense 12
 4
 1
Other 9
 (7) (3)
Change in assets and liabilities, net of effects of acquisitions and dispositions:      
Receivables (191) 123
 (19)
Inventory, prepaid expenses and other current assets (76) (98) (14)
Accounts payable and accrued liabilities 152
 (25) 102
Accrued payroll and employee benefits 8
 26
 5
Deferred income taxes and income taxes receivable/payable (151) 36
 81
Other long-term assets/liabilities (37) (20) (44)
Net cash provided by operating activities of continuing operations 526
 449
 382
Cash flows from investing activities:      
Payments for property, plant and equipment (81) (29) (27)
Acquisitions of businesses 
 25
 
Payments on accrued purchase price related to prior acquisition 
 
 (13)
Net proceeds from sale of assets 8
 3
 79
Proceeds from disposition of business 
 23
 27
Other 2
 4
 4
Net cash (used in) provided by investing activities of continuing operations (71) 26
 70

Leidos Holdings, Inc. Annual Report F-7- 57


LEIDOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS [CONTINUED]


 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash flows from financing activities of continuing operations:     
Payments on notes payable and long-term debt(152) (550) (1)
Payments for deferred financing costs(5) 
 
Payment from New SAIC for deferred financing costs5
 
 
Proceeds from real estate financing transaction38
 
 
Proceeds from debt issuance500
 
 
Distribution of debt to New SAIC(500) 
 
Sales of stock and exercises of stock options13
 19
 27
Shares repurchased or retired or withheld for tax withholdings on vesting of restricted stock(319) (22) (471)
Dividends payments(477) (165) 
Other3
 
 (2)
Total cash flows used in financing activities of continuing operations(894) (718) (447)
Decrease in cash and cash equivalents from continuing operations(402) (1,201) (246)
Cash flows from discontinued operations:     
Cash provided by operating activities of discontinued operations114
 308
 314
Cash (used in) provided by investing activities of discontinued operations(17) 42
 157
Cash used in financing activities of discontinued operations
 (4) (2)
Increase in cash and cash equivalents from discontinued operations97
 346
 469
Effect of foreign currency exchange rate changes on cash and cash equivalents
 
 1
Total (decrease) increase in cash and cash equivalents(305) (855) 224
Cash and cash equivalents at beginning of year735
 1,590
 1,366
Cash and cash equivalents at end of year$430
 $735
 $1,590
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Cash flows from financing activities:      
Payments of long-term debt (209) (277) (39)
Payments on real estate financing transaction 
 
 (8)
Proceeds from debt issuance 
 690
 
Payments for debt issuance and modification costs (4) (30) 
Proceeds from issuances of stock 13
 25
 6
Repurchases of stock and other (31) (24) (118)
Special cash dividend payment 
 (993) 
Dividend payments (198) (142) (93)
Other 
 
 1
Net cash used in financing activities of continuing operations (429) (751) (251)
Net increase (decrease) in cash, cash equivalents and restricted cash from continuing operations 26
 (276) 201
Cash flows from discontinued operations:      
Net cash used in operating activities of discontinued operations 
 
 (7)
Net cash (used in) provided by investing activities of discontinued operations 
 (1) 6
Net decrease in cash, cash equivalents and restricted cash from discontinued operations 
 (1) (1)
Net increase (decrease) in cash, cash equivalents and restricted cash 26
 (277) 200
Cash, cash equivalents and restricted cash at beginning of year 396
 673
 473
Cash, cash equivalents and restricted cash at end of year $422
 $396
 $673
See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-8- 58




LEIDOS, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
Leidos, Inc.
Reston, Virginia
We have audited the accompanying consolidated balance sheets of Leidos, Inc. and subsidiaries (the “Company”) as of January 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholder’s equity, and cash flows for each of the three years in the period ended January 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Leidos, Inc. and subsidiaries as of January 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 31, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 27, 2014, expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
McLean, Virginia
March 27, 2014


Leidos Holdings, Inc. Annual Report F-9



LEIDOS, INC.
CONSOLIDATED BALANCE SHEETS

 January 31
 2014 2013
 (in millions)
ASSETS   
Current assets:   
Cash and cash equivalents$430
 $735
Receivables, net1,088
 1,166
Inventory, prepaid expenses and other current assets256
 333
Assets of discontinued operations20
 1,383
Total current assets1,794
 3,617
Property, plant and equipment, net483
 286
Intangible assets, net94
 178
Goodwill1,704
 1,704
Deferred income taxes15
 12
Other assets72
 78
Note receivable from Leidos Holdings, Inc. (Note 8)1,137
 
 $5,299
 $5,875
LIABILITIES AND STOCKHOLDER’S EQUITY   
Current liabilities:   
Accounts payable and accrued liabilities$716
 $782
Accrued payroll and employee benefits286
 353
Notes payable and long-term debt, current portion2
 
Liabilities of discontinued operations5
 657
Total current liabilities1,009
 1,792
Notes payable and long-term debt, net of current portion1,331
 1,295
Note payable to Leidos, Holdings, Inc. (Note 8)
 22
Other long-term liabilities227
 170
Commitments and contingencies (Notes 14, 17 and 18)
 
Stockholders' equity:   
Common stock, $.01 par value, 10,000 shares authorized, 5,000 shares issued and outstanding at January 31, 2014 and 2013
 
Additional paid-in capital207
 233
Retained earnings2,531
 2,365
Accumulated other comprehensive loss(6) (2)
Total stockholders' equity2,732
 2,596
 $5,299
 $5,875

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-10



LEIDOS, INC.
CONSOLIDATED STATEMENTS OF INCOME

 Year Ended January 31
 2014
 2013
 2012
 (in millions)
Revenues$5,772
 $6,469
 $5,836
Costs and expenses:     
Cost of revenues5,006
 5,564
 5,351
Selling, general and administrative expenses442
 469
 543
Bad debt expense44
 2
 
Intangible asset impairment charges51
 
 
Separation transaction and restructuring expenses65
 11
 
Operating income (loss)164
 423
 (58)
Non-operating income (expense):     
Interest income19
 10
 5
Interest expense(83) (93) (119)
Other (expense) income, net(8) 8
 5
Income (loss) from continuing operations before income taxes92
 348
 (167)
Income tax expense(6) (23) (71)
Income (loss) from continuing operations86
 325
 (238)
Discontinued operations (Note 2):     
Income from discontinued operations before income taxes140
 329
 486
Income tax expense(60) (128) (192)
Income from discontinued operations80
 201
 294
Net income$166
 $526
 $56

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-11



LEIDOS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 Year Ended January 31
 2014 2013 2012
 (in millions)
Net income$166
 $526
 $56
Other comprehensive (loss) income, net of tax:     
Foreign currency translation adjustments
 (1) 8
Deferred taxes
 1
 (4)
Foreign currency translation adjustments, net of tax
 
 4
Reclassification of realized loss on settled derivative instruments to net income
 
 1
Deferred taxes
 
 (1)
Reclassification of realized loss on settled derivative instruments to net income, net of tax
 
 
Pension liability adjustments(6) 14
 (13)
Deferred taxes2
 (5) 5
Pension liability adjustments, net of tax(4) 9
 (8)
Total other comprehensive (loss) income, net of tax(4) 9
 (4)
Comprehensive income$162
 $535
 $52

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-12



LEIDOS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

 Shares of
common
stock
 Additional
paid-in
capital
 Retained
earnings
 Accumulated
other
comprehensive
loss
 Total
 (in millions, except for share amounts)
Balance at January 31, 20115,000
 $233
 $1,783
 $(7) $2,009
Net income
 
 56
 
 56
Other comprehensive loss, net of tax
 
 
 (4) (4)
Balance at January 31, 20125,000
 233
 1,839
 (11) 2,061
Net income
 
 526
 
 526
Other comprehensive income, net of tax
 
 
 9
 9
Balance at January 31, 20135,000
 233
 2,365
 (2) 2,596
Net income
 
 166
 
 166
Contribution paid related to the spin-off of New SAIC
 (26) 
 
 (26)
Other comprehensive loss, net of tax
 
 
 (4) (4)
Balance at January 31, 20145,000
 $207
 $2,531
 $(6) $2,732

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-13



LEIDOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash flows from operating activities of continuing operations:     
Net income$166
 $526
 $56
Income from discontinued operations(80) (201) (294)
Adjustments to reconcile net income to net cash provided by continuing operations:     
Depreciation and amortization81
 92
 88
Stock-based compensation55
 53
 55
Intangible asset impairment charges51
 
 
Bad debt expense44
 2
 
Restructuring charges, net17
 2
 
Net gain on sales and disposals of assets(8) (6) (27)
Other8
 3
 (1)
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, resulting from changes in: 
  
  
Receivables(67) 228
 (112)
Inventory, prepaid expenses and other current assets55
 (52) (52)
Deferred income taxes(38) 67
 (8)
Other assets19
 (10) (23)
Accounts payable and accrued liabilities(88) (695) 692
Accrued payroll and employee benefits(65) 26
 11
Income taxes receivable/payable43
 
 5
Other long-term liabilities2
 1
 7
Total cash flows provided by operating activities of continuing operations195
 36
 397
Cash flows from investing activities of continuing operations:     
Proceeds from note payable to Leidos Holdings, Inc.13
 
 
Payments on note payable to Leidos Holdings, Inc.(501) 
 
Expenditures for property, plant and equipment(53) (39) (56)
Acquisitions of businesses, net of cash acquired of $0, $9 and $5 in fiscal 2014, 2013 and 2012, respectively(3) (483) (218)
Net proceeds (payments) for purchase price adjustments related to prior year acquisitions
 1
 (4)
Proceeds from sale of assets65
 2
 78
Net proceeds of cost method investments12
 
 2
Contribution paid related to the separation of New SAIC(26) 
 
Other7
 
 (1)
Total cash flows used in investing activities of continuing operations(486) (519) (199)

Leidos Holdings, Inc. Annual Report F-14



 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash flows from financing activities of continuing operations:     
Proceeds from note payable to Leidos Holdings, Inc.
 244
 638
Payments on note payable to Leidos Holdings, Inc.
 (411) (1,079)
Payments on notes payable and long-term debt(152) (550) (1)
Payments for deferred financing costs(5) 
 
Payment from New SAIC for deferred financing costs5
 
 
Proceeds from real estate financing transaction38
 
 
Dividend payments
 (1) 
Other3
 
 (2)
Total cash flows used in financing activities of continuing operations(111) (718) (444)
Decrease in cash and cash equivalents from continuing operations(402) (1,201) (246)
Cash flows from discontinued operations:     
Cash provided by operating activities of discontinued operations114
 308
 314
Cash (used in) provided by investing activities of discontinued operations(17) 42
 157
Cash used in financing activities of discontinued operations
 (4) (2)
Increase in cash and cash equivalents from discontinued operations97
 346
 469
Effect of foreign currency exchange rate changes on cash and cash equivalents
 
 1
Total (decrease) increase in cash and cash equivalents(305) (855) 224
Cash and cash equivalents at beginning of year735
 1,590
 1,366
Cash and cash equivalents at end of year$430
 $735
 $1,590

See accompanying combined notes to consolidated financial statements.

Leidos Holdings, Inc. Annual Report F-15



LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Summary of Significant Accounting Policies:Policies
Nature of Operations and Basis of Presentation
Leidos Holdings, Inc. (“Leidos”) (formerly known as SAIC, Inc., a Delaware corporation ("Leidos") is a holding company whose direct 100%-owned subsidiary issubsidiaries and principal operating companies are Leidos, Inc. (formerly known as Science Applications International Corporation),and Leidos Innovations Corporation ("Leidos Innovations"). Leidos is a FORTUNE 500® science, engineering and information technology company focused on delivering sciencethat makes the world healthier, safer and technologymore efficient by providing services and solutions primarily in the areas of national security,defense, intelligence, civil and health and engineering to agencies ofmarkets. Leidos' domestic customers include the U.S. Department of Defense (DoD)("DoD"), the intelligence community,U.S. Intelligence Community, the U.S. Department of Homeland Security and("DHS"), the Federal Aviation Administration, the Department of Veterans Affairs, several other U.S. Government civil agencies and state and local government agencies,agencies. Leidos' international customers include foreign governments and customers across a variety of commercial markets.their agencies, primarily located in the United Kingdom, the Middle East and Australia. Unless indicated otherwise, references to the "Company," "we," "us" and "our" refer collectively to Leidos Holdings, Inc., Leidos, Inc., and its consolidated subsidiaries.

On September 27, 2013 (the "Distribution Date"), Leidos completed the spin-offAugust 16, 2016, a wholly-owned subsidiary of its technical services and enterprise information technology services business into an independent, publicly traded company named Science Applications International Corporation (“New SAIC”). The separation was effected through a tax-free distribution to Leidos' stockholders of 100% of the shares of New SAIC's common stock. On the Distribution Date, New SAIC's common stock was distributed, on a pro rata basis, to Leidos' stockholders of record as of the close of business on September 19, 2013, the record date. Each holder of Leidos common stock received one share of New SAIC common stock for every seven shares of Leidos common stock held on the record date. Prior to the Distribution Date, Leidos Holdings, Inc. merged with the Information Systems & Global Solutions business (the "IS&GS Business") of Lockheed Martin Corporation in a Reverse Morris Trust transaction. The acquired IS&GS Business was named SAIC,renamed Leidos Innovations Corporation. See "Note 2—Acquisitions" for further information. As a result of the Lockheed Martin transaction, the Company received a controlling interest in Mission Support Alliance, LLC ("MSA"), a joint venture with Jacobs Engineering Group, Inc. and Centerra Group, LLC. The Company has consolidated the financial results for MSA into its consolidated financial statements. The consolidated financial statements include the balances of all voting interest entities in which Leidos Inc.has a controlling voting interest ("subsidiaries") and a variable interest entity ("VIE") in which Leidos is the primary beneficiary. The consolidated balances of MSA, of which Leidos has a 47% interest, and the Company's variable interest entity are not material to the Company's consolidated financial statements for the periods presented. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.
During fiscal 2017, the Company completed its business reorganization, which resulted in identification of three reportable segments (Defense Solutions, Civil and Health). Additionally, the Company separately presents the costs associated with corporate functions as Corporate. The Company commenced operating and reporting under the new organizational structure effective the beginning of fiscal 2017. As a result of this change, prior year segment results and disclosures have been recast to reflect the new reportable segments (see "Note 20—Business Segments").
In December 2017, the U.S. government enacted the Tax Cuts and Jobs Act ("Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code. In January 2018, the SEC issued Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standard Codification ("ASC") 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is not complete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act (see "Note 16—Income Taxes").
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. The Company separately disclosed "Bad debt expense" and "Non-cash interest expense" on the consolidated statements of cash flows, which was named Science Applications International Corporation.previously aggregated in "Other" within operating cash flows.

Reporting Periods
On March 20, 2015, the Board of Directors approved the amendment and restatement of the bylaws of Leidos to change Leidos' year end from the Friday nearest the end of January to the Friday nearest the end of December.
As a result of this change, the spin-off,Company filed a Transition Report on Form 10-K for the assets, liabilities, results of operations and cash flows of New SAIC have been classified as discontinued operations for all periods presented. References to financial data are to the Company’s continuing operations, unless otherwise noted. See Note 2-Discontinued Operations for further information.
Immediately following the spin-off, Leidos effectuated a one-for-four reverse stock split of its shares of common stock, so that every four shares of Leidos common stock issued and outstanding were combined and converted into one share of Leidos common stock. Each reference to the number of shares outstanding or per share amounts has been adjusted to reflect the reverse stock split for all periods presented.
The consolidated financial statements of Leidos include the accounts of its majority-owned and 100%-owned subsidiaries, including Leidos, Inc. The consolidated financial statements of Leidos, Inc. include the accounts of its majority-owned and 100%-owned subsidiaries. Leidos does not have separate operations, assets or liabilities independent of Leidos, Inc., except for a note with Leidos, Inc. (the “related party note”),11-month period which began on which interest is recognized, and cash from the dividend paid by New SAIC that is held at Leidos for general corporate purposes, including dividend payments and share repurchases. From time to time Leidos issues stock to employees of Leidos, Inc. and its subsidiaries, which is reflected in Leidos' Consolidated Statements of Stockholders’ Equity and results in an increase to the related party note (see Note 8). All intercompany transactions and accounts have been eliminated in consolidation.
These Combined Notes to Consolidated Financial Statements apply to both Leidos and Leidos, Inc. As Leidos consolidates Leidos, Inc. for financial statement purposes, disclosures that relate to activities of Leidos, Inc. also apply to Leidos.
Reporting Periods
Unless otherwise noted, references to fiscal years are to fiscal years ended January 31, for fiscal 2013 and earlier periods, or fiscal years ended the Friday closest to January 31, for fiscal 2014 or later periods. For fiscal 2013, the Company’s fiscal quarters ended on the last calendar day of each of April, July and October. Effective in fiscal 2014, the Company changed its fiscal year to a 52/53 week fiscal year ending on the Friday closest to January 31, with fiscal quarters typically consisting of 13 weeks. Fiscal 2014 began on February 1, 20132015, and ended on January 31, 2014. The Company does not believe that the change in its fiscal year has a material effect on the comparability of the periods presented.1, 2016.


Leidos Holdings, Inc. Annual Report F-16- 59

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP)("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to estimated profitability of long-term contracts, indirect billing rates, allowances for doubtful accounts, inventories, fair value and impairment of intangible assets and goodwill, income taxes, estimated profitability of long-term contracts, pension benefits, stock-based compensation expense contingencies and litigation. Estimates and assumptionscontingencies. These estimates have been prepared by management on the basis of the most current and best available information at the time of estimation andinformation; however, actual results could differ materially from those estimates.
Separation Transaction and Restructuring Expenses

Restructuring expenses are incurred in connection with programs aimed at reducing the Company's costs and primarily include lease termination, vacancy costs and termination costs associated with headcount reduction.
In anticipationThe Company's restructuring actions include one-time involuntary termination benefits as well as certain contractual termination benefits or employee terminations under ongoing benefit arrangements. One-time involuntary termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria are met. Ongoing termination benefit arrangements are recognized as a liability at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. When the Company ceases using a facility but does not intend to or is unable to terminate the operating lease, the Company records a liability for the present value of the spin-offremaining lease payments, net of New SAIC from the Company, the Company initiated an overall spin-off program to align the Company’s cost structure for post-spin-off. During the year ended January 31, 2014, the Company reduced headcount, which resulted in severance costs, and reduced its real estate footprint by vacating facilitiesestimated sublease income, if any, that are not necessary for its future requirements, which resulted in lease termination and facility consolidation expenses, as reflected in the table below.

Separation transaction and restructuring expenses related to New SAIC, exclusive of any tax impacts, of $55 millioncould be reasonably obtained for the year ended January 31, 2014, and $28 million forproperty (even if the year ended January 31, 2013, respectively, were reclassified as discontinued operations. The separation transaction and restructuring expenses for continuing operations for fiscal 2014 and fiscal 2013 were as follows:
 Year Ended January 31
 2014 2013
 (in millions)
Strategic advisory services$7
 $1
Legal and accounting services2
 
Lease termination and facility consolidation expenses46
 2
Severance costs10
 8
Separation transaction and restructuring expenses in operating income65
 11
Less: income tax benefit(25) (4)
Separation transaction and restructuring expenses, net of tax$40
 $7

For the years ended January 31, 2014 and January 31, 2013, all separation transaction and restructuring expenses for continuing operations were in the Corporate and Other segment. The Company does not expectintend to incur significantsublease the facility for the remaining term of the lease). Costs associated with exit or disposal activities, including the related one-time and ongoing involuntary termination benefits, are reflected as "Restructuring expenses" on the consolidated statements of income. See "Note 4—Restructuring Expenses" for additional other separation transaction andinformation about the Company's restructuring expenses in fiscal 2015 related to the spin-off transaction.

Leidos Holdings, Inc. Annual Report F-17


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents the restructuring liability balance as of January 31, 2014, and summarizes the changes during the period attributable to costs incurred and charged to expense, costs paid or otherwise settled, and any adjustments to the liability:
 Severance Costs Lease Termination and Facility Consolidation Expenses Total
 (in millions)
Balance as of January 31, 2013$8
 $2
 $10
Charges10
 41
 51
Cash payments(17) (23) (40)
Balance as of January 31, 2014$1
 $20
 $21
activities.
Operating Cycle
The Company’sCompany's operating cycle for long-term contracts may be greater than one year and is measured by the average time intervening between the inception and the completion of those contracts. Contract-related assets and liabilities are therefore generally classified as current assets and current liabilities.
Business Combinations, Investments and Variable Interest Entities
Business Combinations
The accounting for business combinations requires the Company to make judgments and estimates related to the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities and contingencies assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with an acquisition.
Investments
Investments in entities and corporate joint ventures where the Company has a noncontrolling ownership interest representing less than 50% and over which the Company has the ability to exercise significant influence, are accounted for under the equity method of accounting whereby the Company recognizes its proportionate share of the entities' net income or loss and does not consolidate the entities' assets and liabilities.
Equity investments in entities over which the Company does not have the ability to exercise significant influence and whose securities do not have a readily determinable fair value are carried at cost or cost net of other-than-temporary impairments.

Leidos Holdings, Inc. Annual Report - 60

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Variable Interest Entities
The Company occasionally forms joint ventures and/or enters into arrangements with special purpose limited liability companies for the purpose of bidding and executing on specific projects. The Company analyzes each such arrangement to determine whether it represents a variable interest entity (VIE).VIE. If the arrangement is determined to be a VIE, the Company assesses whether it is the primary beneficiary of the VIE and is consequently required to consolidate the VIE.
In fiscal 2012, the Company entered into a fixed price agreement to provide engineering, procurement, and construction services to a special purpose limited liability company (Plainfield Renewable Energy LLC or "Plainfield") for a specific renewable energy project. The Company analyzed this arrangement and determined that Plainfield was a VIE. Prior to the third quarter of fiscal 2014, the VIE was not consolidated by the Company because the Company was not the primary beneficiary.
On October 11, 2013, the Company and Plainfield Renewable Energy Owner, LLC (“project owner”) entered into a consensual foreclosure agreement pursuant to which, the project owners agreed to transfer 100% of the equity interest of Plainfield Renewable Energy Holdings, LLC (“PRE Holdings”) to an indirect wholly owned subsidiary of Leidos in full satisfaction of certain secured obligations owed by the project owner to the Company. Plainfield is a wholly-owned subsidiary of PRE Holdings. As a result of the entry into the foreclosure agreement, the Company determined that it has the power to direct the activities of the VIE and has the right to receive benefits from or the obligation to absorb the losses of the VIE. Accordingly, the Company was deemed the primary beneficiary of the VIE, resulting in the consolidation of Plainfield as of October 11, 2013. See Note 3 - Acquisitions, for further information.
Revenue Recognition
The Company’sCompany's revenues are generated primarily from contracts with the U.S. Government, commercial customers and various international, state and local governments or from subcontracts with other contractors engaged in work with such customers. The Company performs under various types of contracts, which include firm-fixed-price, time-and-materials, fixed-price-level-of-effort, cost-plus-fixed-fee, cost-plus-award-fee, cost-plus-incentive-fee and cost-plus-incentive-feefixed-price-incentive fee contracts.
Firm-fixed-price contracts—Revenues and fees on these contracts that are system integration or engineering in nature are primarily recognized using the percentage-of-completion method of accounting utilizing the cost-to-cost

Leidos Holdings, Inc. Annual Report F-18


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

method. The completed contract method is utilized when reasonable and reliable cost estimates for a project can notcannot be made.
Time-and-materials contracts—Revenue is recognized on time-and-materials contracts based on the hours provided in performance under the contract multiplied by the negotiated contract billing rates, plus the negotiated contract billing rate of any allowable material and subcontract costs and out-of-pocket expenses.
Fixed-price-level-of-effort contracts (FP-LOE)("FP-LOE")—These contracts are substantially similar to time-and-materials contracts except they require a specified level of effort over a stated period of time. Accordingly, the Company recognizes revenue on FP-LOE contracts with the U.S. Government in a manner similar to time-and-materials contracts in which the Company measures progress toward completion based on the hours provided in performance under the contract multiplied by the negotiated contract billing rates, plus the negotiated contract billing rate of any allowable material costs and out-of-pocket expenses.
Cost-plus-fixed-fee contracts—Revenue is recognized on cost-plus-fixed-fee contracts with the U.S. Government on the basis of partial performance equal to costs incurred, plus an estimate of applicable fees earned as the Company becomes contractually entitled to reimbursement of costs and the applicable fees.
Cost-plus-award-fee/cost-plus-incentive fee contracts—Revenues and fees on these contracts with the U.S. Government are primarily recognized using the percentage-of-completion method of accounting most often based onusing the cost-to-cost method. The Company includes an estimate of the ultimate incentive or award fee to be received on the contract in the estimate of contract revenues for purposes of applying the percentage-of-completion method of accounting.
Fixed-price-incentive fee contracts ("FP-IF")—These contracts are substantially similar to cost-plus-incentive fee contracts recognized using the percentage-of-completion method of accounting except they require specified targets for cost and profit, price ceiling (but not a profit ceiling or floor), and profit adjustment formula. Under a FP-IF contract, the allowable costs incurred are eligible for reimbursement but are subject to a cost-share arrangement, which affects profitability. Generally, if costs exceed the contract target cost or are not allowable under the applicable regulations, the Company may not be able to obtain reimbursement for all costs and may have fees reduced or eliminated.
Revenues from services and maintenance contracts, notwithstanding contract type, are recognized over the term of the respective contracts as the services are performed and revenue is earned. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from the sale of manufactured products are recorded upon passage of title and risk of loss to the customer, which is generally upon delivery, provided that all other requirements for revenue recognition have been met.
The Company also uses the efforts-expended method of percentage-of-completion using measures such as labor dollars for measuring progress toward completion in situations in which this approach is more representative of the progress on the contract. For example, the efforts-expended method is utilized when there are significant amounts of materials or hardware procured for the contract that is not representative of progress on the contract. Additionally, the Company utilizes the units-of-delivery method under percentage-of-completion on contracts where separate units of output are produced. Under the units-of-delivery method, revenue is generally recognized when the units are delivered to the customer, provided that all other requirements for revenue recognition have been met.

Leidos Holdings, Inc. Annual Report - 61

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Company evaluates its contracts for multiple elements, and when appropriate, separates the contracts into separate units of accounting for revenue recognition. Revenues generated from product sales do not represent a material amount of the Company's total revenues.
The Company generally provides for anticipated losses on contracts by recording an expense during the period in which the losses are determined. Amounts billed and collected but not yet recognized as revenues under certain types of contracts are deferred. Contract costs incurred for U.S. Government contracts, including indirect costs, are subject to audit and adjustment through negotiations between the Company and government representatives. The Company has agreed uponCompany's indirect cost audits by the Defense Contract Audit Agency remain open for fiscal 2012 and settled indirect contract costs throughsubsequent fiscal 2007.years for Leidos, Inc. and for fiscal 2011 and subsequent fiscal years for Leidos Innovations. Revenues on U.S. Government contracts have been recorded in amounts that are expected to be realized upon final settlement.
Contract claims are unanticipated additional costs incurred but not provided for in the executed contract price that the Company seeks to recover from the customer. Such costs are expensed as incurred. Additional revenue related to contract claims is recognized when the amounts are awarded by the customer. Un-priced change orders are included in revenue when they are probable of recovery in an amount at least equal to the cost.
InOn certain situations, primarilycontracts where the Company is not the primary obligor on certain elements of a contract such as the provision of administrative oversight and/or management of government-owned facilities or logistical support services related to other vendors’vendors' products, the Company recognizes as revenue the net management fee

Leidos Holdings, Inc. Annual Report F-19


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

associated with the services and excludes from its income statement the gross sales and costs associated with the facility or other vendors’vendors' products.
Changes in Estimates on Contracts
Changes in estimates related to certain types oflong-term contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes.changes, with the exception of contracts acquired through the acquisition of the IS&GS Business (see "Note 2—Acquisitions"), where the adjustment is for the period commencing from the date of acquisition. Changes in these estimates can routinely occur over the contract performance period for a variety of reasons, including changes in contract scope, changes in contract cost estimates due to unanticipated cost growth or retirements of risk for amounts different than estimated, and changes in estimated incentive or award fees. Aggregate
Changes in estimates on contracts for the periods presented were as follows:
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions, except for per share amounts)
Net favorable impact to income from continuing operations before taxes $103
 $37
 $18
Impact on diluted EPS from continuing operations attributable to Leidos common stockholders $0.41
 $0.22
 $0.14
The increase in the changes in contract estimates decreased operating income by $21 million ($0.15 peron contracts from fiscal 2016 to fiscal 2017 is primarily due to completion of contracts or events which mitigated risk and due the finalization of award and incentive fees.
The impact on diluted share) for fiscal 2014 and increased operating income by, $19 million ($0.12 per diluted share) and $28 million ($0.20 per diluted share) for fiscal 2013 and fiscal 2012, respectively.
Receivables
The Company’s accounts receivable include amounts billed and currently dueEPS from customers and unbilled receivables, which consist of costs and fees billable upon contract completion or the occurrence of a specified event, substantially all of whichcontinuing operations attributable to Leidos common stockholders is expected to be billed and collected within one year. Unbilled receivables are stated at estimated realizable value. Since the Company’s receivables are primarily with the U.S. Government, the Company does not have a material credit risk exposure. Contract retentions are billed when the Company has negotiated final indirect rates with the U.S. Government and, once billed, are subject to audit and approval by government representatives. Consequently, the timing of collection of retention balances is outside the Company’s control. Based on the Company’s historical experience, the majority of retention balances are expected to be collected beyond one year and write-offs of retention balances have not been significant.
The Company extended deferred payment terms with original contractual maturities that may exceed one year to commercial customers related to certain construction projects. During fiscal 2014, the Company received a $25 million payment from a previously deferred payment on one construction project and recorded bad debt expense incalculated using the Company's consolidated statements of income of $41 million related to two different construction projects. In addition, approximately $105 million of the outstanding deferred payment term receivables were used to acquire PRE Holdings under the consensual foreclosure. As of January 31, 2014, the Company had outstanding receivables of $39 million related to one construction project with deferred payment terms, which is expected to be collected in fiscal 2015. When events or conditions indicate that amounts outstanding from customers may become uncollectible, an allowance is estimated and recorded.statutory tax rate.
Discontinued OperationsDivestitures
From time-to-time, the Company may dispose (or management may commit to plans to dispose) of strategic or non-strategic components of the business, whichbusiness. Divestitures representing a strategic shift in operations are reclassifiedclassified as discontinued operations for all periods presented. Non-strategic divestitures are not reclassified as discontinued operations and remain in continuing operations.

Leidos Holdings, Inc. Annual Report - 62

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Pre-contract and Transition Costs
Pre-contract Costs
Costs incurred on projects as pre-contract costs are deferred as assets (inventory,("Inventory, prepaid expenses and other current assets)assets") when the Company has been requested by the customer to begin work under a new arrangement prior to contract execution and it is probable that the Company will recover the costs through the issuance of a contract. When the formal contract has been executed, the costs are recorded to the contract and revenue is recognized.
Financial InstrumentsTransition Costs
The CompanyUnder certain services contracts, costs are incurred, usually at the beginning of the contract performance, to transition the services, employees and equipment from the customer or prior contractor. These costs are capitalized as deferred assets and amortized over the shorter of the contractual period of performance or expected period of performance, if recoverability is exposed to certain market risks which are inherent in certain transactions entered into during the normal course of business. These transactions include sales or purchase contracts denominated in foreign currencies, investments in equity securities and exposure to changing interest rates. The Company uses a risk management policy to assess and manage cash flow and fair value exposures. The policy permits the use of

Leidos Holdings, Inc. Annual Report F-20


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

derivative instruments with certain restrictions. The Company does not hold derivative instruments for trading or speculative purposes.deemed probable.
Fair Value of Financial InstrumentsMeasurements
The accounting standard for fair value measurements establishes a three-tierthree-level value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than the quoted prices in active markets for identical assets or liabilities that are observable either directly or indirectly or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data (e.g., discounted cash flow and other similar pricing models), which requires the Company to develop its own assumptions (Level 3).
The accounting guidance for fair value measurements requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value in earnings. The Company utilizes Level 2has not made fair value option elections on any of its financial assets and Level 3 inputs in testing assets for recoverability upon events or changes in circumstances that indicate the carrying value of those assets may not be recoverable.liabilities.
The fair value of financial instruments is determined based on quoted market prices, if available, or management’smanagement's best estimate. It is management’s belief that the carrying amounts of the Company’s financial instruments, which include cash equivalents and long-term investments in private equity securities, are reasonable estimates of their related fair values. Cash equivalents are recorded at historical cost which equals fair value based on quoted market prices (Level 1 input)estimate (see "Financial Instruments" below).
Management evaluates its investments for other-than-temporary impairment at each balance sheet date. When testing long-term investments for recovery of carrying value, the fair value of long-term investments in private equity securities is determined using various valuation techniques and factors such as, market prices of comparable companies (Level 2 input), discounted cash flow models (Level 3 input) and recent capital transactions of the portfolio companies being valued (Level 3 input). If management determines that an other-than-temporary decline in the fair value of an investment has occurred, an impairment loss is recognized to reduce the investment to its estimated fair value.
The Company's non-financial instruments measured at fair value (Levelon a non-recurring basis include goodwill, indefinite-lived intangible assets and long-lived tangible assets. The valuation methods used to determine fair value require a significant degree of management judgment to determine the key assumptions. As such, the Company generally classifies non-financial instruments as either Level 2 input).or Level 3 fair value measurements.
Financial Instruments
The Company is exposed to certain market risks which are inherent in certain transactions entered into during the normal course of business. These transactions include sales or purchase contracts denominated in foreign currencies, investments in equity securities and exposure to changing interest rates. The Company manages its risk to changes in interest rates through the use of derivative instruments.
For fixed rate borrowings, the Company uses variable interest rate swaps, effectively converting fixed rate borrowings to variable rate borrowings. These swaps are designated as fair value hedges. The fair value of long-term debt (see Note 7)these interest rate swaps is determined based on currentobserved values for underlying interest rates availableon the LIBOR yield curve (Level 2).
For variable rate borrowings, the Company uses fixed interest rate swaps, effectively converting a portion of the variable interest rate payments to fixed interest rate payments. These swaps are designated as cash flow hedges.

Leidos Holdings, Inc. Annual Report - 63

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The fair value of these interest rate swaps is determined based on observed values for debtthe underlying interest rates (Level 2).
The Company does not hold derivative instruments for trading or speculative purposes.
The Company's defined benefit plan assets consist of investments in pooled funds that contain investments with terms and maturities similar tovalues based on quoted market prices, but for which the Company’s existing debt arrangementspools are not valued on a daily quoted market basis (Level 2 and 3 inputs).
Cash and Cash Equivalents
The Company’sCompany's cash equivalents were primarily comprised of investments in several large institutional money market funds that invest primarily in bills, notes and bonds issued by the U.S. Treasury, U.S. Government guaranteed repurchase agreements fully collateralized by U.S. Treasury obligations, U.S. Government guaranteed securities and investment-grade corporate securities that have original maturities of three months or less, and bank deposits. There are no restrictionsdeposits, with original maturity of three months or less. The Company includes outstanding payments within "Cash and cash equivalents" and increases "Accounts payable and accrued liabilities" on the withdrawalconsolidated balance sheets. At December 29, 2017, and December 30, 2016, the Company included $169 million and $67 million, respectively, of the Company’s cashoutstanding payments within "Cash and cash equivalents. The Company's cash equivalents are recorded at historical cost, which equals fair value based on quoted market prices (Level 1 input as defined by the accounting standard for fair value measurements)."
Restricted Cash
The Company has restricted cash balances, primarily representing advances from a customer,customers that are restricted as to use for certain expenditures related to that customer’scustomer's contract. Restricted cash balances are included as "Inventory, prepaid expenses and other current assets" in the Company's consolidated balance sheets.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and accounts receivable. At January 31, 2014,Since the Company’s cash and cash equivalents bear both fixed and variable interest rates. Although credit risk is limited, the Company’sCompany's receivables are concentratedprimarily with its principal customers, which are the various agencies of the U.S. Government, and customers engaged in work for the U.S. Government, and to a lesser degree, commercial companies.
Investments
Investments in entities and corporate joint ventures where the Company has a noncontrolling ownership interest representing less than 50% and over which the Company has the ability to exercise significant influence, are accounted for under the equity method of accounting whereby the Company recognizes its proportionate share of the entities’ net income or loss and does not consolidate the entities’ assets and liabilities. Equity investments in

Leidos Holdings, Inc. Annual Report F-21


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

entities over which the Company does not have exposure to a material credit risk. Additionally, the abilityCompany is subject to exercise significant influencecredit risk related to its derivatives which is managed through the use of multiple counterparties with high credit standards.
Receivables
The Company's receivables include amounts billed and whose securities docurrently due from customers and amounts currently due from customers but are unbilled. Amounts billable are recognized at estimated realizable value and consist of costs and fees, substantially all of which are expected to be billed and collected generally within one year. Unbilled amounts also include rate variances that are billable upon negotiation of final indirect rates with the U.S. Government and, once billed, are subject to audit and approval by government representatives.
Contract retentions are billed upon contract completion, or the occurrence of a specified event, and when negotiation of final indirect rates with the U.S. Government is complete. Consequently, the timing of collection of retention balances is outside the Company's control. Based on the Company's historical experience, the majority of retention balances are expected to be collected beyond one year and write-offs of retention balances have not have a readily determinable fair value are carried at costbeen significant. When events or cost net of other-than-temporary impairments.conditions indicate that amounts outstanding from customers may become uncollectible, an allowance is estimated and recorded.
Inventories
Inventories are valued at the lower of cost or estimated net realizable value. Raw material inventory is valued using the average cost or first-in, first-out methods.method. Work-in-process inventory includes raw material costs plus labor costs, including fringe benefits and allocable overhead costs. FinishedThe majority of finished goods inventory consists of manufactured border, port and mobile security products and baggage scanning equipment. The Company evaluates inventory against historical and planned usage to determine appropriate provisions for obsolete inventory. For the years ended January 31, 2014 and January 31, 2013, the Company's inventory balance consisted primarily of inventoried costs relating to long-term contracts.
Property, Plant and Equipment
Purchases of property, plant and equipment as well as costs associated with major renewals and bettermentsimprovements are capitalized. Maintenance, repairs and minor renewals and bettermentsimprovements are expensed as incurred.
Construction in Progress (CIP)("CIP") is used to accumulate all costs for projects that are not yet complete. CIP balances are transferred to the appropriate asset account when the asset is capitalized and ready for its intended use.

Leidos Holdings, Inc. Annual Report - 64

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is recognized. Depreciation is recognized using the methods and estimated useful lives as follows:
 Depreciation method Estimated useful lives (in years)
Computers and other equipmentStraight-line or declining-balance 2-10
BuildingsStraight-line 20-40Not to exceed 40
Building improvements and leasehold improvementsStraight-line Shorter of useful life of asset or remaining lease term or 25
Office furniture and fixturesStraight-line or declining-balance 6-9
Electric generation facilityStraight-line25

Depreciation expense was $45 million, $55 million, and $56 million for fiscal 2014, 2013 and 2012, respectively.

The Company evaluates its long-lived assets for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount of the asset exceeds its estimated future undiscounted cash flows. Whenfair value.
Project Assets
Purchases of project assets are capitalized for specific contracts where delivery has not yet occurred or ownership is maintained by the carrying amountCompany over the life of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reducecontract. Project assets include enterprise software licenses, computers and significant material purchases on contracts. These project assets are relieved from the asset’s carrying amount to its estimated fair valuebalance sheet based on the present valuedifferent methodologies, including transfer of its estimated future cash flows (Level 2 under the accounting standard for fair value measurement).assets, amortization based on useful life and percentage of completion utilizing efforts expended method of revenue recognition.
Goodwill and Intangible Assets
Goodwill represents purchasethe excess of the fair value of consideration paidtransferred, plus the fair value of any non-controlling interests in a business combination that exceeds the values assigned toacquiree, over the fair value of the net assets acquired and liabilities assumed as of acquired businesses.the acquisition date. Goodwill is not amortized, but instead is tested annually for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenevertested more frequently if events or circumstances indicate that the carrying value may not be recoverable. The Company's policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. During fiscal 2017, the Company had five reporting units for the purpose of testing goodwill for impairment.
Goodwill is evaluated for impairment either under a qualitative assessment option or a two-step quantitative approach depending on the facts and circumstances of a reporting unit, including consideration of the excess of fair value over carrying amount in previous assessments and changes in business environment.
When performing a qualitative assessment, the Company considers factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other events relevant to the entity or reporting unit under evaluation to determine whether it is more likely orthan not that the fair value

Leidos Holdings, Inc. Annual Report F-22


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that a reporting unit’sunit's fair value is less than its carrying amount, a quantitative two-step goodwill impairment test is performed.
In evaluating the first step of the two-stepWhen performing a quantitative goodwill impairment test, the estimated fair value of each reporting unit carrying value is compared to its fair value. Goodwill is deemed impaired if, and the impairment loss is recognized for the amount by which, the reporting unit carrying value which includes the allocated goodwill. If the estimated fair value of a reporting unit is more than its carrying value, including allocated goodwill, no further analysis is required. If the estimated fair value of a reporting unit is less than its carrying value, including allocated goodwill, a second step is performed to compute the amount of the impairment by determining an implied fair value of goodwill. The implied fair value of goodwill is the residual fair value derived by deducting the fair value of a reporting unit’s identifiable assets and liabilities from its estimated fair value calculated in the first step. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the Company records an impairment loss equal to the difference.value.
The Company estimates the fair value of each reporting unit using both market and income approaches (Level 3 under3) when a quantitative analysis is performed. To determine the accounting standard for fair value measurement).of the reporting units, the outputs from both methods are equally weighted.
The market approach is a valuation technique where the fair value is calculated based on market prices realized from a detailed market analysisfair values of publicly tradedpublicly-traded companies that provide a reasonable basis of comparison for eachwith the reporting unit. Valuation ratios are selected that relate market prices to selected financial metrics from comparable companies. These ratios are applied after consideration of adjustments and weightings related to financial position, growth, volatility, working capital movement and other factors. Due to the fact that stock prices of comparable companies represent minority interests, the Company also considers an acquisition control premium to reflect the impact of additional value associated with a controlling interest.

Leidos Holdings, Inc. Annual Report - 65

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The income approach is a valuation technique where the fair value is calculated based on forecastedpresent value of future cash flows within the projection period discounted back to the present value with appropriate risk adjustedusing risk-adjusted discount rates, which represent the weighted-average cost of capital (WACC)("WACC") for each reporting unit. ThisDetermination of WACC includes assessing the cost of equity and debt capital as of the valuation date. In addition, a terminal value is developed for forecasted future cash flows beyond the projection period discounted back to the present value. The forecastforecasts used in the Company’s estimation of fair value wasare developed by management based on incorporating adjustments that reflect known business and market considerations.
EachThe goodwill impairment test process and valuation model is based upon certain key assumptions that require the exercise of significant judgment and assumptions including judgments for the use of appropriate financial projections, discounteconomic expectations, WACC, expected long-term growth rates, and WACC as well as using available market data. The goodwill impairment test process also requires managementSignificant changes to make significant judgmentsthese estimates and assumptions including revenue, profit, expected long-term growth ratescould adversely impact conclusions and cash flow forecasts, aboutactual future results may differ from the estimates. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units to which goodwill is assigned.when determining the carrying value of each reporting unit also requires judgment.
Intangible Assets
Acquired intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives.
Intangible assets with finite lives are being amortized over the following periods:
 Estimated useful lives (in years)
Program and contract intangibles6-11
Backlog1
Customer relationships5-108
Software and technology6-15
Other2-154-15
Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Intangible assets with indefinite lives are not amortized but are assessed for impairment at the beginning of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Leidos Holdings, Inc. Annual Report F-23


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Selling, General and Administrative Expenses
The Company classifies indirect costs incurred within or allocated to its U.S. Government customers as overhead (included in cost of revenues) or general and administrative expenses in the same manner as such costs are defined in the Company’sCompany's disclosure statements under U.S. Government Cost Accounting Standards.
Selling, general and administrative expenses include general and administrative, bid and proposal and internal research and development (IR&D)("IR&D") expenses.
The Company conducts research and development activities under customer-funded contracts and with company-funded IR&D funds. InFor fiscal 2014, 2013,2017, fiscal 2016 and 2012,the 11-month period ended January 1, 2016, company-funded IR&D expense was $45$42 million, $47$44 million and $74$29 million, respectively. Expenses for research and development activities performed under customer contracts are charged directly to cost of revenues for those contracts.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with the accounting standard for income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted.

Leidos Holdings, Inc. Annual Report - 66

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Company records net deferred tax assets to the extent that it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount or would no longer be able to realize its deferred income tax assets in the future as currently recorded, the Company would make an adjustment to the valuation allowance which would decrease or increase the provision for income taxes.
The provision for federal, state, foreign and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes.
The Company recognizes liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in its income tax expense.
Stock-Based Compensation
The Company recognizesaccounts for stock-based compensation at the grant date based on the fair value of all stock-based awards, including stock options, granted to employeesthe award and directors in exchange for servicesis recognized as compensation expense over the requisite service period, which is typicallygenerally the vesting period, net of an estimated forfeiture rate.
Special Cash Dividend
In March 2013, Leidos' boardThe fair value of directors declared a special cash dividend of $4.00 per share of Leidos common stock and paid an aggregate of $342 million on June 28, 2013 to stockholders of record on June 14, 2013. See Note 11-Stock Based Compensation, for further information regarding the modifications made to the Company’s outstanding stock options resulting from the special cash dividend. There were no modifications made to the Company’s vestingrestricted stock awards and performance-based stock awards as a resultis based on the closing price of the special dividend.Company's common stock on the date of grant.

The fair value of stock option awards granted is based on using the Black-Scholes-Merton option pricing model. The estimation of stock option fair value requires management to make estimates and judgments about, among other things, employee exercise behavior, forfeiture rates and the expected volatility of Leidos Holdings, Inc. Annual Report F-24common stock over the expected option term. These judgments directly affect the amount of compensation expense that will ultimately be recognized.


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency
The financial statements of consolidated international subsidiaries, for which the functional currency is not the U.S. dollar, are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate over the reporting period for revenues, expenses, gains and losses. Translation adjustments are recorded as accumulated other comprehensive income (loss) in stockholders’stockholders' equity. Transaction gainsGains and losses due to movements in foreign currency exchange rates, are recognized as "Other (expense) income, net" in the statementCompany's consolidated statements of income.
Accounting Standards Updates Adopted
In September 2011,During fiscal 2017, the FinancialCompany adopted the following Accounting Standards BoardUpdates ("FASB"ASU"):
In January 2017, the FASB issued ASU No. 2011-08:2017-04, Intangibles-Goodwill and Other (Topic 350) Testing: Simplifying the Test for Goodwill for Impairment. This standard allows companiesASU eliminates step two of the option to makegoodwill impairment test and simplifies how the amount of an initial qualitative evaluation, based on the entity’s events and circumstances, to determine the likelihood of goodwill impairment.impairment loss is determined. The results of this qualitative assessment determine whether it is necessary to perform the two-step quantitative impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a company would be required to perform the quantitative two-step impairment test. This guidanceupdate is effective for annualpublic companies in the beginning of fiscal year 2020 and interimshall be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed for fiscal years beginningon testing dates after December 15, 2011, with early adoption permitted.January 1, 2017. The Company adopted this guidance on February 1, 2012 and elected to use the optional initial qualitative evaluation for certain reporting units in our fiscal 2014 annual goodwill impairment assessment.
In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This standard requires additional disclosures about financial instruments (i.e. sales and repurchase agreements, securities borrowing and lending agreements) and derivative instruments that are either offset in accordance with existing accounting literature (i.e. ASC 21-20 or ASC 815-10) or subject to an enforceable master netting arrangement or similar agreement. The standard is effective for annual periods beginning after January 1, 2013, and interim periods within those annual periods. The provisions of ASU 2011-11 did not have a material effect on the Company's financial statement disclosures.
In July 2012, the FASB issued ASU No. 2012-02: Intangibles-Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment. This standard provides revised guidance to simplify the testing of indefinite-lived intangible assets for impairment. The standard now includes an option for a company to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. The standard is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted this standard in fiscal 2014 and continues to use the quantitative approach for testing impairment of indefinite-lived intangible assets.
In February 2013, the FASB issued ASU No. 2013-02: Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This standard requires that public companies present information about reclassification adjustments from accumulated other comprehensive income in their annual and interim financial statements in a single note or on the face of the financial statements. The standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company adopted this standard in fiscal 2014 and elected to disclose reclassification adjustments out of accumulated other comprehensive income in its combined notes to consolidated financial statements (see Note 9).

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740), This update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. In accordance with this Update, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The

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LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. An entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company elected to early adopt the provisions of ASU 2013-112017-04 prospectively in the first quarter of fiscal 2017 and itthe standard did not have a material effect on the Company's financial position, results of operations or cash flows.
During the fiscal years presented, the Company adopted various accounting standards issued by the FASB, none of which had a material effect on the Company's consolidated financial position, results of operations or cash flows.
Accounting Standards Updates Issued But Not Yet Adopted
In February 2013, the FASB issued ASU 2013-04: Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This standard requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the provisions of ASU 2013-04 to have a material effect on the Company's consolidated financial position, results of operations or cash flows..
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard applies to the release of the cumulative translation adjustment into net income when a parent either sells a part of or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments resolve the diversity in practice for the treatment of business combinations achieved in stages (i.e. step acquisitions) involving a foreign entity. The amendments in this are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the provisions of ASU 2013-05 to have a material effect on the Company's consolidated financial position, results of operations or cash flows.

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LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarification on when to apply modification accounting for a stock-based award to reduce diversity in practice. The update is effective for public companies in the beginning of fiscal year 2018 and shall be applied on a prospective basis. Early adoption is permitted for public business entities. The Company adopted the provisions of ASU 2017-09 prospectively in the second quarter of fiscal 2017 and the standard did not have a material effect on the Company's consolidated financial position, results of operations or cash flows.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU clarifies guidance in how certain cash receipts and cash payments are presented and classified on the statement of cash flows to reduce diversity in practice. The update is effective for public companies in the beginning of fiscal 2018. The amendments should be applied using a retrospective transition method to each period presented. For items that are impractical to apply the amendments retrospectively, they shall be applied prospectively as of the earliest date practicable. Early adoption is permitted. The Company early adopted the provisions of ASU 2016-15 in the third quarter of fiscal 2017, and the adoption did not have a material impact on the Company's consolidated statement of cash flows.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, arevised guidance that requires restricted cash and restricted cash equivalents to be included within beginning and ending total cash amounts reported in the consolidated statements of cash flows. The ASU requires disclosure of the nature of the restrictions on cash balances along with a reconciliation of the amount of cash and cash equivalents, as presented on the balance sheet, to the amount of cash, cash equivalents and restricted cash, as presented on the statement of cash flows. The update is effective for public companies in the beginning of fiscal year 2018, and should be applied on a retrospective basis. Early adoption is permitted. The Company early adopted the provisions of ASU 2016-18 in the third quarter of fiscal 2017.
As a result of adoption of this ASU, changes in restricted cash, which had previously been presented as operating activities, are now included within beginning and ending cash, cash equivalents and restricted cash balances on the consolidated statements of cash flows. Consequently, operating cash flows for fiscal 2017 and fiscal 2016 increased by $12 million and $3 million, respectively, with a corresponding increase in the total change in cash, cash equivalents and restricted cash for the respective periods. Operating cash flows for the 11-month period ended January 1, 2016, decreased $13 million, with a corresponding decrease in the total change in cash, cash equivalents and restricted cash (see "Note 19—Supplementary Cash Flow Information and Restricted Cash" for the disclosures required by this ASU).
Accounting Standards Updates Issued But Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). This ASU superseded all revenue recognition requirements in Topic 605 “Revenue Recognition” and industry-specific guidance throughout the Industry Topics of the codification. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this principle, an entity is required to identify the contract(s) with a customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract(s) and recognize revenue when (or as) the performance obligation is satisfied. The ASU also requires expanded disclosures to enable users of financial statements to understand the amount, timing risks and judgments related to revenue recognition and related cash flows, including how and when performance obligations are satisfied and the relationship between revenue recognized and changes in contract balances during a reporting period.
The Company will adopt this ASU in the beginning of fiscal 2018 using the modified retrospective method. This method requires recording the cumulative effect of adoption of this ASU as an adjustment to the beginning balance of retained earnings and not restating prior comparative periods, and also requires certain additional disclosures in the initial year of adoption.
As of December 29, 2017, the Company has substantially completed its evaluation of the impact of adoption of this ASU, including assessment of differences in the timing and/or method of revenue recognition for contracts, impact on business processes, systems and controls and the required disclosures. The Company is currently completing its

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




assessment of adoption of the ASU on the contract awards and modifications during the fourth quarter of fiscal 2017, and also finalizing system reports related to the new disclosures.
Based on the Company's current evaluation, Leidos does not expect the impact of adoption of ASC 606 to be material. The Company believes the timing of and amount of revenue recognition will largely remain consistent between the current revenue standard and ASC 606. For the majority of the Company's contracts, the Company will continue to recognize revenue over time because of the continuous transfer of control to the customer, using an input measure (e.g., cost incurred) to reflect progress. The Company currently expects that the impact of adoption of ASC 606 will primarily occur within certain contracts as a result of the identification of new performance obligations, and on contracts that currently use the units-of-delivery method of revenue recognition, which will convert to an over-time model from the current point-in-time model.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU will supersede the current lease guidance under ASC 840 and makes several changes, such as requiring an entity to recognize a right-of-use asset and corresponding lease obligation in the balance sheet, classified as financing or operating, as appropriate. The update is effective for public companies in the beginning of fiscal 2019 and should be adopted under the modified retrospective approach. Early adoption is permitted. The Company is evaluating the provisions of ASU 2016-02 and its impact on the Company's consolidated financial position, results of operations and cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU eliminates the requirement that a credit loss on a financial instrument be "probable" prior to recognition. Instead, a valuation allowance will be recorded to reflect an entity's current estimate of all expected credit losses, based on both historical and forecasted information related to an instrument. The update is effective for public companies in the beginning of fiscal 2020 and should be adopted using a modified-retrospective approach, which applies a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. A prospective approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date and loans and debt securities acquired with deteriorated credit quality. The guidance may be early-adopted for fiscal 2019. The Company is evaluating the provisions of ASU 2016-13 and its impact on the Company's consolidated financial position, results of operations and cash flows.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedge Activities. This ASU improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities. The update is effective for public companies in the beginning of fiscal 2019 and should be applied on a modified retrospective basis. Early adoption is permitted. The Company is evaluating the provisions of ASU 2017-12 and its impact on the Company's consolidated financial position, results of operations and cash flows.
Note 2—Discontinued Operations:Acquisitions
Fiscal Year 2014 Dispositions:The Company may acquire businesses as part of its growth strategy to provide new or enhance existing capabilities and offerings to customers. During fiscal 2016, the Company completed the acquisition of Lockheed Martin's IS&GS Business.
Lockheed Martin Transaction
On January 26, 2016, Leidos announced it had entered into a definitive agreement (as amended, the "Merger Agreement") with Lockheed Martin Corporation ("Lockheed Martin"); Abacus Innovations Corporation, a Delaware corporation and a wholly owned subsidiary of Lockheed Martin ("Splitco"); and Lion Merger Co., a Delaware corporation and, at the time of announcement, a wholly owned subsidiary of Leidos ("Merger Sub"), pursuant to which Leidos would combine with Lockheed Martin's realigned Information Systems & Global Solutions business in a Reverse Morris Trust transaction. In connection with the Merger Agreement, Lockheed Martin and Splitco entered into a Separation Agreement dated January 26, 2016 (as amended, the "Separation Agreement"), pursuant to which Lockheed Martin would separate the IS&GS Business from Lockheed Martin and transfer the IS&GS Business to Splitco. The transactions contemplated by the Merger Agreement and the Separation Agreement are referred to herein as the "Transactions."
On August 16, 2016, the acquisition date, the Company completed the Transactions. In the Transactions, among other steps, (i) Lockheed Martin transferred the IS&GS Business to Splitco; (ii) Lockheed Martin offered to Lockheed Martin stockholders the right to exchange all or a portion of their shares of Lockheed Martin common

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LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




stock for shares of Splitco common stock by way of an exchange offer (the "Distribution"); and (iii) Merger Sub merged with and into Splitco, with Splitco as the surviving corporation (the "Merger") and a wholly owned subsidiary of Leidos. Additionally, on the closing date of the Transactions, Splitco's name was changed to Leidos Innovations Corporation. Upon consummation of the Transactions, those Lockheed Martin stockholders who elected to participate in the exchange offer received approximately 77 million shares of Leidos common stock, which represented approximately 50.5% of the outstanding shares of Leidos common stock after consummation of the Transactions. Holders of Leidos shares prior to the transaction held the remaining 49.5% of the outstanding shares of Leidos common stock immediately after the closing.
Prior to the Distribution, Splitco incurred third-party debt financing in an aggregate principal amount of $1.8 billion and immediately thereafter, Lockheed Martin transferred the IS&GS Business to Splitco and Splitco made a special cash payment to Lockheed Martin of $1.8 billion.
In connection with the Transactions, Leidos incurred new indebtedness and assumed Splitco's indebtedness in the form of term loans in an aggregate principal amount of $690 million and $1.8 billion, respectively, and entered into a new $750 million senior secured revolving credit facility, which replaced its existing revolving credit facility. See "Note 12—Debt" for further information regarding the new debt incurred and the new senior revolving credit facility.
In conjunction with the Transactions, Leidos' Board of Directors declared a special dividend of $13.64 per share of Leidos common stock. Consequently, on August 22, 2016, the Company paid $993 million to stockholders of record as of August 15, 2016, and accrued $29 million of dividend equivalents with respect to outstanding equity awards. See "Note 15—Stock-Based Compensation" for further information regarding the modifications made to the Company's outstanding stock awards as a result of the special dividend.
As a result of the Transactions, membership on the Leidos Board of Directors was increased to 12 directors, in which three directors designated by Lockheed Martin were appointed to the board. A majority of the senior management of Leidos immediately prior to the consummation of the Transactions remained Leidos executive officers immediately after the Transactions. Leidos management determined that Leidos is the accounting acquirer in the Transactions based on the facts and circumstances noted within this section and other relevant factors.
The acquisition adds large, complex information technology ("IT") system implementation and operation experience and additional federal and international IT solutions and services work to the Leidos portfolio, providing more venues to sell value added services such as cybersecurity and analytics. As a result, the Company is more diversified in markets it serves and provides the Company the scale and access to markets intended to further growth.
The final purchase consideration for the acquisition of the IS&GS Business was as follows (in millions):
Value of common stock issued to Lockheed Martin stockholders(1)
$2,929
Equity consideration for replacement awards(2)
9
Working capital adjustments(3)
81
Purchase price$3,019
(1) Represents approximately 77 million new shares of Leidos common stock issued to those Lockheed Martin stockholders who elected to participate in the exchange offer, based on the Company's August 16, 2016, closing share price of $51.69, less the Leidos special cash dividend amount of $13.64, which the Lockheed Martin stockholders were not entitled to receive.
(2) Represents a portion of the $23 million total fair value of replacement equity-based awards attributable to the pre-Merger service period. The remaining $12 million, net of estimated forfeitures, will be recognized as stock-based compensation expense over the remaining requisite service period (see "Note 15—Stock-Based Compensation").
(3) In January 2018, the Company finalized its net working capital at $105 million. The additional $24 million was recorded as acquisition costs in the consolidated statements of income.


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LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The final fair values of the assets acquired and liabilities assumed at the date of the Transactions were as follows (in millions):
Cash$25
Receivables, net938
Inventory, prepaid expenses and other current assets73
Property, plant and equipment87
Intangible assets1,194
Other assets58
Accounts payable and accrued liabilities(733)
Accrued payroll and employee benefits(186)
Long-term debt, current portion(23)
Deferred tax liabilities(328)
Long-term debt, net of current portion(1,780)
Other long-term liabilities(45)
Total identifiable net liabilities assumed(720)
Non-controlling interest(13)
Goodwill3,752
Purchase price$3,019
During fiscal 2017, the Company recorded adjustments to finalize the fair value of acquired assets and liabilities assumed which resulted in a $337 million increase in goodwill. Significant changes included intangible assets, property, plant and equipment, deferred tax assets, other assets, accounts payable and accrued liabilities and deferred tax liabilities.
During fiscal 2017, the Company recognized cumulative catch-up adjustments related to valuation adjustments for equity method investments and property, plant, and equipment, which resulted in an increase of $7 million in amortization expense and an increase $7 million of depreciation expense, respectively. The Company recorded the cumulative catch-up adjustments to equity method investments within "Equity earnings of non-consolidated subsidiaries" and adjustments to depreciation within "Costs of revenues" and "Selling, general and administrative expenses" in the Company's consolidated statements of income.
Additionally, during fiscal 2017, the Company recorded a valuation adjustment to reflect the fair value of the non-controlling interest acquired. The fair value of $13 million was determined by calculating the present value of future cash flows for the non-controlling interest. Significant assumptions inherent in the valuation of the non-controlling interest include the estimated after-tax cash flows expected to be received and an assessment of the appropriate discount rate.
The goodwill represents intellectual capital and the acquired assembled work force, none of which qualify for recognition as a separate intangible asset. The value of goodwill has been allocated to the reporting units on a relative fair value approach (see "Note 6—Goodwill"). Of the total goodwill, $414 million is tax deductible.

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LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Company identified $1.2 billion of intangible assets, representing program and contract intangibles, backlog and software and technology. The fair value measurements were primarily based on significant inputs that are not observable in the market and represent a Level 3 measurement (see "Note 5—Fair Value Measurements"). The income approach was primarily used to value the intangible assets, consisting primarily of acquired program and contract intangibles and backlog. The income approach indicates value for an asset based on the present value of cash flow projected to be generated by the asset. Projected cash flow is discounted at a rate of return that reflects the relative risk of achieving the cash flow and the time value of money.
The following table summarizes the fair value of intangible assets acquired at the date of acquisition and the related weighted average amortization period:
  Weighted average amortization period Fair value
  (in years) (in millions)
Program and contract intangibles(1)
 9.7 $1,011
Backlog 1.8 157
Software and technology(1)
 4.6 26
Total 8.6 $1,194
(1) The weighted average amortization period is estimated based on the projected economic benefits associated with these assets. Refer to "Note 7—Intangible Assets" for additional information.
The Company incurred the following expenses related to the acquisition and integration of the IS&GS Business:
  12 Months Ended
  December 29,
2017
 December 30,
2016
  (in millions)
Acquisition costs $25
 $44
Integration costs 77
 46
Total acquisition and integration costs $102
 $90

On January 10, 2018, the final net working capital of the IS&GS Business as of the closing date of the Transactions was finally determined through a binding arbitration proceeding in accordance with the Separation Agreement with Lockheed Martin. As a result, $24 million was recorded as acquisition costs in the consolidated statements of income for fiscal 2017. On January 18, 2018, the final working capital adjustment amount of $105 million was paid to Lockheed Martin.


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LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Pro Forma Financial Information (unaudited)
The following pro forma financial information presents consolidated results of operations as if the acquisition had occurred on January 31, 2015. The pro forma financial information was prepared based on historical financial information and has been adjusted to give effect to the events that are directly attributable to the Transactions and factually supportable. The pro forma results below do not reflect future events that have occurred or may occur after the Transactions, including anticipated synergies or other expected benefits that may be realized from the Transactions. The pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had been completed on January 31, 2015, nor is it intended to be an indication of future operating results.
  12 Months Ended 11 Months Ended
(unaudited) December 30,
2016
 January 1,
2016
  (in millions, except for per share amounts)
Revenues $10,443
 $9,868
Income from continuing operations 340
 336
Income from continuing operations attributable to Leidos common stockholders 335
 331
Earnings per share:    
Basic $2.23
 $2.21
Diluted $2.20
 $2.19
The unaudited pro forma financial information above excludes acquisition-related costs of $44 million for fiscal 2016 and includes these costs within the 11-month period ended January 1, 2016 as a nonrecurring significant adjustment. This adjustment was made to account for certain costs incurred as if the Transactions had been completed on January 31, 2015.
Note 3—Divestitures
In April 2016, the Company's Civil segment disposed of a business that was primarily focused on providing design, build and heavy construction engineering services. The Company received cash proceeds of $23 million, resulting in a preliminary pre-tax gain on sale of $3 million. The major classes of assets and liabilities sold included $73 million of accounts receivable, net; $3 million of non-current assets and $63 million of accounts payable and accrued liabilities. In addition, the Company recorded a $6 million liability in connection with issuance of a performance guarantee on a contract and guarantee of collection of the accounts receivables transferred. The Company paid $1 million of selling costs related to the transaction. The Company recorded the pre-tax gain on sale in "Other (expense) income, net" in the Company's consolidated statements of income.
Plainfield Renewable Energy Holdings LLC
Plainfield Renewable Energy Holdings LLC ("Plainfield") is a 37.5 megawatt biomass-fueled power plant in Plainfield, Connecticut (the "plant"). In March 2015, the Company entered into a definitive Membership Interest Purchase Agreement (the "Agreement") to sell 100% of its equity membership interest in Plainfield. During the quarter ended July 3, 2015, further negotiations occurred related to the sale of Plainfield resulting in an approximate $29 million impairment charge. The Company adjusted the carrying values of Plainfield's assets to their fair values based on the estimated selling price of the business pursuant to the terms of the Agreement that was amended on July 17, 2015 (Level 1). The Company recorded these tangible asset impairment charges in "Asset impairment charges" in the Company's consolidated statements of income.
On July 24, 2015, the Company completed the sale of its equity interests in Plainfield for an aggregate consideration of $102 million, subject to certain adjustments, and contingent earn-out payments. The consideration received at closing consisted of a cash payment of $29 million (the "Closing Payment") and a secured promissory note for $73 million (the "Note"). The sale resulted in an immaterial deferred gain. In addition to the Closing Payment and the Note, the Company is eligible to receive certain contingent earn-out payments not to exceed $30 million. The Company will recognize any consideration for the contingent earn-out payments when received. In conjunction with the sale of the plant, the Company paid $2 million of the purchase price contingent consideration

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




accrued at January 30, 2015, based on the successful sale of the plant. The remaining accrued contingent consideration was released and not paid as the selling price did not meet the qualifications for the payment of the remaining contingent consideration.
The original maturity date of the Note is July 24, 2017 (the "Original Maturity Date"), with an option to extend the maturity date for three consecutive one-year periods. The annual interest rate of 6% will increase to 8% if the maturity date is extended beyond July 24, 2017, and will increase to 9% if extended beyond July 24, 2019. The first payment of accrued and unpaid interest was due January 24, 2016, with subsequent payments occurring every six months, including a portion of the principal balance. The note allows for a six-month deferral of certain payments due in January 2016 and July 2016. In January 2016 and July 2016, the Company was notified by the buyer that the interest payment due on January 24, 2016, would be deferred to the next payment date, and a portion of the principal payment due on July 24, 2016, would be deferred to the next payment due date.
During the quarter ended June 30, 2017, Plainfield exercised the first of three one-year term extension options available under the original credit agreement, thereby extending the maturity date of the Note to July 24, 2018. Concurrent with this extension, the interest rate on the Note increased from 6% to 8%. Also, during the quarter ended June 30, 2017, Leidos and Plainfield entered into an amendment to the Note allowing Plainfield to defer up to $4 million of the interest and principal payments due in July 2017 and January 2018 until July 2018. In consideration of this deferment, Leidos received certain concessions and releases from obligations under the original transaction documents.
The Company collected $6 million of principal and interest each year during fiscal 2016 and fiscal 2017. Payments under the Note are secured by a general security interest in the personal property of Plainfield, a pledge of the membership interests of Plainfield and a first mortgage on the real property that comprises the plant.
Subsequent to fiscal 2017, the Company entered into negotiations with the equity owners of Plainfield LLC regarding the Plainfield Recapitalization Plan ("Plan"). The proposed Plan envisions raising new equity combined with reduction of Plainfield's debt and, consequently, would cause impairment of Leidos' note receivable. 
The net realizable value of the Note, at December 29, 2017, is estimated to be approximately $40 million, compared to its carrying value of $73 million, including accrued interest. As a result, the Company recorded a $33 million impairment of its Note, which is presented within "Other (expense) income, net" in the Company's consolidated statements of income.
Prior to the divestiture of Plainfield, the Company received a cash grant of $80 million from the U.S. Treasury Department, which contains a recapture provision that could require the Company to repay funds to the Treasury in certain circumstances. As outlined in the amended Agreement, the buyer represents to the Company that it meets the definition of a qualified buyer in regards to the terms in the U.S. Treasury cash grant. During the remaining recapture period, which ends in December 2018, the buyer and any following acquired companies, including any transferred membership interests to these companies, is contractually obligated to remain a qualified buyer, and the buyer shall cause any transferee of the plant permitted under the Agreement to enter into a written agreement to be jointly liable for any recapture event. In addition, the buyer and any continuing membership interests to acquired companies shall operate the plant as an "open-loop biomass" facility in accordance with Section 1603 of the cash grant, timely file all reports related to Section 1603 and indemnify the Company for any liabilities incurred that may arise if these obligations are breached. Based on the indemnification in the Agreement, and since the onus is on the buyer to comply with the conditions of the grant, the Company has deemed a recapture event not probable; therefore, has not recorded a liability associated with a potential recapture of the grant.
Separation of New SAIC

As discussed in Note 1, theThe Company completed the spin-off of New SAIC on September 27, 2013. In anticipation of this spin-off, the Company entered into a credit agreement in June 2013 as a guarantor that consisted of a unsecured term credit facility of $500 million with New SAIC as the borrower. New SAIC was a subsidiary of Leidos prior to the separation date. On September 26, 2013, New SAIC borrowed $500 million under this term credit facility which was unconditionally guaranteed by the Company. The Company was released from its guaranty on September 27, 2013, the completion date of the separation transaction. At separation, New SAIC made a $295 million dividend payment to Leidos and reimbursed Leidos, Inc. $5 million for financing costs previously advanced to New SAIC to secure the revolving and term credit facility, and Leidos, Inc. made a $26 million capital contribution to New SAIC.


Leidos Holdings, Inc. Annual Report F-26


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The spin-off was made pursuant to the terms of a Distribution Agreement and several other agreements entered into between the Company and New SAIC on September 25, 2013. These agreements set forth, among other things, the principal actions needed to be taken in connection with the separation and govern certain aspects of the relationship between the Company and New SAIC following the separation. These agreements generally provide with certain exceptions, that each party is responsible for its respective assets, liabilities and obligations, including employee benefits, insurance and tax related assets and liabilities, whether accrued or contingent, except that unknown liabilities will be shared between the parties in certain circumstances. The agreements also describe the party’sparty's commitments to provide each other with certain services for a limited time to help ensure an orderly transition. The agreements also include the

Leidos Holdings, Inc. Annual Report - 74

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




treatment of existing contracts, proposals, and teaming arrangements where New SAIC will jointly perform work after separation on Leidos contracts. While the Company is a party to the Distribution Agreement and the ancillary agreements, the Company has determined that it does not have significant continuing involvement in the operations of New SAIC, nor does the Company expect significant continuing cash flows from New SAIC. Brief descriptions of agreements associated with the spin-off are provided below.

Distribution Agreement

The Distribution Agreement provides for the allocation, transfer and assumption of assets and liabilities among New SAIC and Leidos. Pursuant to the agreement, subject to certain exceptions, the Company and New SAIC released the other from claims against each other that arise out of or relate to events, circumstances, or actions occurring or failing to occur or any conditions existing at or prior to the time of distribution. In addition, the Company and New SAIC agreed to indemnify each other against breaches of this agreement and certain liabilities in connection with their respective businesses.

Employee Matters Agreement

The Employee Matters Agreement contains agreements as to certain employment, compensation and benefits matters. The Employee Matters Agreement provides for the allocation and treatment of assets and liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs, and certain other employment matters. Generally, New SAIC assumed or retained liabilities relating to New SAIC’s employees and the Company assumed or retained liabilities relating to the Company’s employees. The Employee Matters Agreement also provides for the adjustment of outstanding equity awards to reflect the spin-off and the one-for-four reverse stock split of the Company’s shares.

Tax Matters Agreement

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of the Company and New SAIC after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. As a former subsidiary of the Company, New SAIC has (and will continue to have following the spin-off) joint and several liability with the Company to the IRS for the consolidated U.S. federal income taxes of the Company consolidated group relating to the taxable periods in which New SAIC was part of that group. However, the Tax Matters Agreement specifies the portion, if any, of this tax liability for which New SAIC bears responsibility, and the Company agrees to indemnify New SAIC against any amounts for which New SAIC is not responsible.

Transition Services Agreement

Under the Transition Services Agreement, the Company or its affiliates will provide New SAIC, and New SAIC or its affiliates will provide the Company, with certain services for a limited time to help ensure an orderly transition following the distribution. Under the Transition Services Agreement, the Company and New SAIC will provide each other certain services, including information technology, financial, telecommunications, benefits support services and other specified services, on a transitional basis. The Company expects that these services will be provided at cost, and these services are planned to extend for a period of six to eighteen months in most circumstances.




Leidos Holdings, Inc. Annual Report F-27


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Master Transitional Contracting Agreement

The legal transfer of government contracts to New SAIC will occur through a novation process and commercial, including state and local, contracts will be transferred by assignment to New SAIC. The Master Transitional Contracting Agreement governs the relationship between the Company and New SAIC pending novation and assignment of contracts to New SAIC and addresses the treatment of existing contracts, proposals, and teaming arrangements where both companies will jointly perform work after separation. Joint contracts entered into post separation will be treated as traditional prime and subcontractor relationships.

The operating results of activities related to the Company's distribution agreement with New SAIC through the Distribution Date, which have been classified as discontinued operations, for the periods presented were as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Revenues$2,712
 $4,683
 $4,632
Costs and expenses:

 

 

Cost of revenues2,447
 4,230
 4,157
Selling, general and administrative expenses42
 65
 63
Bad debt expense

2

1
Separation transaction and restructuring expenses55
 28
 
Operating income$168
 $358
 $411

  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Revenues $10
 $14
 $17
Cost of revenues 10
 14
 17
Operating income $
 $
 $
The major classes of assets and liabilities included in discontinued operationsoperating results through the Distribution Date related to the spin-offdate of New SAIC are presented in the table below:
 January 31,
2013
 (in millions)
Cash and cash equivalents$1
Receivables, net717
Inventory, prepaid expenses and other current assets101
Total current assets819
Property, plant and equipment, net29
Intangible assets, net6
Goodwill491
Deferred income taxes2
Other assets1
Total assets1,348
Accounts payable and accrued liabilities461
Accrued payroll and employee benefits185
Notes payable and long-term debt1
Total current liabilities647
Non-current liabilities
Total liabilities$647




Leidos Holdings, Inc. Annual Report F-28


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Fiscal Year 2014 Dispositions

From time-to-time, the Company may dispose or management may commit to plans to dispose of non-strategic components of the business, which are reclassified as discontinued operations for all periods presented. The fiscal 2014 other dispositions were historically included in the Company's National Security Solutions segment.
In August 2013, the Company committed to plans to dispose of a business primarily focused on technology used to detect if an individual is concealing explosive devices or other hidden weapons.
In November 2013, the Company sold a certain component of our business, focused on machine language translation, resulting in an insignificant gain.

In January 2014, the Company committed to plans to dispose of Cloudshield Technologies, Inc. ("Cloudshield"), previously acquired in fiscal 2011, which is focused on producing a suite of cybersecurity hardware and associated software and services.

Fiscal Year 2013 Dispositions:
The Company sold certain components of its business, which were historically included in the Company’s Health and Engineering segment, primarily focused on providing operational test and evaluation services to U.S. Government customers. The Company received net proceeds of $51 million resulting in a gain on sale before income taxes of $17 million related to this sale.

Fiscal Year 2012 Dispositions:
In order to better align its business portfolio with its strategy, the Company sold certain components of its business, which were historically included in the Company’s Health and Engineering segment, primarily focused on providing information technology services to international oil and gas companies. The Company received net proceeds of $167 million resulting in a gain on sale before income taxes of $111 million related to this sale.
The pre-sale operating resultsdisposal of the Company's discontinued operations, discussed above, excluding the spin-off of New SAIC, for each offiscal 2017, fiscal 2016 and the three years11-month period ended January 31, 20141, 2016, were as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Revenues$16
 $77
 $189
Costs and expenses:

 

 

Cost of revenues18
 65
 153
Selling, general and administrative expenses24
 50
 56
Intangible asset impairment charges2

6

18
Operating loss$(28) $(44) $(38)

Operating loss from discontinued operations also includes other activity that is immaterial and not reflected in the table above.

immaterial.
The major classes of assets and liabilities included in discontinued operations through the date of disposal not includingfor the spin-off of New SAIC,periods presented are immaterial for disclosure purposes.
Note 4—Restructuring Expenses
IS&GS Business Acquisition
After the acquisition of the IS&GS Business, the Company began an initiative to align its cost structure, which includes optimization of its real estate portfolio by vacating certain facilities and consolidating others, and by reducing headcount.
The restructuring expenses related to this program were as follows:
  12 Months Ended
  December 29,
2017
 December 30,
2016
  (in millions)
Severance costs $18
 $10
Lease termination expenses 19
 2
Restructuring expenses related to the IS&GS Business in operating income $37
 $12
These restructuring expenses have been recorded within Corporate and presented separately within "Restructuring expenses" on the consolidated statements of income.

Leidos Holdings, Inc. Annual Report F-29- 75

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 3—Acquisitions:
The Company acquires businesses as part of its growth strategyrelated restructuring liability related to provide new or enhance existing capabilities and offerings to customers. The Company completed acquisitions during each of the years presented, which individually and in the aggregate were not considered significant business combinations in the year acquired.
Acquisition information for the years presentedthis program was as follows:
 Year Ended January 31
 2014 2013 2012
 ($ in millions)
Number of acquisitions1
 1
 2
Purchase consideration (paid and accrued)$111
 $505
 $223
  Severance Costs Lease Termination Expenses Total
  (in millions)
Balance as of January 1, 2016 $
 $
 $
Charges 10
 2
 12
Cash payments (3) (1) (4)
Balance as of December 30, 2016 7
 1
 8
Charges 18
 19
 37
Cash payments (20) (16) (36)
Balance as of December 29, 2017 $5
 $4
 $9
The following table summarizesCompany expects the remainder of the restructuring liability to be substantially settled within one year.
Note 5—Fair Value Measurements
The Company's financial assets measured on a recurring basis at fair value consisted of the following:
  December 29, 2017 December 30, 2016
  Carrying value Fair value Carrying value Fair value
  (in millions)
Derivatives $37
 $37
 $29
 $29
The Company's derivatives consisted of the fair value (preliminary or final) of goodwillinterest rate swaps on its $450 million fixed rate 4.45% senior secured notes maturing in December 2020, and intangible assets acquired at the date of acquisition as well as the components and weighted average useful livescash flow interest rate swaps on $1.5 billion of the intangible asset:
 2014 2013 2012
 ($ in millions)
Goodwill:     
Tax deductible goodwill$
 $
 $30
Non-tax deductible goodwill
 395
 135
Identifiable intangible assets:     
Customer relationships (finite-lived)$
 $62
 $28
Other (finite-lived)3
 10
 1
Weighted average lives of finite-lived intangibles:     
Customer relationships
 5 years
 5 years
Other12 years
 1 year
 3 years
All finite-lived intangible assets12 years
 4 years
 5 years
Plainfield Renewable Energy Holdings LLC
As described in Note 1, the Company became the primary beneficiary of Plainfield on October 11, 2013, (the "transaction"Company's variable rate senior secured term loans (see "Note 11—Derivative Instruments") which required the consolidation of the VIE. The Company also determined that Plainfield met the definition of a business and as such is gaining control of 100% of PRE Holdings equity through the consensual foreclosure agreement which constituted a change in control accounted for as a business combination.
The Plainfield Renewable Energy Project involves the design, construction, and financing of a 37.5 megawatt biomass-fueled power plant in Plainfield, Connecticut (the plant). Connecticut Light & Power will purchase approximately 80% of the power produced by the plant based on a 15 years off-take agreement, utilizing the plant's status as a renewable power source. In addition, there are fuel supply agreements with initial terms of 5 to 15 years and minimum purchase requirements either at prevailing market prices or a set price plus a CPI index.
The project was partially financed by the Company’s provision of extended payment terms for certain of its services performed on the project and, at the time of this transaction, the Company had a receivable of $137 million due from Plainfield. The remainder of the project was financed by the Carlyle Group with two secured notes aggregating $148 million, which these notes were assumed by the Company as part of consensual foreclosure. On December 16, 2013, the Company entered into an Early Payoff Agreement with the Carlyle Group to settle the two secured notes totaling $152 million in principal and paid an aggregate of $165 million to fully satisfy its obligation to Carlyle which included principal and interest due on the notes as well as an early termination fee plus an additional interest payment. See Note 7 - Notes Payable and Long-Term Debt, for further information.

Leidos Holdings, Inc. Annual Report F-30


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At the time the Company became the primary beneficiary of Plainfield, the Company measured the assets acquired and liabilities assumed at their fair values. The value also contemplated that an energy plant placed into service prior to December 31, 2013, which would allow the Company to apply for a 1603 Cash Grant. The plant was placed into service prior to December 31, 2013 and the Company has subsequently applied for a 1603 Cash Grant. As a result of the transaction, the Company recorded a $32 million loss in the third quarter of fiscal 2014 recorded as bad debt expense in the Company's consolidated statements of income. This was the result of the difference between the estimated fair value of the plant in comparison tofair value interest rate swaps and cash flow interest rate swaps is determined based on observed values for underlying interest rates on the LIBOR yield curve and the underlying interest rate, respectively (Level 2 inputs).
The carrying amounts of the Company's financial instruments, other than derivatives, which include cash equivalents, accounts receivable, accounts payable and accrued expenses, are reasonable estimates of their related fair values. The carrying value of the Company's deferred payment term receivables forgivennotes receivable (see "Note 3—Divestitures" and "Note 18—Leases") of $63 million and $92 million as of December 29, 2017, and December 30, 2016, respectively, approximates fair value as the datestated interest rates within the agreements are consistent with the current market rates used in notes with similar terms in the market (Level 2 inputs).
As of December 29, 2017, and December 30, 2016, the transaction. In addition, therefair value of debt was $3.2 billion and $3.3 billion, respectively, and the carrying amount was $3.1 billion and $3.3 billion, respectively (see "Note 12—Debt"). The fair value of long-term debt is contingent consideration of approximately $3 million remaining as of January 31, 2014, of which $2 million will be paiddetermined based on current interest rates available for debt with terms and maturities similar to the earlier of November 2015 or the successful sale of the plant and the remainder will be paid solely upon the successful sale of the plant.Company's existing debt arrangements (Level 2inputs).
The aggregate purchase consideration thatAt December 29, 2017, the Company exchangeddid not have any assets or liabilities measured at fair value on a non-recurring basis. At December 30, 2016, the Company had non-financial instruments measured at fair value on a non-recurring basis in connection with the acquisition of Lockheed Martin's IS&GS Business. Refer to "Note 2—Acquisitions" for PRE Holdings is as follows (in millions):
Forgiveness of accounts receivable (net of $32 million bad debt expense)$105
Contingent consideration6
Total purchase consideration$111
The estimatedthe final fair values of the assets acquired and liabilities assumed at the date of acquisition were as follows (in millions):
Property, plant and equipment$248
Other assets8
Notes payable assumed (net of debt discount)(148)
Total identifiable net assets acquired108
Intangible assets3
Total purchase consideration$111
The estimated fair values of the Plainfield assets acquired and liabilities assumed are preliminary for tax related matters. From the date of acquisition of Plainfield through January 31, 2014, the Company recognized revenues of $2 million and operating loss of $5 million related to this acquisition.assumed.

maxIT Healthcare Holdings, Inc.
In August 2012, the Company acquired 100% of the stock of maxIT Healthcare Holdings, Inc. (maxIT), a provider of clinical, business and information technology services primarily to commercial hospital groups and other medical delivery organizations. This acquisition expanded the Company’s commercial consulting practice in electronic health record (EHR) implementation and optimization and strengthened the Company’s capabilities to provide these services to its federal healthcare customers as those customers migrate to commercial off-the-shelf EHR applications. This acquisition was in the Health and Engineering segment. The results of maxIT have been included in the financial statements since the date of acquisition.

Leidos Holdings, Inc. Annual Report F-31- 76

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 6—Goodwill
During fiscal 2017, the Company completed its business reorganization, which resulted in identification of three reportable segments (Defense Solutions, Civil and Health). Additionally, the Company separately presents the costs associated with corporate functions as Corporate. The fair valuesCompany commenced operating and reporting under the new organizational structure effective the beginning of fiscal 2017 (see "Note 20—Business Segments").
Goodwill, including the amounts from the acquisition of the maxIT assets acquired and liabilities assumed atIS&GS Business, was allocated to the date of acquisition were as follows (in millions):
Cash$9
Receivables50
Other assets24
Accounts payable, accrued liabilities and accrued payroll and employee benefits(21)
Deferred tax liabilities, net(24)
Total identifiable net assets acquired38
Goodwill395
Intangible assets72
Total purchase price$505
Other Acquisitionsreporting units on a relative fair value approach.
The Company’s acquisitions in fiscal 2012 included Vitalize Consulting Solutions, Inc. and Patrick Energy Services, Inc. in the Health and Engineering segment. Vitalize Consulting Solutions, Inc. is a provider of clinical, business and information technology services for healthcare enterprises. This acquisition expanded the Company’s capabilities in both federal and commercial markets to help customers better address EHR implementation and optimization demand. Patrick Energy Services, Inc. is a provider of performance-based transmission and distribution power system solutions. This acquisition enhanced the Company’s energy and smart grid services portfolio by adding additional transmission and distribution engineering services to its existing capabilities.
Note 4—Goodwill and Intangible Assets:
As discussed in Note 16 — Business Segment Information, the Company has the following reportable segments: Health and Engineering (HES) and National Security Solutions (NSS). Corporate reorganizations occurred in fiscal 2014 resulting in transfers of certain operations between the Company's reportable segments. See Note 16 for further information regarding the Corporate reorganizations.
The balance andtable presents changes in the carrying amount of goodwill by segment were as follows:reportable segment:
 HES NSS Total
 (in millions)
Balance at January 31, 2012$600
 $709
 $1,309
Acquisitions395
 
 395
Corporate reorganizations(10) 10
 
Balance at January 31, 2013985
 719
 1,704
Corporate reorganizations(69) 69
 
Balance at January 31, 2014$916
 $788
 $1,704
  Defense Solutions Civil Health Total
  (in millions)
Goodwill at January 1, 2016(1)
 $792
 $244
 $171
 $1,207
Acquisition of the IS&GS Business 1,162
 1,487
 766
 3,415
Goodwill at December 30, 2016(1)
 1,954
 1,731
 937
 4,622
Adjustment to original purchase price allocation 94
 259
 (16) 337
Foreign currency translation adjustments 7
 8
 
 15
Goodwill at December 29, 2017(1)
 $2,055
 $1,998
 $921
 $4,974
The carrying value(1) Carrying amount includes accumulated impairment losses of goodwill by segment at January 31, 2012 has been recast$369 million and $117 million within the Health and Civil segments, respectively.
See "Note 2—Acquisitions" for the description of adjustments to give effect tothe original purchase price allocation.
In conjunction with the change in reportable segments, and for discontinued operations ($491 million for discontinued operations occurring in fiscal 2014). Goodwill corporate reorganizations in fiscal 2014 and 2013 resulted from the transfer of certain operations between reportable segments.

Leidos Holdings, Inc. Annual Report F-32


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2014, the Company evaluated goodwill for potential impairment, atboth before and after the reporting unit level, at the beginning of the fourth quartersegment change and during interim periods whenever events or circumstances indicateddetermined that the carrying value maygoodwill was not be recoverable. impaired.
Based on a qualitative analysis performed during the Company's annual impairment evaluation for fiscal 2016 and the 11-month period ended January 1, 2016, for certain of its reporting units, it was determined that it is more likely than not that the fair values of the reporting units were in excess of the individual reporting unit carrying values, and as a result,values. In fiscal 2017, the company performed a quantitative step one analysis, was not necessary. Additionally, based on the resultssee "Note 1—Summary of the quantitative step one analysisSignificant Accounting Policies," for certain other of itsall reporting units, itunits. It was determined that theirthe fair values were in excess of theall individual reporting units exceeded their carrying values. As a result, no goodwill impairments were identified during fiscal 2014. In fiscal 2013 and 2012,as part of the Company performed a quantitative step one analysis of its reporting units and determined there was noannual goodwill impairment as all ofevaluation for the reporting unit fair values exceeded their carrying values.periods mentioned above.
Note 7—Intangible Assets
Intangible assets including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following:
January 31
2014 2013 December 29, 2017 December 30, 2016
Gross
carrying
value
 
Accumulated
amortization
 
Net
carrying
value
 
Gross
carrying
value
 
Accumulated
amortization
 
Net
carrying
value
 Gross
carrying
value
 Accumulated
amortization
 Net
carrying
value
 Gross
carrying
value
 Accumulated
amortization
 Net
carrying
value
(in millions) (in millions)
Finite-lived intangible assets:                       
Program and contract intangibles $1,013
 $(187) $826
 $1,450
 $(25) $1,425
Backlog 158
 (158) 
 200
 (54) 146
Software and technology 89
 (64) 25
 61
 (48) 13
Customer relationships$102
 $(54) $48
 $154
 $(57) $97
 4
 (3) 1
 6
 (5) 1
Software and technology65
 (36) 29
 97
 (30) 67
Other4
 (1) 3
 1
 (1) 
Total finite-lived intangible assets171
 (91) 80
 252
 (88) 164
 1,264
 (412) 852
 1,717
 (132) 1,585
Indefinite-lived intangible assets:                       
In-process research and development10
 
 10
 10
 
 10
Trade names4
 
 4
 4
 
 4
 4
 
 4
 4
 
 4
Total indefinite-lived intangible assets14
 
 14
 14
 
 14
Total intangible assets$185
 $(91) $94
 $266
 $(88) $178
 $1,268
 $(412) $856
 $1,721
 $(132) $1,589
Amortization expense related to amortizable intangible assets was $36 million, $37 million and $32 million for the fiscal years ended January 31, 2014, 2013, and 2012, respectively.
During fiscal 2014, the Company determined that certain intangible assets consisting of software and technology, associated with the acquisition of Reveal Imaging Technologies, Inc. in fiscal 2011, were not recoverable due to lower projected revenue levels from the associated products and customers. As a result, the Health and Engineering reportable segment recognized an impairment loss within intangible asset impairment charges in the Company's condensed consolidated statements of income of $30 million to reduce the carrying value of these intangible assets to their estimated fair values. Fair value was estimated using the income approach based on management’s forecast of future cash flows to be derived from the assets’ use (Level 3 under the accounting standard for fair value measurement).
During fiscal 2014, the Company determined that certain customer relationship intangible assets associated with the acquisitions of Vitalize and maxIT in fiscal 2012 and 2013, respectively, were not recoverable due to lower projected revenue levels from the associated services and customers. As a result, the Health and Engineering reportable segment recognized an impairment loss within intangible asset impairment charges in the Company's consolidated statements of income of $19 million to reduce the carrying value of these intangible assets to their estimated fair values. Fair value was estimated using the income approach based on management’s forecast of future cash flows to be derived from the assets’ use (Level 3 under the accounting standard for fair value measurement).

Leidos Holdings, Inc. Annual Report F-33- 77

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





The Company recognized impairment losses forAmortization expense related to intangible assets, of $51including those acquired through the Transactions, was $281 million, including an additional $2$84 million of other intangible asset impairment charges not described above,and $8 million for fiscal 2017, fiscal 2016 and the fiscal year11-month period ended January 31, 2014 reported within1, 2016, respectively.
The acquired program and contract, and software and technology intangible asset impairment chargesassets are amortized over their respective estimated useful lives in proportion to the pattern of economic benefit based on expected future discounted cash flows. The acquired backlog intangible assets, as well as the Company's consolidated statements of income. There were no impairments ofexisting customer relationships and software and technology intangible assets, for fiscal year 2013 and 2012.are amortized on a straight-line basis over their estimated useful lives.
The estimated annual amortization expense related to finite-lived intangible assets as of January 31, 2014 wasDecember 29, 2017, is as follows:
Year Ending January 31 
 (in millions)
2015$22
201620
201717
201811
20196
2020 and thereafter4
 $80
Fiscal Year Ending  
  (in millions)
2018 $202
2019 172
2020 128
2021 106
2022 92
2023 and thereafter 152
  $852
Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments, the outcome and timing of completion of in-process research and development projects (the assets of which will become amortizable upon completion and placement into service, or will be impaired if abandoned), adjustments to preliminary valuations of intangible assets and other factors.
Note 5—Composition8—Receivables
The components of Certain Financial Statement Captions:receivables, net consisted of the following:
 January 31
 2014 2013
 (in millions)
Receivables, net:   
Billed and billable receivables$799
 $775
Unbillable receivables, including contract retentions305
 397
Less allowance for doubtful accounts(16) (6)
 $1,088
 $1,166
Inventory, prepaid expenses and other current assets:   
Deferred income taxes$89
 $34
Inventories59
 79
Prepaid expenses34
 32
Prepaid income taxes and tax refunds receivable24
 94
Restricted cash18
 51
Assets held for sale
 30
Other32
 13
 $256
 $333
  December 29,
2017
 December 30,
2016
  (in millions)
Billed receivables $771
 $847
Unbilled receivables 1,074
 821
Allowance for doubtful accounts (14) (11)
  $1,831
 $1,657

Leidos Holdings, Inc. Annual Report F-34- 78


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 9—Property, Plant and Equipment
Property, plant and equipment, net consisted of the following:
  December 29,
2017
 December 30,
2016
  (in millions)
Computers and other equipment $194
 $172
Leasehold improvements 171
 161
Buildings and improvements 54
 104
Office furniture and fixtures 34
 35
Land 49
 57
Construction in progress 44
 12
  546
 541
Less: accumulated depreciation and amortization (314) (282)
  $232
 $259
The change related to Buildings and improvements relates to valuation adjustments as a result of the acquisition of the IS&GS Business, see "Note 2—Acquisitions".
Depreciation expense was $55 million, $38 million and $33 million for fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, respectively.
During the 11-month period ended January 1, 2016, the Company amended its sale agreement entered into in 2013 and closed the sale of the remaining building, parcels of land that surround the building and the multi-level surface parking garage associated with the Company's former headquarters. The sale resulted in a write-off of $40 million in aggregate net book value of assets disposed, including $29 million for buildings and $10 million attributed to land. See "Note 18—Leases" for further information regarding the sale of the Company's former headquarters.

Leidos Holdings, Inc. Annual Report - 79

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 10—Composition of Certain Financial Statement Captions
 Balance Sheet
 December 29,
2017
 December 30,
2016
  (in millions)
Inventory, prepaid expenses and other current assets:    
Prepaid expenses $90
 $90
Inventory 76
 67
Pre-contract costs 64
 33
Transition costs and project assets 59
 62
Prepaid income taxes and tax refunds receivable 54
 13
Short-term notes receivable 40
 3
Restricted cash 32
 20
Other 38
 60
  $453
 $348
Other assets:    
Investment in rabbi trust $58
 $48
Derivatives 37
 29
Equity method investments(1)
 37
 20
Deferred costs 24
 31
Long-term notes receivables 23
 89
Other 75
 48
  $254
 $265
Accounts payable and accrued liabilities:    
Accrued liabilities $747
 $493
Accounts payable 557
 591
Collections in excess of revenues and deferred revenue 293
 246
Tax indemnity liability 23
 
Provision for loss contracts 19
 97
  $1,639
 $1,427
Accrued payroll and employee benefits:    
Salaries, bonuses and amounts withheld from employees’ compensation $245
 $211
Accrued vacation 236
 244
Accrued contributions to employee benefit plans 6
 28
  $487
 $483
Other long-term liabilities:    
Deferred compensation $56
 $48
Lease related obligations 33
 37
Deferred revenue 17
 20
Liabilities for uncertain tax positions 7
 5
Tax indemnity liability 1
 31
Accrued pension liabilities 
 6
Other 15
 57
  $129
 $204
(1) Net of $30 millionand$10 million of dividends received during fiscal 2017 and fiscal 2016, respectively, that were recorded in cash flows provided by operating activities of continuing operations on the consolidated statements of cash flows.


Leidos Holdings, Inc. Annual Report - 80

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS






 12 Months Ended 11 Months Ended
 Income Statement
 December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Other (expense) income, net      
Promissory note impairment $(33) $
 $
Gain (loss) on foreign currency 5
 (18) 
Gain on sale of former headquarters 
 
 82
Other income, net 2
 5
 2
  $(26) $(13) $84
Note 11—Derivative Instruments
Fair Value Hedges
The Company has interest rate swap agreements to hedge the fair value of the $450 million fixed rate 4.45% senior secured notes maturing in December 2020 (the "Notes"). The objective of these instruments is to hedge the Notes against changes in fair value due to the variability in the six-month LIBOR rate (the benchmark interest rate). Under the terms of the interest rate swap agreements, the Company will receive semi-annual interest payments at the coupon rate of 4.45% and will pay variable interest based on the six-month LIBOR rate.
The interest rate swaps were accounted for as a fair value hedge of the Notes and qualified for the shortcut method of hedge accounting, which allows for the assumption of no ineffectiveness reported in earnings. The resulting changes in the fair value of the interest rate swaps are fully offset by the changes in the fair value of the underlying debt (the hedged item).
The fair value of the Notes is stated at an amount that reflects changes in the six-month LIBOR rate subsequent to the inception of the interest rate swaps through the reporting date.
Cash Flow Hedges
In August 2016, the Company entered into interest rate swap agreements to hedge the cash flows with respect to $1.2 billion of the Company's variable rate senior secured term loans (the "Variable Rate Loans"). In September 2017, the Company entered into interest rate swap agreements to hedge the cash flows of an additional $300 million of its Variable Rate Loans. The objective of these instruments is to reduce variability in the forecasted interest payments of the Company's Variable Rate Loans, which is based on the LIBOR rate. Under the terms of the interest rate swap agreements, the Company will receive monthly variable interest payments based on the one-month LIBOR rate and will pay interest at a fixed rate. The interest rate swap agreements on $1.2 billion and $300 million of the Company's Variable Rate Loans have a maturity date of December 2021 and August 2022, respectively, and a fixed interest rate of 1.08% and 1.66%, respectively. The counterparties to these agreements are financial institutions.
The interest rate swaps were accounted for as cash flow hedges of the Variable Rate Loans and qualified for hedge accounting treatment through the application of the long-haul method, which involves the comparison of cumulative changes in the fair value of the swap to the cumulative change in fair value of scheduled interest payments on the notional value (the perfectly effective hypothetical or "PEH"). The effective portion of the gain/loss on the swap is reported as a component of other comprehensive income/loss and will be reclassified into earnings on the dates the interest payments impact earnings. The amount of ineffectiveness recorded in earnings is equal to the excess of the cumulative change in fair value of the swap over the cumulative change in the fair value of the PEH.
The fair value of the interest rate swaps was as follows:
  Balance sheet line item December 29,
2017
 December 30,
2016
    (in millions)
Fair value interest rate swaps Other assets $
 $3
Cash flow interest rate swaps Other assets 37
 26
    $37
 $29

Leidos Holdings, Inc. Annual Report - 81

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The fair value adjustment to the fair value interest rate swap and the underlying debt was a decrease of $3 million and $5 million for the year ended December 29, 2017, and December 30, 2016, respectively.
The effect of the Company's cash flow hedges on other comprehensive income and earnings for the periods presented was as follows:
  12 Months Ended
  December 29,
2017
 December 30,
2016
  (in millions)
Effective portion recognized in other comprehensive income $10
 $22
Effective portion reclassified from accumulated other comprehensive income (loss) to interest expense 
 2
Ineffective portion recognized in other (expense) income, net 1
 2
The Company expects to reclassify gains of $8 million from accumulated other comprehensive income (loss) into earnings during the next 12 months.
The cash flows associated with the interest rate swaps are classified as operating activities in the consolidated statements of cash flows.
Note 12—Debt
The Company's debt consisted of the following:
  Stated
interest rate
 Effective
interest rate
 
December 29, 2017(1)
 
December 30, 2016(1)
      (in millions)
Senior secured notes:
     
 
$450 million notes, due December 2020
4.45% 4.53% $449

$451
$300 million notes, due December 2040
5.95% 6.03% 216

216
Senior secured term loans:
       
$400 million Term Loan A, due August 2019
% % 
 123
$690 million Term Loan A, due August 2022
3.13% 3.61% 644
 676
$310 million Term Loan A, due August 2022
3.13% 3.60% 270
 304
$1,131 million Term Loan B, due August 2023
3.38% 3.74% 1,101
 1,110
Senior unsecured notes:
       
$250 million notes, due July 2032
7.13% 7.43% 246
 246
$300 million notes, due July 2033
5.50% 5.88% 158
 158
Capital leases and notes payable due on various dates through fiscal 2022 0%-5.55%
 Various
 27

3
Total long-term debt     3,111

3,287
Less: current portion     55

62
Total long-term debt, net of current portion     $3,056

$3,225
(1)
The carrying amounts of the senior secured term loans and notes and unsecured notes as of December 29, 2017, and December 30, 2016, include the remaining principal outstanding of $3,129 million and $3,336 million, respectively, plus an immaterial amount and $3 million, respectively, related to the fair value of the interest rate swaps (see "Note 11—Derivative Instruments"), less unamortized debt discounts of $35 million and $46 million, respectively, less deferred debt issuance costs of $10 million and $9 million, respectively.

Senior Secured Notes
 January 31
 2014 2013
 (in millions)
Property, plant and equipment, net:   
Electric generation facility$269
 $
Computers and other equipment205
 268
Leasehold improvements169
 181
Buildings and improvements113
 141
Office furniture and fixtures44
 53
Land27
 27
Construction in progress
 2
 827
 672
Less accumulated depreciation and amortization(344) (386)
 $483
 $286
Accounts payable and accrued liabilities:   
Accrued liabilities$395
 $435
Accounts payable218
 259
Collections in excess of revenues on uncompleted contracts and deferred revenue103
 88
 $716
 $782
Accrued payroll and employee benefits:   
Salaries, bonuses and amounts withheld from employees’ compensation$152
 $196
Accrued vacation129
 152
Accrued contributions to employee benefit plans5
 5
 $286
 $353
Other long-term liabilities:   
Deferred tax liabilities$66
 $32
Deferred compensation38
 40
Liabilities for uncertain tax positions12
 24
Accrued pension liabilities9
 8
Other102
 66
 $227
 $170
During the 11-month period ended January 1, 2016, the Company repurchased in the open market and retired principal amounts of $14 million on its $300 million 5.95% notes, due December 2040.

Leidos Holdings, Inc. Annual Report - 82

Table of Contents
Note 6—Revolving Credit Facility:
LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Senior Secured Term Loans
On August 16, 2016, in connection with the acquisition of the IS&GS Business, Leidos, hasInc. secured a new term loan of $690 million. In addition, as a result of the acquisition, Leidos assumed the IS&GS Business' term loans of $1.8 billion, which were obtained by the IS&GS Business immediately prior to the Transactions (see "Note 2—Acquisitions"). The outstanding obligations under the term loans are secured by a first priority lien on substantially all of the assets of the Company, subject to certain exceptions set forth in the credit agreements and related documentation.
In February 2017, Leidos amended the terms of its senior secured $1.1 billion Term Loan B, due August 2023. As a result, the margin on Term Loan B was reduced by 50 basis points to 2.25% and the six month call provision was extended an additional six months. The repricing of the term loan became effective on February 16, 2017.
In August 2017, Leidos amended its senior secured term loans and revolving credit facility agreements. These amendments reduced the applicable margins for the revolving credit facility and Term Loans A and B each by 25 basis points. Additionally, the maturity date for the revolving credit facility, $690 million Term Loan A and $310 million Term Loan A were each extended by one year to August 2022, and the scheduled increase in quarterly principal payments for both of these term loans was delayed one year to March 2020. The amendments also include a collateral suspension provision that will permit the secured credit agreements to become unsecured under certain circumstances.
The interest rate on the Company's senior secured term loans is determined based on the LIBOR rate plus a margin. The margin for the Term Loan A loans ranges from 1.50% to 2.00%, depending on the Company's senior secured leverage ratio, and is computed on a quarterly basis. At December 29, 2017, the current margin on Term Loan A was 1.75% and the margin on Term Loan B was 2.00%.
As part of the credit agreements, the Company is required to perform a calculation each quarter that determines the incremental available amount of funds the Company is permitted to use towards investments relating to mergers and acquisitions, investments in joint ventures, repayment of outstanding debt and restricted payments relating to dividends and share repurchases. The incremental available amount is calculated as $35 million plus a portion of certain cash proceeds, multiplied by a percentage tied to the Company's senior secured leverage, which is added to an annual fixed amount of $250 million, as defined in the credit agreements. The constraints associated with use of cash are reduced and/or eliminated based on the Company's total leverage ratio.
The Company is also required to perform an excess cash flow calculation annually that determines the additional amount of debt prepayments the Company is required to make during the first quarter of the following fiscal year, with the first payment occurring in 2018. The excess cash flow is calculated based on the Company's consolidated net income as of the end of the fiscal year plus or minus adjustments for certain non-cash items and incurred and expected cash payments, as defined in the credit agreements. The amount of the excess cash flow that the Company is required to use to prepay the loans is based upon the Company's senior secured leverage ratio. The required debt prepayment amount is equal to 50% of the excess cash flow calculated if the senior secured leverage ratio is greater than 2.75 and is equal to 25% of the excess cash flow calculated if the ratio is between 2.75 and 2.00. No additional debt prepayment is required if the senior secured leverage ratio is less than 2.00.
During fiscal 2017, the Company made $76 million of required quarterly payments on its term loans. In addition to the required quarterly payments, the Company prepaid $130 million and $275 million of its term loans during fiscal 2017 and fiscal 2016, respectively. Associated with these early repayments, $2 million and $5 million during fiscal 2017 and fiscal 2016, respectively, of unamortized debt discount and deferred financing costs were written off and recorded to "Other (expense) income, net" in the Company's consolidated statements of income.

Leidos Holdings, Inc. Annual Report - 83

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Senior Unsecured Notes
During the 11-month period ended January 1, 2016, the Company repurchased in the open market and retired principal amounts of $23 million on its $300 million 5.50% notes, due July 2033. The Company recorded a $1 million gain on extinguishment of debt as part of the partial repayment of the notes. The gain represents the difference between the repurchase price amounts of $22 million and the net carrying amount of the notes. The net carrying amount was reduced by the write-off of a portion of the unamortized debt discount and deferred financing costs on a pro-rata basis to the reduction of debt. The Company recorded the gain on extinguishment of debt in "Other (expense) income, net" in the Company's consolidated statements of income.
Principal payments are made quarterly on the Company's variable rate senior secured term loans, with the majority of the principal due at maturity. Interest on the variable rate senior secured term loans is payable on a periodic basis, which must be at least quarterly. Interest on the senior fixed rate secured notes and unsecured notes is payable on a semi-annual basis with principal payments due at maturity.
In connection with the new senior secured term loans, the Company recognized $53 million of debt discount and debt issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the term loans. The Company also recognized $15 million of origination costs related to the new credit facility (see "Revolving Credit Facility" below), which were capitalized within "Other assets" in the consolidated balance sheets. Amortization for the senior secured term loans and notes, unsecured notes and revolving credit facility was $13 million, $6 million and $1 million for fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, respectively.
The senior secured term loans and notes, unsecured notes and revolving credit facility are fully and unconditionally guaranteed by intercompany guarantees. The senior secured term loans and notes and unsecured notes contain certain customary restrictive covenants, including among other things, restrictions on the Company's ability to create liens and enter into sale and leaseback transactions under certain circumstances. The Company was in compliance with all covenants as of December 29, 2017.
Future minimum payments of debt are as follows:
Fiscal Year Ending  
  (in millions)
2018 $55
2019 71
2020 582
2021 113
2022 642
2023 and thereafter 1,693
Total principal payments 3,156
Less: unamortized debt discount and issuance costs (45)
Total long-term debt $3,111
Revolving Credit Facility
On August 16, 2016, Leidos, Inc., that provides for entered into a revolving credit facility providing up to $750$750 million in unsecuredsecured borrowing capacity at interest rates determined at Leidos’ option, based on eitherupon the LIBOR rate plus a margin or a defined base rate. During fiscal 2014,that is subject to step-down provisions based on the Company extendedCompany's senior secured leverage ratio. The new credit facility replaced the previous $500 million credit facility that was set to expire in March 2018. The maturity date of the new credit facility for one additional year, to Marchis August 2021. During fiscal 2017, as provided for in the terms of the credit facility. As of January 31, 2014 and 2013,fiscal 2016, there were no borrowings outstanding under the new credit facility.
The revolving credit facility containsagreements contain certain customary representations and warranties, as well as certain affirmative and negative covenants. During fiscal 2014, theThe financial covenants contained indefine the credit facility were amended to: (i) permit in the calculation of earnings before interest, taxes, depreciation and amortization (EBITDA) the adding back of certain expenses incurred in connection with the Company's separation transaction; (ii) exclude the effect of debt incurred in connection with the separation transaction for purposes of calculating consolidated funded debt; and (iii) change thedebt-to-EBITDA ratio of consolidated funded debt to EBITDA that the Company is requiredneeds to maintain.maintain at the end of each quarter. The

Leidos Holdings, Inc. Annual Report F-35


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

financial covenants contained in the credit facility require that, for a period of four trailing fiscal quarters, the Company maintains a ratio of consolidated fundedtotal senior secured debt, including borrowings under this credit facility, to the trailing four quarters of EBITDA adjusted(adjusted for othercertain items as defined in the credit facilityfacility) of not more than 3.254.75 prior to 1.0February 16, 2018, 4.25 from February 16, 2018, to February 16, 2019, and a ratio of EBITDA adjusted for other items as defined in the credit facility to interest expense of greater than 3.5 to 1.0.3.75 thereafter. The Company was in compliance with these financial covenants as of January 31, 2014. A failure by the Company to meet these financial covenants in the future would reduce and could eliminate the Company’s borrowing capacity under the credit facility.December 29, 2017.

Leidos Holdings, Inc. Annual Report - 84

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Other covenants in the credit facility restrict certain of the Company’sCompany's activities, including, among other things, its ability to create liens, dispose of certain assets and merge or consolidate with other entities. The credit facility also contains certain customary events of default, including, among others, defaults based on certain bankruptcy and insolvency events, nonpayment, cross-defaults to other debt, breach of specified covenants, Employee Retirement Income Security Act (ERISA) events, material monetary judgments, change of control events, and the material inaccuracy of the Company’s representations and warranties. In addition,
Notes Payable
During fiscal 2017, the Company's abilityCompany recognized $21 million of notes payable related to declare and pay future dividends on Leidos stock may be restricted by the provisions of Delaware law and covenantssecured borrowings associated with certain contracts within its commercial energy business.
Note 13—Accumulated Other Comprehensive Income (Loss)
Changes in the revolving credit facility.
Note 7—Notes Payable and Long-Term Debt:
The Company’s notes payable and long-term debt consistedcomponents of the following for the years presented:accumulated other comprehensive income (loss) were as follows:
     January 31
 Stated
interest rate
 Effective
interest rate
 2014 2013
 (dollars in millions)
Leidos Holdings, Inc. senior unsecured notes:       
$450 million notes issued in fiscal 2011, which mature in December 20204.45% 4.53% $449
 $449
$300 million notes issued in fiscal 2011, which mature in December 20405.95% 6.03% 300
 300
Leidos, Inc. senior unsecured notes:       
$250 million notes issued in fiscal 2003, which mature in July 20327.13% 7.43% 248
 248
$300 million notes issued in fiscal 2004, which mature in July 20335.50% 5.78% 296
 296
Capital leases and other notes payable due on various dates through fiscal 20210%-3.7%
 Various
 40
 2
Total notes payable and long-term debt    1,333
 1,295
Less current portion    2
 
Total notes payable and long-term debt, net of current portion    $1,331
 $1,295
Fair value of notes payable and long-term debt    $1,350
 $1,390
  Foreign currency translation adjustments Unrecognized (loss) gain on derivative instruments Pension liability adjustments Total accumulated other comprehensive income (loss)
  (in millions)
Balance at January 30, 2015 $1
 $(5) $(7) $(11)
Other comprehensive (loss) income (1) 1
 5
 5
Taxes 
 
 (2) (2)
Balance at January 1, 2016 
 (4) (4) (8)
Other comprehensive (loss) income (8) 26
 1
 19
Taxes 1
 (10) 2
 (7)
Reclassification from accumulated other comprehensive income (loss) 
 (2) (6) (8)
Balance at December 30, 2016 (7) 10
 (7) (4)
Other comprehensive income 36
 10
 9
 55
Taxes (12) (6) 
 (18)
Balance at December 29, 2017 $17
 $14
 $2
 $33
Interest is payableReclassifications for unrecognized (loss) gain on the Company’s senior unsecured notes on a semi-annual basisderivative instruments associated with principal payments due on maturity. The note discounts, deferredoutstanding debt issuance costs, and the loss on the settlement of related treasury lock contracts are amortized to interest expense (approximately $2 million was amortizedrecorded in fiscal 2014), which results in an effective interest rate that is higher than the stated interest rate of the notes. The senior unsecured notes contain customary restrictive covenants, including, among other things, restrictions on the Company’s ability to create liens and enter into sale and leaseback transactions under certain circumstances. The Company was in compliance with all covenants as of January 31, 2014.
The Plainfield Renewable Energy Project, as described in Note 3, was financed through two secured notes aggregating $149 million, net of debt discount, provided by affiliates of the Carlyle Group (“Carlyle”). Leidos assumed, in the acquisition of Plainfield, a Note Purchase Agreement between Plainfield and Carlyle, consisting of two secured notes, a Construction Note and a Cash Grant Note in the amount of $81 million and $68 million,

Leidos Holdings, Inc. Annual Report F-36


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively, as of the end of the third quarter of fiscal 2014. The Construction Note had a 17.5% stated interest rate, consisting of 8% paid in cash and remainder was accrued over the term of the note and paid at maturity. The Cash Grant Note had a 17.5% stated interest rate, consisting of 6% paid in cash and the remainder was accrued over the term of the note and paid at maturity.
On December 6, 2013, the Company entered into an Early Payoff Agreement (the "Agreement") between Plainfield and Carlyle, under which the Company agreed to pay off, on December 16, 2013, its obligations under the Note Purchase Agreement to include principal and interest due under the Construction Note and Cash Grant Note, an additional interest payment as provided in the Note Purchase Agreement and an early termination fee consisting of a make whole payment. In consideration of the early payment, the Agreement provided for a $6 million discount on the early termination fee and waived the covenants in Note Purchase Agreement. The Company paid $152 million in principal, $7 million of interest, including the additional interest payment, and $6 million in an early termination fee, net of the discount, for a total amount of $165 million. In addition, the unamortized deferred debt issuance costs and debt discount at the time of the pay off of approximately $2 million was expensed and included in "Other income, net""Interest expense" in the Company's consolidated statements of income.
Maturities of notes payable and long-term debt are as follows:
  
Year Ending January 31Total
 (in millions)
2015$3
20162
20173
20182
20192
2020 and thereafter1,328
Total principal payments1,340
Less unamortized discount7
 $1,333
Note 8—Related Party Transactions:
Leidos, Inc. has fully and unconditionally guaranteed the obligations of Leidos under its $450 million4.45% notes and $300 million5.95% notes. These notes have been reflected as debt of Leidos, Inc. in these consolidated financial statements. Leidos, Inc. has fully and unconditionally guaranteed any borrowings under Leidos’ amended and restated revolving credit facility maturing in fiscal 2018. Leidos has fully and unconditionally guaranteed the obligations of Leidos, Inc. under its $300 million5.5% notes and $250 million7.13% notes.
Prior to the spin-off of New SAIC, Leidos fully and unconditionally guaranteed the obligations of New SAIC under its $700 million credit agreement dated June 27, 2013. However, upon completion of the separation transaction on September 27, 2013, the guarantee was released and the credit support surrounding the credit agreement was eliminated.
Leidos and Leidos, Inc. have a related party note in connection with a loan of cash between the entities, which is adjusted to reflect issuances of stock by Leidos to employees of Leidos, Inc. and its subsidiaries and Leidos, Inc.’s payment of certain obligations on behalf of Leidos. The related party note bears interest based on LIBOR plus a market-based premium. Portions of the related party note may be repaid at any time. The note automatically extends for successive one-year periods unless either Leidos or Leidos, Inc. provides prior notice to the other party. As of January 31, 2014, the related party note is a note receivable from Leidos Holdings, Inc. to Leidos, Inc. of $1.1 billion which changed from a note payable to Leidos Holdings, Inc. from Leidos, Inc. of $22 million as of January 31, 2013. This change in the related party note primarily represents the distribution of the assets and liabilities of New SAIC of $736 million and the special cash dividend payment made by Leidos, Inc. of approximately $356 million.

Leidos Holdings, Inc. Annual Report F-37



Note 9—Accumulated Other Comprehensive Loss:
The components of accumulated other comprehensive loss were as follows:
 January 31
 2014 2013
 (in millions)
Foreign currency translation adjustments, net of taxes of $(1) million as of January 31, 2014 and 2013, respectively$2
 $2
Unrecognized net loss on settled derivative instruments associated with outstanding debt, net of taxes of $3 million as of January 31, 2014 and 2013, respectively(5) (5)
Unrecognized (loss) gain on defined benefit plan, net of taxes of $2 million and $0 million as of January 31, 2014 and 2013, respectively(3) 1
Total accumulated other comprehensive loss, net of taxes of $4 million and $2 million as of as of January 31, 2014 and 2013, respectively$(6) $(2)
As of January 31, 2014, there is less than $1 million of the unrealized net loss on settled derivative instruments (pre-tax) to be amortized and recognized as interest expense during the next 12 months.

Reclassifications from other comprehensive income to net income, relating to foreign currency translation adjustments, loss on settled derivative instruments and gain on defined benefit plan for the years ended January 31, 2014, and January 31, 2013, respectively, were not material. Reclassifications for foreign currency translationpension liability adjustments and loss on settled derivative instruments are recorded in other income, net, and reclassifications for gain on defined benefit plan is recorded in selling,"Selling, general and administrative expenses.expenses" in the Company's consolidated statements of income.
Note 10—14—Earnings Per Share (EPS):("EPS")
The Company is required to allocate a portion of its earnings to its unvested stock awards containing nonforfeitable rights to dividends or dividend equivalents (participating securities) in calculating EPS using the two-class method.
Unvested stock awards granted prior to fiscal 2013 are participating securities requiring application of the two-class method. In fiscal 2013, the Company began issuing unvested stock awards that have forfeitable rights to dividends or dividend equivalents. These stock awards are not participating securities requiring application of the two-class method but are dilutive common share equivalents subject to the treasury stock method. Basic EPS is computed by dividing income less earnings allocableattributable to participating securitiesLeidos stockholders by the basic weighted average number of shares outstanding. Diluted EPS is computed similar to basic EPS, except the weighted average number of shares outstanding is increased to include the dilutive effect of outstanding stock options and other stock-based awards.
The Company issues unvested stock awards that have forfeitable rights to dividends or dividend equivalents. These stock awards are dilutive common share equivalents subject to the treasury stock method.

Leidos Holdings, Inc. Annual Report F-38- 85

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





A reconciliationThe weighted average number of the incomeshares used to compute basic and diluted EPS for the years presented was as follows:attributable to Leidos stockholders were:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Basic EPS:     
Income (loss) from continuing operations, as reported$84
 $324
 $(235)
Less: allocation of distributed and undistributed earnings to participating securities(3) (7) 
Income (loss) from continuing operations, for computing basic EPS$81
 $317
 $(235)
Net income, as reported$164
 $525
 $59
Less: allocation of distributed and undistributed earnings to participating securities(3) (11) (2)
Net income, for computing basic EPS$161
 $514
 $57
Diluted EPS:     
Income (loss) from continuing operations, as reported$84
 $324
 $(235)
Less: allocation of distributed and undistributed earnings to participating securities(3) (7) 
Income (loss) from continuing operations, for computing diluted EPS$81
 $317
 $(235)
Net income, as reported$164
 $525
 $59
Less: allocation of distributed and undistributed earnings to participating securities(3) (11) (2)
Net income, for computing diluted EPS$161
 $514
 $57
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Basic weighted average number of shares outstanding 152
 102
 73
Dilutive common share equivalents—stock options and other stock awards 2
 2
 1
Diluted weighted average number of shares outstanding 154
 104
 74

Share repurchases
The following table provides a reconciliation ofIn the weighted average number of shares outstanding used to compute basic and diluted EPS for the years presented. The presentation gives effect to the one-for-four reverse stock split which occurred after market close on September 27, 2013.
 Year Ended January 31
 2014 2013 2012
 (in millions)
Basic weighted average number of shares outstanding83
 83
 84
Dilutive common share equivalents—stock options and other stock awards
 
 
Diluted weighted average number of shares outstanding83
 83
 84

Basic and diluted EPS for the years presented was as follows:
 Year Ended January 31
 2014 2013 2012
Basic:     
Income (loss) from continuing operations$0.98
 $3.82
 $(2.80)
Income from discontinued operations0.96
 2.37
 3.48
 $1.94
 $6.19
 $0.68
Diluted:     
Income (loss) from continuing operations$0.98
 $3.82
 $(2.80)
Income from discontinued operations0.96
 2.37
 3.48
 $1.94
 $6.19
 $0.68


Leidos Holdings, Inc. Annual Report F-39


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


For the year11-month period ended January 31, 2014, the declared dividends exceeded current year earnings.Therefore, the Company was in a loss position for computing diluted (loss) per share and all outstanding common stock equivalents were excluded in the computation because their effect would have been anti-dilutive.

The following anti-dilutive stock-based awards were excluded from the weighted average number of shares outstanding used to compute basic and diluted EPS for the years presented:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Antidilutive stock options excluded5
 5
 5
Vesting stock awards excluded4
 
 

In December 2013,1, 2016, the Company entered into an Accelerated Share Repurchase ("ASR") agreement with a financial institution to repurchase shares of its outstanding common stock for an aggregate purchase price of $300$100 million. During the fourthsecond quarter of the 11-month period ended January 1, 2016, the Company paid $300$100 million to the financial institution and received an initiala total delivery of 5.62.4 million shares of its outstanding shares of common stock. All shares delivered were immediately retired. The final delivery of the remaining shares under the program was completed during the first quarter of fiscal 2015. The final value of the initial shares received on the date of purchase represented 85% of the total shares repurchased under the ASR or approximately $255 million which was allocated between additional paid in capital and retained earnings. The Company recorded the remaining $45 million as a forward contract indexed to its common stock in additional paid in capital.All shares delivered were immediately retired. The total amount of shares delivered by the financial institution werewas adjusted by the volume weighted average price of the Company’sCompany's stock over the valuation period specified in the ASR.
The Company has determined it has a sufficient amount of authorized and unissued shares available to settle the forward contract taking into consideration the maximum number of shares to be delivered. The forward contract meets the requirements to be classified as permanent equity and will not require derivative accounting treatment and the Company will not record any future changes in its fair value.
The initial delivery of 5.62.4 million shares of Leidos common stock related to ASR purchases for the 11-month period ended January 1, 2016, reduced the Company's outstanding shares used to determine the weighted average shares outstanding for purposes of calculating basic and diluted EPS at January 31, 2014.EPS. There were no open market repurchases during fiscal 2017 and fiscal 2016.
Note 11—15—Stock-Based Compensation:Compensation
Plan Summaries.At January 31, 2014,Summaries
As of December 29, 2017, the Company had stock-based compensation awards outstanding under the following plans: the 2017 Omnibus Incentive Plan, 2006 Equity Incentive Plan, the Management Stock Compensation Plan, the Stock Compensation Planas amended, and the 2006 Employee Stock Purchase Plan, (ESPP)as amended ("ESPP"). Leidos issues new shares upon the issuance of the vesting of stock awardsunits or exercise of stock options under these plans.
The 2006 EquityIn fiscal 2017, stockholders approved the 2017 Omnibus Incentive Plan which provides the Company’sCompany and its affiliates’affiliates' employees, directors and consultants the opportunity to receive various types of stock-based compensation and cash awards. As of January 31, 2014,December 29, 2017, the Company has issued stock options, vested stock awards, restricted stock awards including restricted stock units, performance-based awards and cash awards under this plan. The 2006 Equity Incentive Plan provides that in the event of the Company’s merger with or into another corporation, a sale of substantially all of its assets or the transfer of more than 50% of Leidos' outstanding shares by tender offer or similar transaction, the successor entity may assume or substitute all outstanding awards. If the successor entity does not assume or substitute all outstanding awards, the vesting of all awards will accelerateplan to employees and any repurchase rights on awards will terminate. If a successor entity assumes or substitutes all awards and a participant is involuntarily terminated by the successor entity for any reason other than death, disability or cause within 18 months following the change of control, all outstanding awards of the terminated participant will immediately vest and be exercisable for a period of six months following termination. In the event of a change of control, the vesting of all awards held by non-employee directors of the Company will accelerate. Stockdirectors. Service-based awards granted under the plan prior to fiscal 2015 generally vest or become exercisable 20%,

Leidos Holdings, Inc. Annual Report F-40


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20%, 20%, a year for the first three years and 40% after one, two, three and in the fourth year. In fiscal 2015, the Company began granting awards that generally vest or become exercisable 25% a year over four years respectively.or cliff vest in three years. As of January 31, 2014, 3.8December 29, 2017, 5.3 million shares of Leidos' stock were reserved for future issuance under the 2017 Omnibus Incentive Plan and the 2006 Equity Incentive Plan.
The Company has a Management Stock Compensation Plan and a Stock Compensation Plan, together referred to as the Stock Compensation Plans. The boardThese plans provided for the issuance of directors may at any time amend or terminate the Stock Compensation Plans. The Stock Compensation Plans provide for awards inrestricted share units to eligible employees. Benefits from these plans are payable in shares of Leidos' stock that are held in a trust for the purpose of funding benefit paymentsshares to the plans’plans' participants. The fair value of theAll awards granted under the Stock Compensation Plans, whichthese plans are vesting share unit awards, is based on the fair value of the award on the date of grant. Compensation expense is measured at grant date and generally recognized over the vesting period of four or seven years depending upon the initial date of grant. For awards granted prior to January 1, 2006, participants’ interests in these share units vest on a seven year schedule at the rate of one-third at the end of each of the fifth, sixth and seventh years following the date of the award. Awards granted on or after January 1, 2006 vest 100% after four years following the date of the award. Upon a change in control of the Company (as defined by the Stock Compensation Plans), participant accounts will become fully vested and shares of Leidos stock held in the accounts will be immediately distributed.awards have not been issued under these plans since 2012. The Stock Compensation Plans do not provide for a maximum number of shares available for future issuance.
The Company has anIn fiscal 2017, stockholders approved the amended ESPP which allows eligible employees to purchase shares of Leidos' stock at a discount of up to 15% of the fair market value on the date of purchase. During fiscal 2017, fiscal 2016 and the three years11-month period ended January 31, 2014,1, 2016, the discount was 5% of the fair market value on the date of purchase, thereby resulting in the ESPP being non-compensatory. AsA total of January 31, 2014, 11.14.8 million shares of Leidos' stock were authorized and reservedremain available for future issuance under the Company's Amended and Restated 2006 ESPP.
Stock-Based Compensation and Related Tax Benefits Recognized.
Leidos Holdings, Inc. Annual Report - 86

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Stock-based compensation and related tax benefits recognized under all plans were as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Stock-based compensation expense:     
Stock options$10
 $9
 $11
Vesting stock awards46
 44
 43
Vested stock awards
 
 1
Total stock-based compensation expense recorded in continuing operations$56
 $53
 $55
Total stock-based compensation expense recorded in discontinued operations$21
 $31
 $30
Tax benefits recognized from stock-based compensation$22
 $21
 $21

Leidos Holdings, Inc. Annual Report F-41


  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Total stock-based compensation expense $43
 $35
 $30
Tax benefits recognized from stock-based compensation $17
 $14
 $12
LEIDOS HOLDINGS, INC.Stock Options
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New SAIC Spin-off Adjustments. As a result of the spin-off of New SAIC, effective September 27, 2013, all outstanding equity awards related to New SAIC employees were assumed by New SAIC. Also in connection with the spin-off, adjustments were made to the share amounts and exercise prices of all remaining outstanding Leidos stock options, and the share amounts for vesting stock awards and performance-based stock awards as of the Distribution Date such that the adjustments were generally made to preserve the aggregate intrinsic value at the distribution date pursuant to the terms of the stock based compensation plans under which they were issued. Taking into account the change in the value of the Company’s common stock as a result of the distribution of the New SAIC shares, the conversion ratio applied to all outstanding equity awards at the distribution date was 1.4523. In addition, all outstanding equity awards reflected the Company’s one-for-four reverse stock split. Awards held by non-employee directors were modified so that the directors’ awards were bifurcated into awards in both companies in a manner intended to preserve the aggregate intrinsic value.
As a result of the spin-off adjustments, a modification was made on September 27, 2013 to Leidos and New SAIC stock options outstanding as of the distribution date by which additional stock-based compensation expense was recognized, as the fair value of the outstanding options immediately following the spin-off was greater than the fair value immediately prior to the spin-off. An increase of expense related to the modification of $3 million was recorded for awards that were fully vested on the modification date, and an additional $3 million of incremental fair value will be recorded in future periods for unvested awards that will continue to vest, resulting in a total additional stock compensation cost of $6 million with a weighted average modification fair value of $1.02 related to continuing Leidos stock options outstanding.

Under the terms of the Employee Matters Agreement, the performance period for certain performance-based stock awards was deemed completed as of the last fiscal quarter prior to the spin-off with the target shares prorated for the completed period earned based on actual performance as determined by the Company’s compensation committee. For the remaining target shares in the original award for which the performance period was not deemed completed, the performance condition was removed and the awards are subject to vesting based on continued
employment through the original performance period. These modifications resulted in approximately $1 million of incremental fair value to be expensed in future periods over the remaining vesting period.
The spin-off adjustments are reflected in the tables below as well as the one-for-four stock split discussed in Note 1.
Stock Options.Stock options may beare granted with exercise prices no less thanequal to the fair market value of Leidos' common stock on the date of grant and for terms not greater than ten years. Prior to January 31, 2011,Beginning in fiscal 2012, stock options granted under the 2006 Equity Incentive Plan have a term of fiveseven years and a vesting period of four years, except for stock options granted to the Company’sCompany's outside directors, which have a vesting period of the earlier of one year. Subsequent to January 31, 2011, year from grant date or the next annual meeting of stockholders following grant date.
The fair value of the Company's stock options granted under the 2006 Equity Incentive Plan have a term of seven years. Stock options were granted with exercise prices equal to fair valueoption awards is estimated on the date of grant.grant using the Black-Scholes-Merton option-pricing model. The fair value of the Company's stock option awards is generally expensed on a straight-line basis over the vesting period of four years, except for stock options granted to the Company's outside directors, which is recognized over the vesting period of one year or less.
In connectionDuring the 11-month period ended January 1, 2016, the expected volatility was estimated using a blended volatility method for a period consistent with the expected term, based more significantly on the weighted average historical volatility of a group of publicly-traded peer companies and the weighted average implied volatility from traded options on Leidos stock for a time period prior to the grant date.
During fiscal 2016, expected volatility was based on using a blended approach, which included weighted average historical volatility of a group of publicly-traded peer companies, weighted average historical volatility of the Company and the weighted average implied volatility. The expected volatility increased, from pre-acquisition to post-acquisition of the IS&GS Business in fiscal 2016, due to a higher allocation of peer group volatility used post-acquisition compared to a higher allocation of historical volatility used pre-acquisition. The post-acquisition volatility reflected an updated peer group mix.
During fiscal 2017, the Company ceased the usage of peer group volatility, as an input into its blended approach to measure expected volatility, and increased the reliance on historical volatility. The revised blended approach includes the Company's weighted average historical and implied volatilities.
The risk-free rate is derived using the yield curve of a zero-coupon U.S. Treasury bond with a maturity equal to the expected term of the stock option on the grant date. Leidos utilizes the simplified method for the expected term, which represents an appropriate period of time that the options granted are expected to remain outstanding between the weighted-average vesting period and end of the respective contractual term. The dividend yield increased from pre-acquisition to post-acquisition due to historical stock price fluctuations. The Company uses historical data to estimate forfeitures and was derived in the same manner as in the prior years presented.

Leidos Holdings, Inc. Annual Report - 87

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The weighted average grant-date fair value and assumptions used to determine fair value of stock options granted for the periods presented were as follows:
 
12 Months Ended 11 Months Ended
 
December 29,
2017

December 30, 2016
(Grants after acquisition)

December 30, 2016
(Grants before acquisition)
 January 1,
2016
Weighted average grant-date fair value
$11.53

$10.33

$9.54
 $6.72
Expected term (in years)
4.7

4.7

4.8
 4.7
Expected volatility
29.7%
37.9%
29.9% 24.5%
Risk-free interest rate
1.9%
1.2%
1.3% 1.4%
Dividend yield
2.5%
2.7%
2.5% 2.9%
Special Dividend Adjustment
As a result of the payment of the special cash dividend anti-dilutive adjustments were made to Leidos stockholders in August 2016, Leidos modified all outstanding stock options on the dividend record date to preserve their value following the special cash dividend, as required by the Company’s 2006 Equity Incentive Plan.original grant date fair value. The modifications were made to reduceresulted in a reduction in the exercisestrike prices of the outstanding stock options by a factor of 0.74 and toan increase in the number of shares issuable upon the exercise of each option such that the aggregate difference between the market price and exercise price times the number of shares issuable upon exercise was substantially the same immediately before and after the payment of the special dividend. To affect these modifications, on June 12, 2013, the Company increased the shares of stock subject to stock options by a factor of 1.0713, which is1.35 between the ratio of the closingpre-modification stock price of $59.48 on June 11, 2013, the last trading date prior to ex-dividend date, to the opening price of $55.52 on the ex-dividend date, June 12, 2013, and decreased the exercise price of each of thepost-modification stock options by a factor of 0.9334, which is the ratio of the opening price on the ex-dividend date to the closing price on June 11, 2013.price. These adjustments did not result in additional share-basedstock-based compensation expense, as the fair value of the outstanding options immediately following the payment of the special cash dividend was equal to the fair value immediately prior to such distribution. These adjustments are reflectedThe modifications resulted in an increase in options outstanding by 0.9 million. The special dividend declared was $993 million. As a result of the special dividend declaration, the Company accrued $29 million of dividend equivalents with respect to outstanding equity awards. The transactions associated with the special cash dividend were recorded to "Additional paid-in capital" in the “Special Dividend Adjustment” line in the stock option activity table below.

Leidos Holdings, Inc. Annual Report F-42


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the Company’s stock option awards is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The fair value of the Company’s stock option awards is generally expensed on a straight-line basis over the vesting period of four years, except for stock options granted to the Company’s outside directors, which is recognized over the vesting period of one year or less.
Prior to the Company's separation transaction, the expected term of all awards granted was derived from the Company's historical experience with the exception of awards granted to our outside directors prior to fiscal 2013 which were derived utilizing the “simplified” method presented in SEC Staff Accounting Bulletin Nos. 107 and 110, “Share-Based Payment”. Expected volatility was based on an average of the historical volatility of Leidos' stock and the implied volatility from traded options on Leidos stock. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond with a maturity equal to the expected term of the stock option on the date of grant. The Company used historical data to estimate forfeitures.
After the separation transaction, the expected term for all awards granted is derived utilizing the “simplified” method due to the lack of historical experience post separation. Expected volatility is estimated based on a weighted average historical volatility of a group of publicly-traded peer companies for a period consistent with the expected option term. The Company will continue to use peer group volatility information, until historical volatility of the Company is relevant, to measure expected volatility for future option grants. The risk-free rate is derived in same manner as prior to the separation transaction. The Company uses historical data to estimate forfeitures.
The weighted average grant-date fair value and assumptions used to determine fair value of stock options granted for each of the three years ended January 31, 2014 were as follows:
 Year Ended January 31 
 2014 Grants After Spin 2014 Grants Before Spin 2013 2012 
Weighted average grant-date fair value$9.04
 $9.48
 $6.76
**$15.73
**
Expected term (in years)4.8
 5.0
 5.0
 4.9
 
Expected volatility29.5% 30.0% 24.5% 23.4% 
Risk-free interest rate1.4% 1.4% 1.0% 2.2% 
Dividend yield2.4% 2.8% 3.7% % 
** Adjusted for additional awards granted for the $4.00 Special Dividend

The following table summarizes activity related to exercises of stock options for each of the three years ended January 31, 2014 as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Cash received from exercises of stock options$
 $
 $1
Stock exchanged at fair value upon exercises of stock options1
 
 14
Tax benefits realized from exercises of stock options
 
 4


Leidos Holdings, Inc. Annual Report F-43


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


consolidated balance sheets.
Stock option activity for each of the three years ended January 31, 2014periods presented was as follows:
Shares of
stock under
stock options
 
Weighted
average
exercise  price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic value
 
Shares of
stock under
stock options
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic value
(in millions)   (in years) (in millions) (in millions)   (in years) (in millions)
Outstanding at January 31, 20116.2
 69.25
 2.1 11
Outstanding at January 30, 2015 3.6
 $38.50
 4.0 $14
Options granted1.0
 67.67
     0.6
 42.64
  
Options forfeited or expired(0.9) 66.91
     (0.9) 42.03
  
Options exercised(1.1) 58.75
   8
 (0.9) 38.53
 9
Outstanding at January 31, 20125.2
 71.60
 2.5 
Outstanding at January 1, 2016 2.4
 $38.21
 4.5 $43
Options granted 0.6
 43.56
  
Special dividend adjustments 0.9
    
Options forfeited or expired (0.2) 34.98
  
Options exercised (0.4) 34.11
 5
Outstanding at December 30, 2016 3.3
 $29.77
 4.1 70
Options granted1.3
 52.79
     0.5
 53.51
 
 

Options forfeited or expired(1.6) 70.17
     (0.2) 35.72
 
 

Options exercised
 
   
 (0.8) 27.23
 
 23
Outstanding at January 31, 20134.9
 67.24
 3.0 
Options granted1.4
 54.86
    
Special dividend adjustments0.4
    
Options forfeited or expired(1.3) 71.80
    
Spin-off Adjustment(1.9) 57.85
   

Outstanding at September 27, 20133.5
 59.25
 3.9 24
Outstanding at December 29, 2017 2.8
 34.38
 3.9 86
Exercisable at December 29, 2017 1.6
 $29.13
 2.7 $56
Vested and expected to vest in the future as of December 29, 2017 2.7
 $33.98
 3.8 $83

 Shares of
stock under
stock options
 Weighted
average
exercise  price
 Weighted
average
remaining
contractual
term
 Aggregate
intrinsic value
Outstanding at September 28, 20134.9
**$40.20
**3.9 $24
Options granted0.2
 45.16
    
Options forfeited or expired(0.4) 39.43
    
Options exercised(0.2) 43.10
   1
Outstanding at January 31, 20144.5
 40.33
 3.8 25
Exercisable at January 31, 20141.9
 44.36
 1.7 4
Vested and expected to vest in the future as of January 31, 20144.3
 40.53
 3.6 23
**Adjustedfor Conversion Ratio of 1.4523
As of January 31, 2014,December 29, 2017, there was $8$6 million of unrecognized compensation cost, net of estimated forfeitures, related to stock options, which is expected to be recognized over a weighted-average period of 1.62.3 years.
Vesting
Leidos Holdings, Inc. Annual Report - 88

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The following table summarizes activity related to exercises of stock options:
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Tax benefits from stock options exercised $7
 $1
 $1
Fair value of stock surrendered in payment of the exercise price for stock options exercised $2
 $4
 $3
Cash received from exercises of stock options $2
 $
 $
Restricted Stock Awards.Units and Awards
Compensation expense is measured at the grant date fair value and generally recognized over the vesting period of four years or seven years for certain stock awards granted under the Stock Compensation Plans based upon required service conditions and in some cases revenue-based performance conditions.

Leidos Holdings, Inc. Annual Report F-44


In connection with the Transactions (see "Note 2—Acquisitions"), the Company issued 0.6 million replacement restricted stock units valued at $23 million, of which $9 million was allocated as purchase consideration attributed to pre-acquisition service and the remaining $12 million represents the total remaining stock-based compensation expense, net of estimated forfeitures. This remaining expense will be recognized over three years from the date of acquisition.
LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

VestingRestricted stock awardunits activity for each of the three years ended January 31, 2014periods presented was as follows:
 
Shares of stock
under stock
awards
 
Weighted
average grant-
date fair value
 
 (in millions)
   
Unvested at January 31, 20112.9
 72.12
 
Awards granted1.4
 67.32
 
Awards forfeited(0.3) 70.72
 
Awards vested(1.0) 72.00
 
Unvested at January 31, 20123.0
 70.00
 
Awards granted1.7
 52.48
 
Awards forfeited(0.4) 62.84
 
Awards vested(1.2) 71.28
 
Unvested at January 31, 20133.1
 60.78
 
Awards granted2.1
 53.51
 
Awards forfeited(0.4) 58.28
 
Awards vested(0.9) 64.76
 
Spin-off Adjustment(1.5) 57.04
 
Unvested at September 27, 20132.4
 59.98
 
 Shares of stock
under stock
awards
 Weighted
average grant-
date fair value
 
Unvested stock awards at September 28, 20133.5
**$41.54
**
Awards granted0.4
*45.41
*
Awards forfeited(0.2) 39.75
 
Unvested stock awards at January 31, 20143.7
 42.05
 
* Includes Modified Performance-Based Awards
  
Shares of stock
under stock
awards
 
Weighted
average grant-
date fair value
  (in millions)  
Unvested stock awards at January 30, 2015 3.0
 $38.51
Awards granted 0.5
 42.95
Awards forfeited (0.4) 40.10
Awards vested (0.8) 40.05
Unvested stock awards at January 1, 2016 2.3
 $38.97
Awards granted 1.5
 41.45
Awards forfeited (0.2) 40.88
Awards vested (1.1) 38.91
Unvested stock awards at December 30, 2016 2.5
 $40.39
Awards granted 0.8
 53.91
Awards forfeited (0.3) 45.89
Awards vested (1.0) 41.02
Unvested stock awards at December 29, 2017 2.0
 $44.96
** Adjusted for Conversion Ratio of 1.4523
As of January 31, 2014,December 29, 2017, there was $68$37 million of unrecognized compensation cost, net of estimated forfeitures, related to vestingrestricted stock awards,units, which is expected to be recognized over a weighted average period of 1.92.0 years. The fair value of vestingrestricted stock awardsunits that vested in fiscal 2014, 2013,2017, fiscal 2016 and 2012the 11-month period ended January 1, 2016, was $49$33 million, $66$43 millionand $29 million, respectively. In addition, the fair value of dividend equivalents with respect to restricted stock units that vested in fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016 was $13 million, $8 million and $67$2 million, respectively.

Leidos Holdings, Inc. Annual Report - 89

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Performance-Based Stock Awards.TheAwards
Historically, the Company grantsgranted performance-based stock awards to certain officers and key employees of the Company under the 2006 Equity Incentive Plan. The Company’sDuring fiscal 2017, upon stockholder approval, the Company started granting performance-based stock awards to these individuals under the 2017 Omnibus Incentive Plan. Under both plans, the Company's performance-based stock awards vest and the stock is issued at the end of a three-year period based upon the achievement of specific performance criteria, with the number of shares ultimately awarded, if any, ranging up to 150% of the specified target awards. If performance is below the threshold level of performance, no shares will be issued. As discussed above in New SAIC Spin-off Adjustments,
For awards granted during fiscal 2017, fiscal 2016 and the performance11-month period for certain performance-based stock awards was deemed completed as of the last fiscal quarter prior to the spin-off withended January 1, 2016, the target number of shares prorated forof stock granted under the completed period earned. For all of the remaining target shares in the original award, the performance condition was removedawards will vest and the awards are subject to vestingstock will be issued at the end of a three-year period based on continued employment through the originala three-year cycle performance period and reflected in the vesting stockactual number of shares to be issued will be based upon the achievement of the three-year cycle's performance criteria. Also, during fiscal 2017, fiscal 2016 and the 11-month period ended January 1, 2016, the Company granted performance-based awards table above. In the table below, the outstanding awardswith market conditions. These market conditions grants represent the awards whose performance conditions were completed intarget number of shares and the last fiscal quarter prioractual number of shares to be awarded upon vesting may be higher or lower depending upon the spin-off and continue to vest over the original service periodachievement of the award.relevant market conditions. The target number of shares granted under the market conditions grants will vest and the stock will be issued at the end of a three-year period based on the attainment of certain total shareholder return performance measures and the employee's continued service through the vest date.

Leidos Holdings, Inc. Annual Report F-45


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance-based stock award activity for each of the year ended January 31, 2014periods presented was as follows:
 
Expected number
of shares of stock
to be issued under
performance-based
stock awards
 
Weighted
average grant-
date fair value
 
 (in millions)   
Outstanding at January 31, 20130.3
 $52.96
 
Awards canceled(0.2)*53.11
*
Outstanding at January 31, 20140.1
**36.66
**
* Includes Modified Performance-Based Stock Awards
  
Expected number
of shares of stock
to be issued under
performance-based
stock awards
 
Weighted
average grant-
date fair value
  (in millions)  
Unvested at January 30, 2015 0.1
 $37.70
Awards granted 0.2
 44.30
Awards forfeited (0.1) 43.49
Unvested at January 1, 2016 0.2
 $43.35
Awards granted 0.2
 45.62
Unvested at December 30, 2016 0.4
 $44.44
Awards granted 0.2
 57.94
Awards vested (0.1) 42.85
Unvested at December 29, 2017 0.5
 $50.34
**Adjusted for Conversion Ratio of 1.4523
There were no grants for performance-based stock awards during fiscal 2014. The weighted average grant date fair value for performance-based stock, excluding those with a market condition, during fiscal 20132017, fiscal 2016 and 2012the 11-month period ended January 1, 2016 was $52.52$53.58, $45.83and$43.78, respectively. The weighted average grant date fair value for performance-based stock with market conditions that were granted during fiscal 2017, fiscal 2016 and $67.68, respectively.the 11-month period ended January 1, 2016, was $62.30, $45.80 and $45.00, respectively, and was calculated using the Monte Carlo simulation.
The Monte Carlo simulation assumptions used for the periods presented were as follows:
 
12 Months Ended 11 Months Ended
 
December 29,
2017
 December 30,
2016
 January 1,
2016
Expected volatility
27.19% 31.73% 27.67%
Risk free rate of return
1.53% 1.01% 0.82%
Weighted average grant date stock price
$53.73
 $46.54
 $42.61
As of January 31, 2014,December 29, 2017, there was $0.5$9 million of unrecognized compensation cost, net of estimated forfeitures, related to performance-based stock awards granted under both the 2017 Omnibus Incentive Plan and 2006 Equity

Leidos Holdings, Inc. Annual Report - 90

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Incentive Plan, which is expected to be recognized over a weighted average period of 1.01.8 years. The fair value of performance-based stock awards that vested in fiscal 20142017 was $1.5$4 million. There were no vesting events for performance-based stock awards duringthat vested in fiscal 20132016 and 2012.the 11-month period ended January 1, 2016.
Note 12—16—Income Taxes:Taxes
Substantially allIn December 2017, the U.S. government enacted the Tax Act which made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; and (4) limiting the deductibility of certain executive compensation.
As a result of the Company’s analysis of the impact of the Tax Act, a discrete net tax benefit of $115 million was recorded in fiscal 2017, which primarily consists of a net benefit for the corporate rate reduction of $119 million. This rate reduction resulted in a corresponding net decrease of deferred tax liabilities.
The Company's accounting for the following elements of the Tax Act is not complete: (1) deemed repatriation tax, (2) cost recovery and (3) limitation on the deductibility of certain executive compensation. However, the Company was able to make reasonable estimates and has recorded provisional amounts. The Company expects to finalize its assessment of all provisional amounts within the maximum one year measurement period. There are no material elements of the Tax Act for which the Company was unable to make a reasonable estimate.
Less than 10% of the Company's income from continuing operations before income taxes for fiscal 2017, fiscal 2016 and the three years11-month period ended January 31, 20141, 2016, was earned inoutside of the United States. The provision for income taxes related to continuing operations for each of the three years ended January 31, 2014periods presented included the following:
Year Ended January 31 12 Months Ended 11 Months Ended
2014 2013 2012 December 29,
2017
 December 30,
2016
 January 1,
2016
(in millions) (in millions)
Current:           
Federal and foreign$32
 $(51) $91
 $130
 $88
 $71
State13
 9
 (10) 30
 16
 14
Deferred:           
Federal and foreign(28) 55
 (9) (141) (29) 20
State(13) 10
 1
 10
 (3) 7
Total$4
 $23
 $73
 $29
 $72
 $112


Leidos Holdings, Inc. Annual Report F-46- 91

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to income from continuing operations before income taxes for each of the three years ended January 31, 2014periods presented was as follows:
Year Ended January 31 12 Months Ended 11 Months Ended
2014 2013 2012 December 29,
2017
 December 30,
2016
 January 1,
2016
(dollars in millions) (in millions)
Amount computed at the statutory federal income tax rate (35%)$31
 $122
 $(57) $138
 $111
 $124
Change in statutory federal tax rate (125) 
 
State income taxes, net of federal tax benefit
 10
 (3) 31
 8
 14
Change in accruals for uncertain tax positions(5) (1) (2)
CityTime uncertain tax liability
 (96) 96
Excess tax benefits from stock-based compensation (12) (8) 
Capitalized transaction costs 9
 7
 
Change in valuation allowance for deferred tax assets 7
 (8) (21)
Research and development credits(3) (5) (3) (7) (4) (4)
Dividends paid to employee stock ownership plan(22) (9) 
 (4) (38) (3)
U.S. manufacturing activity benefit(3) (1) (4)
Non-deductible penalties4
 
 46
Impact of foreign operations (4) 
 
Change in accruals for uncertain tax positions 
 1
 (4)
Other2
 3
 
 (4) 3
 6
Total$4
 $23
 $73
 $29
 $72
 $112
Effective income tax rate4.5% 6.6% (45.1)% 7.4% 22.6% 31.5%
The Company’s lowerCompany's effective income tax rate for fiscal 2014 when compared2017 was favorably impacted by the Tax Act's reduction of the federal corporate tax rate from 35% to 21% applied to the Company's fiscal 20132017 year-end deferred tax balances and excess tax benefits related to employee stock-based payment transactions.

The Company's effective tax rate for fiscal 2016 was primarily due to lower earnings in fiscal 2014,favorably impacted by the tax deductibility of the special cash dividend, related to the Transactions described in “Note 2—Acquisitions,” on shares held by the Leidos retirement plan, the income tax benefits of the research tax credit and the excess tax benefits related to employee stock-based payment transactions, partially offset by the impact of certain capitalized transactions costs related to the Transactions.
The Company's effective tax rate for the 11-month period ended January 1, 2016, was favorably impacted by the release of the valuation allowance related to the utilization of a capital loss carryforward for capital gains recognized during the current year and the favorable resolution of certain tax contingencies with the tax authorities. In addition, the Company's effective tax rate was favorably impacted by the research tax credit as well as the tax deduction for dividends on shares held by the Leidos Retirement Plan (an employee stock ownership plan) and the resolution of certain tax contingencies with the tax authorities resulting in the recognition of an income tax benefit of approximately $7 million. The effective tax rate for fiscal 2013 benefited from a $96 million reduction in the provision for income tax as the result of an issue resolution agreement with the IRS with respect to the tax deductible portion of the CityTime payment which is described in Note 17. The effective income tax rate for fiscal 2012 was negatively impacted by estimated non-deductible portion of the CityTime loss provision..
The Company expects the benefit from the tax deductibility of dividends on shares held by the Leidos Retirement Plan to decrease in the future. In fiscal 2014, the Company benefited from the dividends paid to New SAIC’s employees participating in the plan up to the date of the spin-off and the special dividend of $7 million and $11 million, respectively.

Leidos Holdings, Inc. Annual Report F-47


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes are recorded for differences in the basis of assets and liabilities for financial reporting purposes and tax reporting purposes. Deferred tax assets (liabilities) were comprised of the following:

Leidos Holdings, Inc. Annual Report - 92

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




January 31 December 29,
2017
 December 30,
2016
2014 2013 (in millions)
(in millions)
Reserves $62
 $103
Capital loss carryover 60
 81
Accrued vacation and bonuses$62
 $55
 54
 89
Investments3
 5
Credits and net operating losses carryovers 33
 35
Deferred compensation38
 40
 22
 38
Vesting stock awards34
 38
 17
 23
Credits and net operating losses carryovers27
 34
Deferred rent and tenant allowances 10
 16
Investments 2
 3
Employee benefit contributions3
 1
 
 3
Reserves51
 37
Other23
 29
 18
 17
Total deferred tax assets241
 239
 278
 408
Valuation allowance(7) (7) (83) (102)
Deferred tax assets, net of valuation allowance234
 232
 195
 306

       
Purchased intangible assets (340) (748)
Deferred revenue(31) (71) (34) (42)
Partnership interest (17) (14)
Accumulated other comprehensive income (13) (8)
Employee benefit contributions (3) 
Fixed asset basis differences(27) (12) 
 (11)
Purchased intangible assets(138) (135)
Other (8) (7)
Total deferred tax liabilities(196) (218) (415) (830)
Net deferred tax assets$38
 $14
Net deferred tax liabilities $(220) $(524)
Net deferred tax assets (liabilities) were as follows:
January 31 December 29,
2017
 December 30,
2016
2014 2013 (in millions)
(in millions)
Net current deferred tax assets$89
 $34
Net non-current deferred tax assets15
 12
 $
 $16
Net non-current deferred tax liabilities(66) (32) (220) (540)
Total net deferred tax assets$38
 $14
Total net deferred tax liabilities $(220) $(524)
At January 31, 2014,December 29, 2017, the Company had $25$20 million of federal net operating loss (NOL)("NOL") carryforwards and $180 million of state net operating losses, which will begin to expire in fiscal 2026 to 2030. The Company expects to fully utilize these NOL carryforwards.2018. The Company also has various state NOL carryforwards. The Company has established a valuation allowance for those state NOL carryforwards which it does not expect to utilize. The Company also had $15$13 million of state tax credits, at January 31, 2014, which will begin to expire in fiscal 2018 to fiscal 2028.2018. The Company expects to utilize $13$5 million and $71 million of these state tax credits.credits and state net operating losses, respectively. The company also had foreign net operating losses of $35 million. The majority of the NOLs were acquired in the Transactions.
As of December 29, 2017, the Company had a capital loss carryforward of $234 million, $97 million of which will begin to expire in fiscal 2018. The Company does not believe it will be able to generate capital gains to realize the benefit from the capital loss carryforward. As a result, a full valuation allowance has been provided as of December 29, 2017.

Leidos Holdings, Inc. Annual Report F-48- 93

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





The Company’sCompany's unrecognized tax benefits are primarily related to certain recurring deductions customary for the Company’s industry. The changes in the unrecognized tax benefits, excluding accrued interest and penalties, were as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Unrecognized tax benefits at beginning of year$21
 $129
 $23
Additions for tax positions related to current year
 
 102
Additions for tax positions related to prior years2
 2
 10
Reductions for tax positions related to prior years
 (107) (4)
Settlements with taxing authorities
 (1) 
Lapse of statute of limitations(9) (2) (2)
Unrecognized tax benefits at end of year$14
 $21
 $129
Unrecognized tax benefits that, if recognized, would affect the effective income tax rate$6
 $10
 $108

In fiscal 2014, the Company’s unrecognized tax benefits decreased primarily due to the expiration of the fiscal 2009 statute of limitations. In fiscal 2013, the Company’s unrecognized tax benefits decreased primarily due to the issue resolution agreement with the IRS with respect to the CityTime loss provision recorded in fiscal 2012.
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Unrecognized tax benefits at beginning of year $9
 $11
 $17
Additions for tax positions related to current year 2
 1
 5
Additions for tax positions related to prior years 2
 4
 4
Reductions for tax positions related to prior years (3) (7) (15)
Unrecognized tax benefits at end of year $10
 $9
 $11
Unrecognized tax benefits that, if recognized, would affect the effective income tax rate $7
 $4
 $7
At each ofDecember 29, 2017, December 30, 2016, and January 31, 2014 and 2013,1, 2016, accrued interest and penalties totaled $2 million and $3 million, respectively.$1 million. A negligible amount of interest and penalties were recognized in the Company's consolidated statements of income in fiscal 2014, 2013,2017, fiscal 2016 and 2012.the 11-month period ended January 1, 2016.
At January 31, 2014,December 29, 2017, the balance of unrecognized tax benefits included liabilities for uncertain tax positions of $16$11 million, $12$7 million of which were classified as other long-term liabilities on the Company's consolidated balance sheet. Thesheets. At December 30, 2016, the balance of unrecognized tax benefits at January 31, 2013 included liabilities for uncertain tax positions of $24$10 million, all$5 million of which iswere classified as other long-term liabilities on the Company's consolidated balance sheet.

sheets. At January 1, 2016, the balance of unrecognized tax benefits included liabilities for uncertain tax positions of $12 million
, $5 million of which were classified as other long-term liabilities on the Company's consolidated balance sheets.
The Company files income tax returns in the United States and various state and foreign jurisdictions andjurisdictions. The Company participates in the Internal Revenue Service (“IRS”) Compliance Assurance Process, a real-time audit of the Company's consolidated federal corporate income tax return. The IRS has examined the Company's consolidated federal income tax returns through the year ended December 30, 2016. With a few exceptions, as of December 29, 2017, the Company is no longer subject to routine compliance reviewsstate, local, or foreign examinations by the IRS and other taxing authorities.  The Company has effectively settled with the IRStax authorities for allyears before fiscal years prior to 2014, except 2010.   2015.
During the next 12 months, it is reasonably possible that resolution of reviews by taxing authorities, both domestic and international, could be reached with respect to $8$6 million of the Company’sCompany's unrecognized tax benefits, including $1 million of previously accrued interest, depending on the timing of ongoing examinations, any litigation and expiration of statute of limitations, either because the Company’sCompany's tax positions are sustained or because the Company agrees to their disallowance and pays the related income tax. The resolution of the tax matters could result in a $4 million reduction in income tax expense during the last two quarters of fiscal 2015. While the Company believes it has adequate accruals for uncertain tax positions, the tax authorities may determine that the Company owes taxes in excess of recorded accruals or the recorded accruals may be in excess of the final settlement amounts agreed to by tax authorities.

Leidos Holdings, Inc. Annual Report F-49


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13—17—Retirement Plans:Plans
Defined Contribution Plans
The Company sponsors several defined contribution plans, including the Leidos, Inc. Retirement Plan which is both a 401(k) plan and an employee stock ownership plan, in which most employees are eligible to participate.participate, and the Leidos, Inc. Retirement Plan for Former IS&GS Employees. These plans allow eligible participants to contribute a portion of their income through payroll deductions and the Company may also make discretionary contributions. Company contributions expensedwere $94 million, $68 million and $56 million for defined contribution plans were $81 million, $92 millionfiscal 2017, fiscal 2016 and $95 million in fiscal 2014, 2013, and 2012,the 11-month period ended January 1, 2016, respectively. At the end

Leidos Holdings, Inc. Annual Report - 94

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Deferred Compensation Plans
The Company maintains two deferred compensation plans, the Keystaff Deferral Plan (KDP)("KDP") and the Key Executive Stock Deferral Plan (KESDP)("KESDP"), for the benefit of certain management or highly compensated employees or directors and allowsmembers of the Board of Directors. The deferred compensation plans allow eligible participants to elect to defer a portion of their salary, and all or a portion of their annual bonus, sign-on bonus or certain other bonuses.bonuses, including stock unit awards. Directors may also elect to defer their director fees. fees and retainers.
The Company makes no contributions to the KDP but maintains participant accounts for deferred amounts and interest earned. Interest is accruedinvestments. The Company maintains a rabbi trust for the purpose of funding benefit payments to the KDP participants. Participants may allocate deferred cash bonus amounts into a variety of designated investment options, with gains and losses based on the Moody’s Seasoned Corporate Bond Rate. Deferred balances are generally paid upon retirement or termination.elected investment option performance. Under the KESDP, eligible participants may also elect to defer in share units all or a portion of their bonuscertain cash bonuses and stock unit awards granted under the 2006 Equity Incentive Plan and the 2017 Omnibus Incentive Plan (see Note 11) and prior plans."Note 15 Stock-Based Compensation"). The Company makes no contributions to the accounts of KESDP participants. Benefits from the KESDP are payable in shares of Leidos'Leidos common stock that may be held in a rabbi trust for the purpose of funding benefit payments to KESDP participants. Deferred balances will generally bein the KDP and KESDP plans are paid in lump sum or installments upon retirement, termination, or termination.the elected specified date.
Beginning in fiscal 2012, theThe Company sponsored a 401(k) Excess Deferral Plan (Excess Plan)("Excess Plan") for the benefit of certain management or highly compensated employees that allowsallowed participants to elect to defer up to 20% of their eligible salary once the participant has met the IRS contribution limit imposed on the Leidos, Inc. Retirement Plan. The Company makesmade matching contributions to participants who have received a reduced Company contribution in the Leidos, Inc. Retirement Plan due to the participant’sparticipant's deferral of salary into the Excess Plan.Plan which were included in the contributions expensed amount for defined contributions plans. This plan was frozen effective December 31, 2016.
Defined Benefit Plans
The Company sponsors a defined benefit pension plan in the United Kingdom for plan participants that primarily performed servicesformer employees on an expired customer contract. While benefits are no longer accruing under the plan are frozen, the Company has continuing defined benefit pension obligations with respect to certain plan participants. In fiscal 2012, the Company sold certain components of its business, including the component of its business that contained this pension and employed the pension plan participants. The Company has classified the operating results of this business component, including pension expense through the date of sale, as discontinued operations for all periods presented. Pursuant to the definitive sale agreement, the Company retained the assets and obligations of this defined benefit pension plan. As a result of retaining the pension obligation, the remaining immaterial components of ongoing pension expense, primarily interest costs and assumed return on plan assets subsequent to the sale, are recorded in continuing operations.
In fiscal 2013, certain plan participants in the Company’s defined benefit pension plan, who previously transferred their employment to a successor contractor upon the expiration of the customer contract, elected to transfer, and the Company transferred, $46 million of pension plan assets to that successor contractor’s plan and settled $63 million of related pension plan obligations. As a result of the transfer, the Company recorded an immaterial settlement gain in selling, general and administrative expenses in fiscal 2013.

Leidos Holdings, Inc. Annual Report F-50


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The projected benefit obligation as of January 31, 2014December 29, 2017, and January 31, 2013December 30, 2016, was $106$120 million and $94$115 million, respectively. The increase in the projected benefit obligation was primarily due to the impact of a weaker U.S. dollar, partially offset by a gain resulting from changes in assumptions used in the valuation.
The fair value of plan assets as of January 31, 2014December 29, 2017, and January 31, 2013December 30, 2016, was $98$129 million and $86$109 million, respectively. The plan funding status was underfunded byoverfunded $9 million and $8underfunded $6 million as of January 31, 2014December 29, 2017, and January 2013,December 30, 2016, respectively.
The plan’s assets consist of investments in pooled funds that contain investments with values based on quoted market prices, but for which the pools are not valued on a daily quoted market basis (Level 2 inputs).
Other
The Company also sponsors a defined benefit pension plan for employees working on one U.S. Government contract. As part of the contractual agreement, the customer reimburses the Company for contributions made to the plan that are allowable under government contract cost accounting requirements. If the Company were to cease being the contractor as a result of a recompetition process, this defined benefit pension plan and related plan assets and liabilities would transfer to the new contractor. If the contract expires or is terminated with no transfer of the plan to a successor contractor, any amount by which plan liabilities exceed plan assets, as of that date, will be reimbursed by the U.S. Government customer. Since the Company is not responsible for the current or future funded status of this plan, no assets or liabilities arising from its funded status are recorded in the Company’sCompany's consolidated financial statements and no amounts associated with this plan are included in the defined benefit plan disclosures above.

Leidos Holdings, Inc. Annual Report - 95

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 14—Leases:18—Leases
The Company occupies most of its facilities under operating leases. Most of the leases require the Company to pay maintenance and operating expenses such as taxes, insurance and utilities and also contain renewal options to extend the lease and provisions for periodic rate escalations to reflect inflationary increases. Certain equipment is leased under short-term or cancelable operating leases. Rental expense for facilities and equipment related to continuing operations for each of the three fiscal years ended January 31, 2014periods presented were as follows:
Year Ended January 31 12 Months Ended 11 Months Ended
2014 2013 2012 December 29,
2017
 December 30,
2016
 January 1,
2016
(in millions) (in millions)
Gross rental expense$181
 $154
 $158
 $181
 $107
 $83
Less sublease income(6) (4) (6)
Less: sublease income (3) (2) (8)
Net rental expense$175
 $150
 $152
 $178
 $105
 $75
In connection with the spin-off transaction, the Company took actionsThe increase in order to align its cost structure post-separation to reduce its real estate footprint by vacating facilities that are not necessary for its future requirements. The fiscal 2014 rental expense inwas primarily due to the above table includes additional rent expense related to lease termination costs incurred in connection with these actions.
In fiscal 2004, the Company was awarded a contract with the Greek Government (see Note 17) that requires the Company to lease certain equipment under an operating lease from a subcontractor for 10 years. The termsacquisition of the customer contract and lease agreement provide that if the customer defaults on its payments to the Company to cover the future lease payments, then the Company is not required to make the lease payments to the subcontractor. Consequently, the maximum contingent lease liability of $12 million related to this contract at January 31, 2014 is not reflectedIS&GS Business in the future minimum lease commitments table below.fiscal 2016.

Leidos Holdings, Inc. Annual Report F-51


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease commitments and lease or sublease receipts, under non-cancelable operating leases in effect at January 31, 2014December 29, 2017, are as follows:
Year Ending January 31Operating  lease
commitment
 Sublease
receipts
 (in millions)
2015$95
 $7
201691
 7
201776
 7
201864
 5
201953
 4
2020 and thereafter109
 12
Total$488
 $42
Fiscal Year Ending Operating lease
commitment
 Sublease
receipts
  (in millions)
2018 $140
 $2
2019 107
 1
2020 78
 1
2021 53
 1
2022 39
 
2023 and thereafter 78
 
Total $495
 $5
As of January 31, 2014,December 29, 2017, the Company had capital lease obligations of $3$6 million that are payable over the next four years.two years (see "Note 12—Debt").
Sale and Leaseback Agreement
On May 3, 2013, the Company entered into a purchase and sale agreement ("2013 Sale") relating to the sale of approximately 18 acres of land in Fairfax County, Virginia, including four office buildings, a multi-level parking garage, surface parking lots, and other related improvements and structures, as well as tangible personal property and third-party leases. This sale is expected toagreement contemplated that sales would be completed in a series of transactions over approximately sixa period of several years.
On July 26, 2013,August 31, 2015, the Company closedentered into an amendment to the first phase of theoriginal purchase and sale agreement and received proceedssubsequently, in December 2015, closed the sale of $83the remaining building, parcels of land that surround the building and the multi-level surface parking garage for a net purchase consideration of $95 million. The closing consideration consisted of a cash payment of $75 million and a promissory note (the "Note") of $20 million, net of selling costs.discount of $5 million. The Company leased backproceeds of $95 million resulted in a gain of $82 million due to 1) the write-off of the financing note payable of $35 million and other long-term liabilities of $5 million from the buyer three of2013 Sale; 2) offset by the office buildings over varying lease terms. The sale of two of the office buildings was accounted for as a sale-leaseback transaction with proceeds from the salewrite-off of $40 million a correspondingin aggregate net book value of $42 million resulting in a $2 million loss recorded in selling, general and administrative expenses. These leases were accounted for as operating leases over a six months termproperty disposed, which ended on January 31, 2014. The saleincludes amounts related to the disposal of the third office building is being accountedsold during the 2013 Sale; and 3) payments for as a lease termination fee of $8 million to terminate the financing transaction.leaseback agreement and transaction and selling costs of $5 million. The allocated consideration received of $38 milliongain was recorded as a note payable to be paid over seven years within "Other (expense) income, net" in the Company's consolidated statements of income.
The Note matures on December 17, 2019 ("Maturity Date"), and accrues interest at the lessee’s incremental borrowing rate, estimated at 3.7%. The right30-day LIBOR subject to a floor of use for0.25% per annum, plus 0.50% over a four-year period. Interest will accrue daily and is not compounded to the multi-level parking garage and surface parking lots were allocated proceeds of $1 million and $4 million, respectively, and were accounted for as other long term liabilities.

Leidos Holdings, Inc. Annual Report F-52- 96

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




outstanding principal balance. The total accumulated interest and principal will be paid in a lump sum on the Maturity Date. If prepayments are made towards the outstanding principal and interest balance prior to the maturity date, the Company will credit 60% of the accrued interest against the outstanding balance; additionally, if all of the outstanding principal and interest balance is prepaid on or before December 17, 2018, the Company will credit 80% of the accrued interest due under the Note.
Note 15—19—Supplementary Cash Flow Information:Information and Restricted Cash
Supplementary cash flow information, including non-cash investing and financing activities, for each of the three years ended January 31, 2014periods presented was as follows:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Decrease in accrued stock repurchases$
 $
 $(7)
Vested stock issued as settlement of annual accrued bonus$2
 $2
 $3
Stock issued in lieu of cash dividends$18
 $3
 $
Capital lease obligations$1
 $
 $2
Fair value of assets acquired in acquisitions$259
 $541
 $238
Cash paid in acquisitions, net of cash acquired of $0 million, $9 million and $5 million in fiscal 2014, 2013 and 2012, respectively$(3) $(483) $(218)
Forgiveness of accounts receivable to acquire equity interest in business combination$(105) $
 $
Accrued liability for acquisition of business$(3) $(13) $
Liabilities assumed in acquisitions$148
 $45
 $20
Cash paid for interest (including discontinued operations)$82
 $92
 $107
Cash paid for income taxes (including discontinued operations)$63
 $128
 $289
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Supplementary cash flow information:      
Cash paid for income taxes, net of refunds $214
 $47
 $31
Cash paid for interest 133
 90
 50
       
Non-cash investing activity:      
Stock issued for acquisition of the IS&GS Business $
 $2,938
 $
Promissory note, net received for disposition of business 
 
 72
Promissory note, net received from a real estate sale 
 
 20
       
Non-cash financing activity:      
Capital lease and notes payable obligations $27
 $
 $6
Dividends declared and other 3
 21
 2
The following is a reconciliation of cash and cash equivalents, as reported within the consolidated balance sheets, to the total cash, cash equivalents and restricted cash, as reported within the consolidated statements of cash flows, as required by the adoption of ASU 2016-18 (see "Note 1—Summary of Significant Accounting Policies"):
  December 29,
2017
 December 30,
2016
  (in millions)
Cash and cash equivalents $390
 $376
Restricted cash 32
 20
Total cash, cash equivalents and restricted cash $422
 $396
The restricted cash is recorded within "Inventory, prepaid expenses and other current assets" in the Company's consolidated balance sheets.
The restricted cash primarily comprises of advances from customers that are restricted as to use for certain expenditures related to that customer's contract.

Leidos Holdings, Inc. Annual Report - 97

LEIDOS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 16—20—Business Segment Information:Segments
The Company defines its reportable segments based on the way the chief operating decision maker (CODM)("CODM"), currently its chief executive officer,Chairman and Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing performance.
Effective February 1, 2013,During fiscal 2017, the Company realigned certaincompleted its business operations among its segments and renamed itsreorganization, which resulted in identification of three reportable segments (Defense Solutions, Civil and Health). Additionally, the Company separately presents the costs associated with corporate functions as follows: HealthCorporate. The Company commenced operating and Engineering; National Security Solutions; Technical Services and Information Technology; and Corporate and Other. In connection withreporting under the spin-offnew organization structure effective the beginning of New SAIC, discussed in Note 2,fiscal 2017. The segment information for prior periods has been recast to reflect the Technical Services and Information TechnologyCompany's current reportable segment was distributedsegments structure.
Defense Solutions is focused on rapidly deploying agile, cost-effective solutions to New SAIC and was included as partmeet the ever-changing missions of the Company's discontinued operations. Prior year amounts have been recast for consistency with the current year’s presentation.
Healthcustomers in areas of intelligence surveillance and Engineeringreconnaissance, enterprise IT and integrated systems and cybersecurity and global services. Defense Solutions provides health systems integration services to implement and optimize the usea diverse portfolio of electronic health records, apply data analytics and behavioral health research to help enable customers to improve healthcare quality and patient outcomes, detect and prevent diseases, enhance scientific discovery, and reduce costs to the healthcare system. Health and Engineering also provides engineering services and solutions focused on solving energy, environmental and infrastructure challenges. These include products and solutions in energy generation, efficiency and management, environmental services, securing critical infrastructure, and designing and building construction projects. Major customers of Health and Engineering primarily include the U.S. federal government, state and local governmental agencies, foreign governments and commercial enterprises in various industries.
National Security Solutions providesnational security solutions and systems for air, land, sea, space and cyberspace for the U.S. intelligence community,Intelligence Community, the DoD, the military services, DHS, government agencies of U.S. allies abroad and other federal, civilian and commercial customers in the U.S. Department of Homeland Security.  Ournational security industry. The Company's solutions deliver innovative technology, large scalelarge-scale intelligence systems, command and control, data analytics, cyberlogistics and cybersecurity solutions, logistics, andas well as intelligence analysis and operations support to critical missions around the world. Major
The Civil business is focused on seamlessly integrating and protecting physical, digital and data domains. By applying leading science, effective technologies and business acumen, the Company's forward thinkers are helping customers of National Security Solutions include nationalmaximize their performance and military intelligence agencies,take on the connected world with data-driven insights, improved efficiencies and othertechnological advantages.
The Health business is focused on delivering effective and affordable solutions to federal civilian and commercial customers inthat are responsible for the national security complex.health and wellbeing of people worldwide including service members and veterans. These solutions enable customers to deliver on the health mission of providing high quality, cost effective care and are accomplished through the integration of information technology, engineering, health & life sciences, clinical insights and health policy. The capabilities the Health business provides are principally encapsulated by four major areas of activity: complex systems integration, managed health services, enterprise IT transformation and life sciences.
Corporate and Other includes the operations of the Company’s internal real estate management subsidiary, various corporate activities, certain corporate expense items that are not reimbursed by the Company’sCompany's U.S. Government customers and certain revenue andother expense items excluded from the CODM’s evaluation of a reportable segment’ssegment's performance.

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LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





The following tables summarizetable summarizes business segment information for each of the three years ended January 31, 2014:periods presented:
 Year Ended January 31
 2014 2013 2012
 (in millions)
Revenues:     
Health and Engineering$1,735
 $1,825
 $1,612
National Security Solutions4,049
 4,650
 4,618
Corporate and Other(9) (1) (390)
Intersegment elimination(3) (5) (4)
Total revenues$5,772
 $6,469
 $5,836
Operating income (loss):     
Health and Engineering$21
 $140
 $139
National Security Solutions292
 360
 400
Corporate and Other(149) (77) (597)
Total operating income (loss)$164
 $423
 $(58)
Amortization of intangible assets:     
Health and Engineering$33
 $32
 $24
National Security Solutions3
 5
 8
Total amortization of intangible assets$36
 $37
 $32
  12 Months Ended 11 Months Ended
  December 29,
2017
 December 30,
2016
 January 1,
2016
  (in millions)
Revenues:      
Defense Solutions $4,959
 $3,843
 $3,009
Civil 3,409
 2,082
 1,141
Health 1,802
 1,117
 556
Corporate 
 1
 6
Total revenues $10,170
 $7,043
 $4,712
       
Operating income (loss):      
Defense Solutions $307
 $312
 $260
Civil 226
 146
 33
Health 228
 110
 46
Corporate (202) (151) (19)
Total operating income $559
 $417
 $320
       
Amortization of intangible assets:      
Defense Solutions $108
 $17
 $
Civil 132
 39
 6
Health 41
 28
 2
Total amortization of intangible assets $281
 $84
 $8
Asset information byThe financial performance measures used to evaluate segment is notperformance are revenues and operating income. As a key measure of performance used by the CODM. Interestresult, "Other (expense) income, interestnet," "Interest income," "Interest expense" and "Income tax expense, and provision for income taxes," as reported in the consolidated financial statements are not part of operating income and are primarily recorded atallocated to the corporate level.Company's segments. Under U.S. Government Cost Accounting Standards, indirect costs including depreciation expense are collected in numerous indirect cost pools, which are then collectively allocated out to the Company’s reportable segments based on a representative causal or beneficial relationship of the costs in the pool to the costs in the base. While depreciation expense is a component of the allocated costs, the allocation process precludes depreciation expense from being specifically identified by the Company’s individual reportable segments. For this reason, depreciation expense by reportable segment has not been reported above.
Substantially allAsset information by segment is not a key measure of performance used by the CODM.
Less than 10% of the Company’sCompany's revenues and tangible long-lived assets are generated by or owned by entities located inoutside of the United States. As such, the financial information by geographic location is not presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Company’s totalCompany's revenues are largely attributable to prime contracts with the U.S. Government or to subcontracts with other contractors engaged in work for the U.S. Government. The percentages of total revenues for the U.S. Government, its agencies and other customers comprising more than 10% of total revenues for eachin any of the three years ended January 31, 2014periods for the periods presented were as follows:
Year Ended January 31 12 Months Ended 11 Months Ended
2014 2013 2012 December 29,
2017
 December 30,
2016
 January 1,
2016
U.S. Government78% 81% 83% 84% 81% 76%
U.S. DoD68% 69% 72% 47% 56% 64%
U.S. Army19% 23% 25% 13% 14% 14%
Maryland Procurement Office 5% 7% 10%


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LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17—21—Contingencies
Legal Proceedings:Proceedings
TimekeepingMSA Joint Venture
On November 10, 2015, MSA received a final decision of the Department of Energy ("DoE") contracting officer for the Mission Support Contract with Cityconcluding that certain payments to MSA by DoE for the performance of New York
In March 2012,IT services by Lockheed Martin Services, Inc. (“LMSI”) under a subcontract to MSA constituted alleged affiliate fees in violation of the Company reachedFederal Acquisition Regulation (the "FAR"). Lockheed Martin Integrated Technology LLC (now known as Leidos Integrated Technology LLC) is a settlement withmember entity of MSA. Subsequent to the contracting officer's final decision, MSA, LMSI and Lockheed Martin Corporation received notice from the U.S. Attorney’sAttorney's Office for the SouthernEastern District of New YorkWashington that the U.S. Government had initiated a False Claims Act investigation into the facts surrounding this dispute, and each of MSA, LMSI and Lockheed Martin Corporation have produced information in response to Civil Investigative Demands from the U.S. Attorney's Office. In addition, the U.S. Attorney's office has advised that a parallel criminal investigation is open, although no subjects or targets of the investigation have been identified.
Since this issue first was raised by the DoE, MSA has asserted that the IT services performed by LMSI under a fixed price/fixed unit rate subcontract approved by the DoE meet the definition of a "commercial item" under the FAR and any profits earned on that subcontract are permissible. MSA filed an appeal of the contracting officer's decision with the Civilian Board of Contract Appeals and that appeal is pending, but has been stayed pending resolution of the False Claims Act investigation. Subsequent to the filing of MSA's appeal, the contracting officer demanded that MSA reimburse the DoE in the amount of $64 million, which was his estimate of the profits earned during the period from 2010 to 2014 by LMSI. The DoE has deferred that demand, pending resolution of the appeal, but to date the demand has not been rescinded. MSA and the Cityother members of New York (City) relatingMSA have indicated they believe if MSA incurs a liability in this matter, then Leidos Integrated Technology, LLC is responsible to investigations being conducted byMSA for the U.S. Attorney’s Officeloss. Under the terms of the Separation Agreement, Lockheed Martin has agreed to indemnify the Company for 100% of any damages in excess of $38 million up to $64 million, and the City50% of any damages in excess of $64 million, with respect to claims asserted against MSA related to this matter. At December 29, 2017, the Company’sCompany has a liability of $39 million and an indemnification asset of $1 million recorded in the consolidated balance sheets.
Securities Litigation
Between February and April 2012, alleged stockholders filed three putative securities class actions against the Company and several former executives relating to the Company's contract to develop and implement an automated time and attendance and workforce management system (CityTime) for certain agencies of the City. As part of this settlement, the Company entered into a deferred prosecution agreement with the U.S. Attorney’s Office, under which the Company paid approximately $500 million and the U.S. Attorney’s Office deferred prosecution of a single criminal count against the Company, which alleged that the Company, through the conduct of certain managerial employees and others, caused the City to significantly overpay for the CityTime system. If the Company complies with the terms of the deferred prosecution agreement, the U.S Attorney will dismiss the criminal count at the end of a three-year period. In August 2012, the Company entered into an administrative agreement with the U.S. Army, on behalf of all agencies of the U.S. Government that confirms the Company’s continuing eligibility to enter into and perform contracts with all agencies of the U.S. Government following the CityTime settlement. The Army has determined that the U.S. Government will have adequate assurances under the terms of the administrative agreement that initiation of suspension or debarment is not necessary to protect the U.S. Government’s interests following the CityTime settlement. Under the terms of the administrative agreement, the Company has agreed, among other things, to maintain a contractor responsibility program having the specific elements described in the administrative agreement, including retaining a monitor and providing certain reports to the U.S. Army. The administrative agreement will continue in effect for five years, provided that the Company may request earlier termination after three years.
Data Privacy Litigation
The Company is a defendant in a putative class action, In Re: Science Applications International Corporation (SAIC) Backup Tape Data Theft Litigation, a Multidistrict Litigation (MDL), in the U.S. District Court for the District of Columbia. The MDL action consolidates for pretrial proceedings the following seven individual putative class action lawsuits filed against the Company from October 2011 through March 2012: (1) Richardson, et al. v. TRICARE Management Activity, Science Applications International Corporation, United States Department of Defense, et al. in U.S. District Court for the District of Columbia; (2) Arellano, et al. v. SAIC, Inc. in U.S. District Court for the Western District of Texas; (3) Biggerman, et al. v. TRICARE Management Activity, Science Applications International Corporation, United States Department of Defense, et al. in U.S. District Court for the District of Columbia; (4)Moskowitz, et al. v. TRICARE Management Activity, Science Applications International Corporation, United States Department of Defense, et al. in U.S. District Court for the District of Columbia; (5) Palmer, et al. v. TRICARE Management Activity, Science Applications International Corporation, United States Department of Defense, et al., in U.S. District Court for the District of Columbia; (6) Losack, et al. v. SAIC, Inc. in U.S. District Court for the Southern District of California; and (7) Deatrick v. Science Applications International Corporation in U.S. District Court for the Northern District of California. The lawsuits were filed following the theft of computer backup tapes from a vehicle of a Company employee. The employee was transporting the backup tapes between federal facilities under an IT services contract the Company was performing in support of TRICARE, the health care program for members of the military, retirees and their families. The tapes contained personal and protected health information of approximately five million military clinic and hospital patients. There is no evidence that any of the data on the backup tapes has actually been accessed or viewed by an unauthorized person. In order for an unauthorized person to access or view the data on the backup tapes, it would require knowledge of and access to specific hardware and software and knowledge of the system and data structure. The Company has notified potentially impacted persons by letter and has offered one year of credit monitoring services to those who request these services and in certain circumstances, one year of identity restoration services.
In October 2012, plaintiffs filed a consolidated amended complaint in the MDL action, which supersedes all previously filed complaints in the individual lawsuits. The consolidated amended complaint includes allegations of negligence, breach of contract, breach of implied-in-fact contract, invasion of privacy by public disclosure of private facts and statutory violations of the Texas Deceptive Trade Practices Act, the California Confidentiality of Medical

Leidos Holdings, Inc. Annual Report F-55


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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information Act, California data breach notification requirements, the California Unfair Competition Law, various state consumer protection or deceptive practices statutes, state privacy statutes, the Fair Credit Reporting Act and the Privacy Act of 1974. The consolidated amended complaint seeks monetary relief, including unspecified actual damages, punitive damages, statutory damages of $1,000 for each class member and attorneys’ fees, as well as injunctive and declaratory relief.
The Company intends to vigorously defend itself against the claims made in the class action lawsuits. In November 2012, the Company filed a motion to dismiss all claims against the Company alleged in the consolidated amended complaint. The court has not yet ruled on the Company’s motion. The Company has insurance coverage against judgments or settlements relating to the claims being brought in these lawsuits, with a $10 million deductible. The insurance coverage also covers the Company’s defense costs, subject to the same deductible. As of January 31, 2014, the Company has recorded a loss provision of $10 million related to these lawsuits, representing the low end of the Company’s estimated gross loss. The Company believes that, if any loss is experienced by the Company in excess of its estimate, such a potential loss would not exceed the Company’s insurance coverage. As these lawsuits progress, many factors will affect the amount of the ultimate loss resulting from these claims being brought against the Company, including the outcome of any motions to dismiss, the results of any discovery, the outcome of any pretrial motions and the courts’ rulings on certain legal issues.
The Company has been informed that the Office for Civil Rights (OCR) of the Department of Health and Human Services (HHS) is investigating matters related to the incident. OCR is the division of HHS charged with enforcement of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA) and the privacy, security and data breach rules which implement HIPAA. OCR may, among other things, require a corrective action plan and impose civil monetary penalties against the data owner (Department of Defense) and, in certain situations, against the data owners’ contractors, such as the Company. The Company is cooperating with TRICARE in responding to the OCR investigation.
Derivative and Securities Litigation
Between February and April 2012, six stockholder derivative lawsuits were filed, each purportedly on the Company’s behalf. Two cases have been withdrawn and the four remaining cases were consolidated in the U.S. District Court for the Southern District of New York in In re SAIC, Inc. Derivative Litigation("CityTime"). On June 10, 2013, the District Court dismissed the consolidated complaint with prejudice and on January 30, 2014, the United States Court of Appeals for the Second Circuit affirmed the dismissal.
The Company has also received three stockholder demand letters related to CityTime (one of which is also related to the TRICARE matter described above). An independent committee of the Company’s board of directors reviewed two of the demands and the Company’s lead director has notified both stockholders’ attorneys, on behalf of the board of directors, that the Company has decided not to pursue the claims outlined in their demand letters. The third demand is under review by the independent committee.
Between February and April 2012, alleged stockholders filed three putative securities class actions. One case was withdrawn and two cases were consolidated in the U.S. District Court for the Southern District of New York in In reRe: SAIC, Inc. Securities Litigation. The consolidated securities complaint named as defendants the Company, its chief financial officer, two former chief executive officers, a former group president, and the former program manager on the CityTime program, and was filed purportedly on behalf of all purchasers of Leidos' common stock from April 11, 2007 through September 1, 2011. The consolidated securities complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations that the Company and individual defendants made misleading statements or omissions about the Company’sCompany's revenues, operating income and internal controls in connection with disclosures relating to the CityTime project. The plaintiffs sought to recover from the Company and the individual defendants an unspecified amount of damages class members allegedly incurred by buying Leidos’Leidos' stock at an inflated price. On October 1, 2013, theThe District Court dismissed many claims in the complaint with prejudice and on January 30, 2014, the District Court entered an order dismissing all remainingplaintiffs' claims with prejudice

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




and without leave to replead. The plaintiffs have movedthen appealed to vacatethe United States Court of Appeals for the Second Circuit, which issued an opinion affirming in part, and vacating in part, the District Court's judgment or obtain relief fromruling. The Company filed a petition for a writ of certiorari in the judgmentU.S. Supreme Court, which was granted on March 27, 2017. The District Court granted the Company's request to stay all proceedings, including discovery, pending the outcome at the Supreme Court. In September 2017, the parties engaged in mediation resulting in an agreement to settle all remaining claims for an immaterial amount to be paid by the Company's insurer. The parties executed the settlement agreement and plaintiffs filed their motion for leavepreliminary settlement approval at the District Court on December 13, 2017. The terms of the settlement agreement remain subject to file an amended complaint.court approval, which is expected to occur in the first half of 2018.

Leidos Holdings, Inc. Annual Report F-56


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LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Greek Government Contract
Background and Arbitration. In May 2003, the Company entered into a firm-fixed-price contract with the Hellenic Republic of Greece (the Customer) to provide a Command, Control, Communications, Coordination and Integration System (the System) to support the 2004 Athens Summer Olympic Games (the Olympics) and to serve as the security system for the Customer’s public order departments following completion of the Olympics.
In November 2008, the Customer accepted the System in writing pursuant to the requirements of the contract. At the time, the Customer determined that the System substantially complied with the terms of the contract and accepted the System with certain alleged minor omissions and deviations. Upon System acceptance, the Company invoiced the Customer for approximately $19 million, representing the undisputed portion ofSystem. The Greek government disputed the contract balance owed to the Company. The CustomerCompany and has not paid thisthe Company's final invoice.
In June 2009, the Company initiated arbitration before the International Chamber of Commerce against the Customer seeking damages for breaches of contract by the Customer. In July 2013, the Company received an arbitral award by the International Chamber of Commerce for approximately $53 million. The Customer€39 million or $46 million, which has yet to satisfynot been satisfied. In January 2017, the arbitral award. The Company is pursuing an enforcement action in U.S. District Court granted an order to enforce the arbitration award and entered judgment in the Company's favor, converting the award to U.S. dollars in the amount of $63 million. The U.S. Court of Appeals for the District of Columbia. In September 2013,D.C. Circuit subsequently ruled that the Customer filed a petitiondistrict court judgment should instead reflect the currency in awhich it was originally awarded. Separately, the Greek court seekinggovernment sought to nullify the arbitral award and to stay enforcement ofannul the award in Greece until a hearing can be held on the Customer's annulment petition. A hearing on the Customer's nullification request is scheduled in Greece for April 2014 although the Company is continuing to pursue its enforcement action in U.S. District Court. The outcome of the Company's pending enforcement action is uncertain.
Financial Status and Contingencies. As a result of the significant uncertainties on this contract, the Company converted to the completed-contract method of accounting and ceased recognizing revenues for the System development portion of this contract in fiscal 2006. No profits or losses were recorded on the Greek contract duringcourts; however, on July 27, 2017, the fiscal years ended January 31, 2014, 2013 and 2012. AsAthens Court of January 31, 2014,Appeals issued a decision rejecting the Company has recorded $123 million of losses under the Greek contract, reflecting the Company’s estimated total cost to complete the System, assuming the Greek contract value was limited to the cash received to date.government's position. Based on the complex nature of this contractual situation and the difficulties encountered to date, significant uncertainties exist and the Company is unable to reliably estimate the ultimate outcome. The Company may reverse a portion of the losses from the Greek contract if it receives future payments as provided in the arbitral award.
As of January 31, 2014, the Company has $16 million of receivables relating to value added tax (VAT) that the Company has paid and believes it is entitled to recover either as a refund from the taxing authorities or as a payment under the Greek contract. The Company has invoiced the Customer for $34 million for VAT and the Customer has failed to make payment. If the Customer fails to pay the outstanding VAT amounts or the Company is unable to recover the amount as a refund from the taxing authorities, the Company’s total losses on the Greek contract could increase.
The Company has met certain advance payment and performance bonding requirements through the issuance of euro-denominated standby letters of credit. As of January 31, 2014, there were $3 million in standby letters of credit outstanding relating to the support and maintenance of the System. In the arbitration, the Company was awarded but has not received $26 million representing the amounts drawn by the Customer in fiscal 2011 on certain standby letters of credit as well as damages. The principal subcontractor has provided to the Company euro-denominated standby letters of credit in the amount of $22 million as of January 31, 2014, of which $20 million relates to the delivery of the System. The Company may draw on the subcontractor’s standby letters of credit under certain circumstances by providing a statement to the responsible bank that the subcontractor has not fulfilled its obligations under the subcontract.
Nuclear Regulatory Commission
The U.S. Department of Justice filed a lawsuit against the Company in September 2004 in U.S. District Court for the District of Columbia alleging civil False Claims Act violations and breach of contract by the Company on two contracts that the Company had with the Nuclear Regulatory Commission (NRC). The complaint alleges that the Company’s performance of several subcontracts on separate U.S. Department of Energy (DOE) programs, the participation of a Company employee in an industry trade association, and certain other alleged relationships

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LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

created organizational conflicts of interest under the two NRC contracts. The Company disputes that the work performed on the DOE programs and the alleged relationships raised by the government created organizational conflicts of interest. In July 2008, the jury found in favor of the government on the breach of contract and two False Claims Act counts. The jury awarded a nominal amount of $78 in damages for breach of contract and $2 million in damages for the False Claims Act claims. The judge entered the judgment in October 2008, trebling the False Claims Act damages and awarding a total of $585,000 in civil penalties. The Company appealed to the U.S. Court of Appeals for the District of Columbia Circuit. In December 2010, the Court of Appeals affirmed the District Court’s judgment as to both liability and damages of $78 on the breach of contract count and rescinded the judgment on the False Claims Act counts, including the aggregate damages and penalties. The Court of Appeals sent the False Claims Act counts back to the District Court for further proceedings. The Company has recorded a liability for an immaterial amount related to this matter as of January 31, 2014 based on its assessment of the likely outcome of this matter.
Other
The Company is also involved in various claims and lawsuits arising in the normal conduct of its business, none of which, in the opinion of the Company’sCompany's management, based upon current information, will likely have a material adverse effect on the Company’sCompany's consolidated financial position, results of operations, or cash flows.
Note 18—Other Commitments and Contingencies:Contingencies
VirnetX, Inc.
On September 29, 2017, the federal trial court in the Eastern District of Texas entered a final judgment in the VirnetX v. Apple case referred to as Apple I. In fiscal 2007,an opinion and order, unsealed by the Company transferred several patents to VirnetX Inc., a subsidiary of VirnetX Holding Corp. In consideration of this transfer,court on October 13, 2017, the Company received certain license rights and the right to receive a percentage of the consideration received in patent infringement or enforcement claims against third parties. In November 2012, a jurycourt found that Apple Corporationwillfully infringed twothe VirnetX patents at issue in the Apple I case and awarded enhanced damages, bringing the total award against Apple to over $343 million in pre-interest damages. The court also awarded costs, certain attorneys' fees, and certain interest, and directed VirnetX and Apple to meet and confer regarding those amounts, resulting in a filing by VirnetX asking the court to grant VirnetX an additional sum of over $96 million. This additional amount would bring the patents that the Company previously transferredtotal award to VirnetX and awarded approximately $368 millionin the Apple I case to VirnetX. Under its agreements with VirnetX, the Company would receive 25% of the proceeds obtained by VirnetX in this lawsuit against Apple after reduction for attorneys’ fees and costs incurred in litigating those claims.over $439 million. Apple has filed an appeal of the jury verdictjudgment in the Apple I case with the United StatesU.S. Court of Appeals for the Federal Circuit which remains pending. NoCircuit. A jury trial in an additional patent infringement case brought by VirnetX against Apple, referred to as the Apple II case, has been scheduled by the District Court to begin on April 2, 2018. Under its agreements with VirnetX, Leidos would receive 25% of the proceeds obtained by VirnetX after reduction for attorneys' fees and costs. However, Apple has appealed the verdict and no assurances can be given when or if the Company will receive any proceeds in connection with this jury award. In addition, if the Company receives any proceeds, under its agreements with VirnetX, the Company is required to pay a royalty on the proceeds received to the customer who paid for the development of the technology.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




The Company does not have any material assets or liabilities recorded in connection with this matter as of January 31, 2014.December 29, 2017.
Government Investigations and Reviews
The Company is routinely subject to investigations and reviews relating to compliance with various laws and regulations with respect to its role as a contractor to federal, state and local government customers and in connection with performing services in countries outside of the United States. Adverse findings in these investigations or reviews can lead to criminal, civil or administrative proceedings and the Company could face penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. Adverse findings could also have a material adverse effect on the Company's business, consolidated financial positions,position, results of operations, and cash flows due to its reliance on government contracts.
During fiscal 2014, the Company paid approximately $18 million2017, pursuant to the resolution of certain government to settle various investigations and reviews,accounting matters, including investigations arising under the Civil False Claims Act.
U.S. Government agencies, includingaudits by the Defense Contract Audit Agency (DCAA)("DCAA"), Defense Contract Management Agency (DCMA) and others, routinely audit and reviewthe Company recorded a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its business systems, including: a contractor’s accounting system, earned value management system, estimating system, materials management and accounting system, property management system and purchasing system. Both contractors and the U.S. Government agencies conducting these audits and reviews have come under increased scrutiny. As a result, audits and reviews have become more rigorous and the standards to which the

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company is held are being more strictly interpreted, increasing the likelihood of an audit or review resulting in an adverse outcome. During the course of its current audits, the DCAA is closely examining and questioning several of the Company’s long established and disclosed practices that it had previously audited and accepted, increasing the uncertainty as to the ultimate conclusion that will be reached.
The Company changed its indirect rate structure used in its indirect cost system and its direct labor bid structure used for its estimating system for fiscal 2011 and future years. The DCAA is performing reviews of these changes and the Company’s compliance with certain other U.S. Government Cost Accounting Standards. A finding of significant control deficiencies in the Company’s system audits or other reviews can result in decremented billing ratesnet $24 million reduction to its U.S. Government customers until the control deficiencies are corrected and their remediation is accepted by the DCMA.accrued liabilities.
The Company’s indirectIndirect cost audits by the DCAA have not been completedremain open for fiscal 20082012 and subsequent fiscal years.years for Leidos Inc. and fiscal 2011 and subsequent fiscal years for Leidos Innovations. Although the Company has recorded contract revenues subsequent to fiscal 2008 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not knowcannot predict the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’sCompany's estimates, its profitability would be adversely affected. Pursuant toAs of December 29, 2017, the Distribution Agreement with New SAIC and upon the separation date, the Company's liability of $45 million for net amounts to be refunded to customersCompany believes it has adequately reserved for potential adjustments from such audit or review of contract costs was allocated to New SAIC in the amount of $18 million and the Company in the amount of $27 million. Subsequent to the separation date, any amounts owed in addition to the $45 million liability for periods prior to the separation date will be proportioned between Leidos and New SAIC in accordance with the Distribution Agreement. As of January 31, 2014, the Company has recorded a liability of $30 million for its current best estimate of net amounts to be refunded to customers for potential adjustments from such audits or reviews of contract costs.
Joint Ventures
The Company has a guarantee that relates only to claims brought by the sole customer of its joint venture, Bechtel SAIC Company, LLC, for specific contractual nonperformanceIn December 2017, Leidos submitted an external restructuring proposal ("XRP"), in accordance with provisions of the joint venture.Defense Federal Acquisition Regulation Supplement, which permits defense contractors to recover certain specified external restructuring costs. The Company also has a cross-indemnity agreement withXRP proposal is subject to DCAA approval and audit, and any recovery may be through the joint venture partner, pursuant to which the Company will only be ultimately responsible for the portion of any losses incurred under the guarantee equal to its ownership interest of 30%. As of January 31, 2014, the joint venture had completed performance requirements on the customer contract and was in the process of completing contract close-out activities. Based on current conditions, the Company believes the likelihood of having to make any future payment related to the guarantee is remote.
In conjunction with a contract award to onepricing of the Company’s joint ventures, Research and Development Solutions, LLC (RDS), each of the three joint venture partners were required to sign a performance guarantee agreement with the U.S. Government. Under this agreement, the Company unconditionally guarantees all of RDS’s obligationsCompany's services to the U.S. Government undergovernment in the contract award. The Company also has a cross-indemnity agreementfuture periods with eachthe impact included in the reportable segments' results of operations. However, there is no certainty of the other two joint venture partners to protect it from liabilities for any U.S. Government claims resulting from the actionstiming of approval of the other two joint venture partnersXRP proposal and to limit the Company’s liability to its share of the contract work. As of January 31, 2013, the joint venture had completed performance requirements on the customer contract and was in the process of completing contract close-out activities. Based on current conditions, the Company believes the likelihood of having to make any future payment related to the guarantee is remote.amounts that may be approved for recovery.
Letters of Credit and Surety Bonds
Note 22—Commitments
The Company has outstanding letters of credit of $62$93 million as of January 31, 2014,December 29, 2017, principally related to performance guarantees on contracts. The Company also has outstanding surety bonds in the amount of $141$148 million, as of December 29, 2017, principally related to performance and subcontractor payment bonds on the Company’sCompany's contracts. The outstanding letters of credit and surety bonds have various terms with the majority expiring over the next four fiscal years.
Other
Note 23—Subsequent Events
On January 10, 2018, the final amount of the net working capital of the IS&GS Business, as of the closing date of the Transactions, was determined through a binding arbitration proceeding in accordance with the Separation Agreement with Lockheed Martin. As a result, $24 million was recorded as acquisition costs in the consolidated statements of income for fiscal 2017 (See "Note 2—Acquisitions"). On January 18, 2018, the final working capital amount of $105 million was paid to Lockheed Martin.
On January 24, 2018, the Company entered into a lease agreement with its current lessor for office space in a building to be constructed to function as the Company's new corporate headquarters in Reston, Virginia. The Company maintains self-insured medicalwill occupy the space for an initial term of 148 months and workers compensation insurance plans.rent expense will be $11 million for the first lease year, with an annual rent expense increase of 2.5%. The Company provided estimated accrualscurrently expects construction to be completed and to take occupancy of the building by April 1, 2020, at which point the Company's lease agreements for claims incurred but not yet reportedits current corporate headquarters will terminate.
On January 26, 2018, the Company entered into a Membership Interest Purchase Agreement with Jacobs Engineering Group, Inc. ("Jacobs Group"), whereby the Company purchased 100% of $19 millionJacobs Group's 41% outstanding membership interests in MSA. As a result, Leidos increased its ownership in MSA from 47% to 88% effective January 26, 2018.
On February 14, 2018, Leidos and $19 million as ofPlainfield entered into an amendment to the Note allowing Plainfield to defer the principal and additional interest payment originally due on January 31, 2014 and January 31, 2013, respectively.24, 2018 until February 28, 2018.


Leidos Holdings, Inc. Annual Report F-59- 102

PART II


LEIDOS HOLDINGS, INC.
LEIDOS, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 19—Selected Quarterly Financial Data (Unaudited):
Selected unaudited financial data (unaudited) for each quarter of the last two fiscal years is presented in the table below and has been recast to reflect the spin-off of New SAIC for all periods presented was as discontinued operations.follows:
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (in millions, except per share amounts)
Fiscal 2014 (3)       
Revenues$1,597
 $1,462
 $1,418
 $1,295
Operating income (loss)$76
 $11
 $(5) $82
Income (loss) from continuing operations (1)$40
 $5
 $(8) $47
Income (loss) from discontinued operations$41
 $37
 $5
 $(3)
Net income (loss) (1)$81
 $42
 $(3) $44
Basic earnings (loss) per share (2)$0.43
 $0.06
 $(0.10) $0.57
Diluted earnings (loss) per share (2)$0.43
 $0.06
 $(0.10) $0.56
Fiscal 2013       
Revenues$1,598
 $1,623
 $1,668
 $1,580
Operating income$116
 $111
 $105
 $91
Income from continuing operations (1)$57
 $61
 $58
 $148
Income from discontinued operations$60
 $49
 $54
 $38
Net income (1)$117
 $110
 $112
 $186
Basic earnings per share (2)$0.67
 $0.72
 $0.70
 $1.73
Diluted earnings per share (2)$0.67
 $0.72
 $0.70
 $1.73
All per share amounts presented give effect to the one-for-four reverse stock split completed on September 27, 2013.

  Three Months Ended
  March 31,
2017
 June 30,
2017
 September 29,
2017
 December 29,
2017
  (in millions, except per share amounts)
Fiscal 2017(1)
        
Revenues $2,580
 $2,571
 $2,503
 $2,516
Operating income $141
 $166
 $151
 $101
Net income $74
 $98
 $79
 $113
Net income attributable to Leidos common stockholders $72
 $98
 $82
 $114
Basic earnings per share attributable to Leidos common stockholders(4)
 $0.48
 $0.65
 $0.54
 $0.75
Diluted earnings per share attributable to Leidos common stockholders $0.47
 $0.64
 $0.53
 $0.74
  Three Months Ended
  April 1,
2016
 July 1,
2016
 September 30,
2016
 December 30,
2016
  (in millions, except per share amounts)
Fiscal 2016(2)
        
Revenues $1,312
 $1,288
 $1,868
 $2,575
Operating income $89
 $75
 $101
 $152
Net income(3)
 $53
 $41
 $92
 $60
Net income attributable to Leidos common stockholders $53
 $41
 $91
 $59
Basic earnings per share attributable to Leidos common stockholders(4)
 $0.74
 $0.56
 $0.81
 $0.39
Diluted earnings per share attributable to Leidos common stockholders(4)
 $0.72
 $0.55
 $0.80
 $0.39
(1)
Income from continuing operationsThe fiscal 2017 quarterly results include acquisition and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed belowintegration costs of $19 million, $16 million, $21 million, and $46 million in the first, second, third and fourth quarter, respectively, and restructuring expenses of $13 million, $6 million, $6 million, and $12 million in the first, second, third and fourth quarter, respectively. The fiscal 2017 fourth quarter results include a $33 million promissory note impairment charge.
(2)
The fiscal 2016 quarterly results include acquisition and integration costs of $9 million, $15 million, $44 million, and $22 million in the first, second, third, and fourth quarter, respectively, and restructuring expenses of $1 million, $5 million, and $8 million in the second, third, and fourth quarter, respectively.
(3)
Due to the adoption of ASU 2016-09 in the second quarter of fiscal 2016, the Company recognized a $4 million, $3 million and $1 million discrete tax benefit for the first, second and third quarter, respectively, of fiscal 2016.
(4)
Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the totaltotals for fiscal 2017 and fiscal 2016.
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Leidos Holdings, Inc. Annual Report - 103

PART II


Item 9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer (our Chairman and Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of Leidos' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of December 29, 2017. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities Exchange Commission ("SEC"). These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in Leidos' internal control over financial reporting that occurred in the fourth quarter of the period ended December 29, 2017, covered by this Annual Report that materially affected, or are reasonably likely to materially affect, Leidos' internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of Leidos' internal control over financial reporting as of December 29, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has assessed the effectiveness of our internal control over financial reporting as of December 29, 2017, and has concluded that our internal control over financial reporting as of that date was effective.
Deloitte & Touche LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this Annual Report on Form 10-K and our internal control over financial reporting, and that firm’s report on our internal control over financial reporting is set forth below.

February 23, 2018


Leidos Holdings, Inc. Annual Report - 104

PART II


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Leidos Holdings, Inc.
Reston, Virginia
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Leidos Holdings, Inc. and subsidiaries (the "Company") as of December 29, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 29, 2017, of the Company and our report dated February 23, 2018, expressed an unqualified opinion on those financial statements and included an explanatory paragraph concerning the Company's change in fiscal year end from the Friday nearest the end of January to the Friday nearest the end of December effective for the 11-month period ended January 1, 2016. 
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP
McLean, Virginia
February 23, 2018

Leidos Holdings, Inc. Annual Report - 105

PART II


Item 9B.Other Information
None.

Leidos Holdings, Inc. Annual Report - 106

PART III



Item 10.Directors, Executive Officers and Corporate Governance
For certain information required by Item 10 with respect to executive officers, see "Executive and Other Key Officers of the Registrant" at the end of Part I of this Annual Report on Form 10-K. For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the Board of Directors, and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions "Proposal 1–Election of Directors," "Corporate Governance" and "Other Information" appearing in the 2018 Proxy Statement, which required information is incorporated by reference into this Annual Report on Form 10-K.
We have adopted a code of conduct that applies to our principal executive officer and our senior financial officers. A copy of our code of conduct is available on the Investor Relations section of our website free of charge at www.leidos.com by clicking on the links entitled "Investors" then "Corporate Governance" and then "Code of Conduct." We intend to post on our website any material changes to or waivers from our code of business ethics. The information on our website is not incorporated by reference into and is not a part of this Annual Report on Form 10-K.
Item 11.Executive Compensation
For information required by Item 11 with respect to executive compensation and director compensation, see the information set forth under the captions "Compensation Discussion and Analysis," "Executive Compensation" and "Corporate Governance" in the 2018 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
For information required by Item 11 with respect to compensation committee interlocks and insider participation, see the information set forth under the caption "Corporate Governance" in the 2018 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption "Other Information" in the 2018 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
Information with respect to our equity compensation plans as of December 29, 2017, is set forth below:
Plan Category 
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 
(c)
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
 
Equity compensation plans approved by security holders (1)
 5,282,826
(2) 
$34.38
(3) 
14,455,526
(4) 
Equity compensation plans not approved by security holders (6)
 
  
  
(5) 
Total 5,282,826
  $34.38
(3) 
14,455,526
  
(1)
The following equity compensation plans approved by security holders are included in this plan category: the fiscal year.2017 Omnibus Incentive Plan, the 2006 Equity Incentive Plan, as amended, and the 2006 Employee Stock Purchase Plan, as amended.
(3)
(2)
Fiscal 2014 quarterly resultsRepresents (i) 2,442,121 shares of Leidos common stock reserved for future issuance for service-based awards and performance and market-based awards assuming achievement of the target level of performance for unearned performance and market-based awards (does not include increased charges relatedan additional 244,673 shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan, (ii) 27,463 shares of Leidos common stock issuable pursuant to intangible asset impairment charges (second quarter charge was $30 milliondividend equivalent rights and another charge in(iii) 2,813,242 shares of Leidos common stock reserved for future issuance upon the third quarterexercise of $19 million), bad debt expense (third quarter expense was $42 million)outstanding options awarded under the 2017 Omnibus Incentive Plan and separation transaction and restructuring expenses (approximately $33 million in2006 Equity Incentive Plan. Does not include shares to be issued pursuant to purchase rights under the first and second quarters combined, $25 million in the third quarter, and $7 million in the fourth quarter). For further information see, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.2006 Employee Stock Purchase Plan.
(3)
Does not include shares to be issued for performance-based and other stock awards and shares of stock issuable pursuant to dividend equivalent rights.

Leidos Holdings, Inc. Annual Report F-60- 107

PART III


(4)
Represents 7,365,495, 2,303,601 and 4,786,430 shares of Leidos common stock under the 2017 Omnibus Incentive Plan, 2006 Equity Incentive Plan, and 2006 Employee Stock Purchase Plan, respectively. The maximum number of shares initially available for issuance under the 2017 Omnibus Incentive Plan was 7.5 million. The 2006 Equity Incentive Plan was amended in June 2012 to provide that the maximum number of shares available for issuance thereunder is 12.5 million. The 2006 Employee Stock Purchase Plan was amended in September 2016 to provide that the maximum number of shares available for issuance thereunder is 5.0 million. Those shares (i) that are issued under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan that are forfeited or repurchased at the original purchase price or less or that are issuable upon exercise of awards granted under the plan that expire or become unexercisable for any reason after their grant date without having been exercised in full, (ii) that are withheld from an option or stock award pursuant to a Company-approved net exercise provision, or (iii) that are not delivered to or are award shares surrendered by a holder in consideration for applicable tax withholding will continue to be available for issuance under the 2017 Omnibus Incentive Plan.
(5)
The Stock Compensation Plan and the Management Stock Compensation Plan have not been approved by security holders and are included in this plan category. These plans do not provide for a maximum number of shares available for future issuance. For further information on these plans, see "Note 15—Stock-Based Compensation" of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K.
Item 13.Certain Relationships and Related Transactions, and Director Independence
For information required by Item 13 with respect to certain relationships and related transactions and the independence of directors and nominees, see the information set forth under the caption "Corporate Governance" in the 2018 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
Item 14.Principal Accounting Fees and Services
For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption "Audit Matters" in the 2018 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.

LEIDOS HOLDINGS, INC.
LEIDOS, INC.
Leidos Holdings, Inc. Annual Report - 108

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART IV


Item 15.Exhibits, Financial Statement Schedules
(a) Documents filed as part of the report:
1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not applicable or the required information is shown in our consolidated financial statements or the notes thereto.
3. Exhibits
Exhibit
Number
Description of Exhibit
2.1
2.2
2.3
2.4
2.5
3.1
3.2
4.1Indenture dated June 28, 2002, between Leidos, Inc. and JPMorgan Chase Bank, as trustee. Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on July 3, 2002. (SEC File No. 000-12771)
4.2
4.3
10.1*
   

Leidos, Inc.:
Income (loss) from continuing operations and net income (loss) of Leidos, Inc. includes interest expense on the related party note and associated income taxes, which relate solely to Leidos, Inc. and are not reflected in the consolidated amounts above. Income (loss) from continuing operations and net income (loss) of Leidos, Inc. for each quarter of the last two fiscal years was as follows:
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (in millions)
Fiscal 2014       
Income (loss) from continuing operations$40
 $20
 $(19) $45
Net income (loss)$81
 $42
 $(3) $46
Fiscal 2013       
Income from continuing operations$57
 $61
 $58
 $149
Net income$117
 $110
 $112
 $187


Leidos Holdings, Inc. Annual Report F-61- 109

PART IV


Exhibit
Number
Description of Exhibit
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*

10.18*
10.19*
10.20*

Leidos Holdings, Inc. Annual Report - 110

PART IV


Exhibit
Number
Description of Exhibit
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36

Leidos Holdings, Inc. Annual Report - 111

PART IV


Exhibit
Number
Description of Exhibit
10.37
10.38
10.39
10.40
10.41
10.42
21
23.1
31.1
31.2
32.1
32.2
99.1
99.2†
99.3
99.4
99.5
99.6
99.7†

Leidos Holdings, Inc. Annual Report - 112

PART IV


Exhibit
Number
Description of Exhibit
101Interactive Data File.
*Executive Compensation Plans and Arrangements
Confidential treatment has been granted with respect to certain portions of these exhibits

Item 16.Form 10-K Summary
None.


Leidos Holdings, Inc. Annual Report - 113



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Leidos Holdings, Inc.
By/s/ James C. Reagan
James C. Reagan
Executive Vice President and Chief Financial Officer
Dated: February 23, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Leidos Holdings, Inc., in the capacities and on the dates indicated.
SignatureTitleDate
/s/    Roger A. KronePrincipal Executive OfficerFebruary 23, 2018
Roger A. Krone
/s/    James C. ReaganPrincipal Financial OfficerFebruary 23, 2018
James C. Reagan
/s/    Ranjit S. ChadhaPrincipal Accounting OfficerFebruary 23, 2018
Ranjit S. Chadha
/s/    Gregory R. DahlbergDirectorFebruary 23, 2018
Gregory R. Dahlberg
/s/    David G. FubiniDirectorFebruary 23, 2018
David G. Fubini
/s/    Miriam E. JohnDirectorFebruary 23, 2018
Miriam E. John
/s/    John P. JumperDirectorFebruary 23, 2018
John P. Jumper
/s/    Frank Kendall IIIDirectorFebruary 23, 2018
Frank Kendall III
/s/    Harry M. J. Kraemer, Jr.DirectorFebruary 23, 2018
Harry M. J. Kraemer, Jr.
/s/    Gary S. MayDirectorFebruary 23, 2018
Gary S. May
/s/    Surya N. MohapatraDirectorFebruary 23, 2018
Surya N. Mohapatra
/s/    Lawrence C. NussdorfDirectorFebruary 23, 2018
Lawrence C. Nussdorf
/s/    Robert S. ShapardDirectorFebruary 23, 2018
Robert S. Shapard
/s/    Susan M. StalneckerDirectorFebruary 23, 2018
Susan M. Stalnecker
/s/    Noel B. WilliamsDirectorFebruary 23, 2018
Noel B. Williams

Leidos Holdings, Inc. Annual Report - 114