Exhibit 99.1
LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
On September 27, 2013, Leidos Holdings, Inc., a holding company whose direct 100%-owned subsidiary is Leidos, Inc., herein collectively referred to as “Leidos” or the “Company”, completed the previously announced spin-off of SAIC Gemini, Inc. (“New SAIC”) through a pro rata distribution to stockholders of one share of New SAIC common stock for every seven shares of Leidos common stock held by such stockholders as of September 19, 2013, the record date. New SAIC filed a registration statement on Form 10 with the Securities and Exchange Commission (SEC) describing the spin-off and other information about New SAIC that was declared effective by the SEC on September 10, 2013.
New SAIC includes the Company’s technical, engineering and enterprise information technology services business that was previously reported as the Technical Services and Information Technology segment. Leidos retained the national security and engineering and health businesses which comprise its National Security Solutions and Health and Engineering segments. Leidos will report the New SAIC financial results as discontinued operations beginning with the nine months ended November 1, 2013, along with all comparative prior periods.
The unaudited pro forma condensed consolidated statements of income were derived from the Company’s historical condensed consolidated statements of income and are being presented to give effect to the spin-off of New SAIC and related transactions, including:
| • | | the removal of the results of operations of the Technical Services and Information Technology segment that comprises New SAIC; |
| • | | the removal of certain non-recurring separation transaction and restructuring expenses directly related to the separation; and |
| • | | the completion of a reverse stock split at a stock split ratio of 1-for-4. |
Included herein are the quarterly unaudited pro forma condensed consolidated statements of income and related notes for the three months ended:
| • | | August 2, 2013 and July 31, 2012; |
| • | | May 3, 2013 and April 30, 2012; |
The unaudited pro forma condensed consolidated statements of income should be read in conjunction with the historical financial statements and accompanying notes and the Form 8-K filed on October 3, 2013 which includes pro forma financial information. The unaudited pro forma condensed consolidated statements of income presented assume the separation and related transactions occurred on February 1, 2010.
The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable, that reflect the impacts of events directly attributable to the separation and related transactions, and that are factually supportable. The pro forma adjustments may differ from those that will be calculated to report New SAIC as discontinued operations in Leidos’ future filings. The unaudited pro forma condensed consolidated statements of income are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what Leidos’ results of operations or financial position would have been had the separation occurred on the dates indicated. The unaudited pro forma condensed consolidated statements of income also should not be considered representative of Leidos’ future results of operations or financial position.
See combined notes to the unaudited pro forma condensed consolidated statements of income for a more detailed discussion of these transactions.
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended August 2, 2013 | |
| | | | | Pro Forma Adjustments | | | | |
(in millions, except per share amounts) | | Historical Leidos Holdings, Inc. | | | New SAIC [A] | | | Other | | | Pro Forma | |
Revenues | | $ | 2,474 | | | $ | (1,009 | ) | | $ | — | | | $ | 1,465 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,217 | | | | (917 | ) | | | — | | | | 1,300 | |
Selling, general and administrative expenses | | | 117 | | | | (3 | ) | | | (14 | )[B] | | | 100 | |
Impairment losses | | | 30 | | | | — | | | | — | | | | 30 | |
Separation transaction and restructuring expenses | | | 35 | | | | (18 | ) | | | (17 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 75 | | | | (71 | ) | | | 31 | | | | 35 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 6 | | | | — | | | | — | | | | 6 | |
Interest expense | | | (19 | ) | | | — | | | | — | | | | (19 | ) |
Other income, net | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 62 | | | | (71 | ) | | | 31 | | | | 22 | |
Provision for income taxes | | | (18 | ) | | | 24 | | | | (12 | )[B] | | | (6 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 44 | | | $ | (47 | ) | | $ | 19 | | | $ | 16 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.19 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.19 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 85 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended May 3, 2013 | |
| | | | | Pro Forma Adjustments | | | | |
(in millions, except per share amounts) | | Historical Leidos Holdings, Inc. | | | New SAIC [A] | | | Other | | | Pro Forma | |
Revenues | | $ | 2,706 | | | $ | (1,107 | ) | | $ | — | | | $ | 1,599 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,377 | | | | (999 | ) | | | — | | | | 1,378 | |
Selling, general and administrative expenses | | | 149 | | | | (18 | ) | | | (7 | )[B] | | | 124 | |
Impairment losses | | | 4 | | | | — | | | | — | | | | 4 | |
Separation transaction and restructuring expenses | | | 33 | | | | (17 | ) | | | (16 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 143 | | | | (73 | ) | | | 23 | | | | 93 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 4 | | | | — | | | | — | | | | 4 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | 1 | | | | — | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 128 | | | | (73 | ) | | | 23 | | | | 78 | |
Provision for income taxes | | | (46 | ) | | | 27 | | | | (9 | )[B] | | | (28 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 82 | | | $ | (46 | ) | | $ | 14 | | | $ | 50 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.60 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.60 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended January 31, 2013 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos Holdings, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,708 | | | $ | (1,127 | ) | | $ | — | | | $ | 1,581 | |
Costs and expenses: | | | | | | | | | | | — | | | | | |
Cost of revenues | | | 2,390 | | | | (1,026 | ) | | | — | | | | 1,364 | |
Selling, general and administrative expenses | | | 146 | | | | (15 | ) | | | — | | | | 131 | |
Separation transaction and restructuring expenses | | | 23 | | | | (13 | ) | | | (10 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 149 | | | | (73 | ) | | | 10 | | | | 86 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 4 | | | | — | | | | — | | | | 4 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 133 | | | | (73 | ) | | | 10 | | | | 70 | |
Provision for income taxes | | | 57 | | | | 21 | | | | (4 | )[B] | | | 74 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 190 | | | $ | (52 | ) | | $ | 6 | | | $ | 144 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 1.71 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 1.71 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended October 31, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos Holdings, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,868 | | | $ | (1,196 | ) | | $ | — | | | $ | 1,672 | |
Costs and expenses: | | | | | | | | | | | — | | | | | |
Cost of revenues | | | 2,507 | | | | (1,074 | ) | | | — | | | | 1,433 | |
Selling, general and administrative expenses | | | 156 | | | | (16 | ) | | | — | | | | 140 | |
Separation transaction and restructuring expenses | | | 11 | | | | (11 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 194 | | | | (95 | ) | | | — | | | | 99 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 1 | | | | — | | | | — | | | | 1 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | 2 | | | | — | | | | — | | | | 2 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 177 | | | | (95 | ) | | | — | | | | 82 | |
Provision for income taxes | | | (65 | ) | | | 37 | | | | — | | | | (28 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 112 | | | $ | (58 | ) | | $ | — | | | $ | 54 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.64 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.64 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 84 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended July 31, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos Holdings, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,826 | | | $ | (1,202 | ) | | $ | — | | | $ | 1,624 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,485 | | | | (1,091 | ) | | | — | | | | 1,394 | |
Selling, general and administrative expenses | | | 148 | | | | (21 | ) | | | — | | | | 127 | |
Separation transaction and restructuring expenses | | | 4 | | | | (4 | ) | | | | | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 189 | | | | (86 | ) | | | — | | | | 103 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2 | | | | — | | | | — | | | | 2 | |
Interest expense | | | (24 | ) | | | — | | | | — | | | | (24 | ) |
Other income, net | | | 4 | | | | — | | | | — | | | | 4 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 171 | | | | (86 | ) | | | — | | | | 85 | |
Provision for income taxes | | | (63 | ) | | | 33 | | | | — | | | | (30 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 108 | | | $ | (53 | ) | | $ | — | | | $ | 55 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.66 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.66 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 83 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 83 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos Holdings, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,763 | | | $ | (1,165 | ) | | $ | — | | | $ | 1,598 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,432 | | | | (1,046 | ) | | | — | | | | 1,386 | |
Selling, general and administrative expenses | | | 122 | | | | (16 | ) | | | — | | | | 106 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 209 | | | | (103 | ) | | | — | | | | 106 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2 | | | | — | | | | — | | | | 2 | |
Interest expense | | | (29 | ) | | | — | | | | — | | | | (29 | ) |
Other income, net | | | 2 | | | | — | | | | — | | | | 2 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 184 | | | | (103 | ) | | | — | | | | 81 | |
Provision for income taxes | | | (66 | ) | | | 35 | | | | — | | | | (31 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 118 | | | $ | (68 | ) | | $ | — | | | $ | 50 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.60 | [C] |
| | | | | | | | | | | | | | | | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | | | $ | 0.60 | [C] |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | | | | | | | | | | | | | 83 | [C] |
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | 83 | [C] |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended August 2, 2013 | |
| | | | | Pro Forma Adjustments | | | | |
(in millions, except per share amounts) | | Historical Leidos, Inc. | | | New SAIC [A] | | | Other | | | Pro Forma | |
Revenues | | $ | 2,474 | | | $ | (1,009 | ) | | $ | — | | | $ | 1,465 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,217 | | | | (917 | ) | | | — | | | | 1,300 | |
Selling, general and administrative expenses | | | 117 | | | | (3 | ) | | | (14 | )[B] | | | 100 | |
Impairment losses | | | 30 | | | | — | | | | — | | | | 30 | |
Separation transaction and restructuring expenses | | | 35 | | | | (18 | ) | | | (17 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 75 | | | | (71 | ) | | | 31 | | | | 35 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 6 | | | | — | | | | — | | | | 6 | |
Interest expense | | | (19 | ) | | | — | | | | — | | | | (19 | ) |
Other income, net | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 62 | | | | (71 | ) | | | 31 | | | | 22 | |
Provision for income taxes | | | (18 | ) | | | 24 | | | | (12 | )[B] | | | (6 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 44 | | | $ | (47 | ) | | $ | 19 | | | $ | 16 | |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended May 3, 2013 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | |
| Historical
Leidos, Inc. |
| | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,706 | | | $ | (1,107 | ) | | $ | — | | | $ | 1,599 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,377 | | | | (999 | ) | | | — | | | | 1,378 | |
Selling, general and administrative expenses | | | 149 | | | | (18 | ) | | | (7 | )[B] | | | 124 | |
Impairment losses | | | 4 | | | | — | | | | — | | | | 4 | |
Separation transaction and restructuring expenses | | | 33 | | | | (17 | ) | | | (16 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 143 | | | | (73 | ) | | | 23 | | | | 93 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 4 | | | | — | | | | — | | | | 4 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | 1 | | | | — | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 128 | | | | (73 | ) | | | 23 | | | | 78 | |
Provision for income taxes | | | (46 | ) | | | 27 | | | | (9 | )[B] | | | (28 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 82 | | | $ | (46 | ) | | $ | 14 | | | $ | 50 | |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended January 31, 2013 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | |
| Historical
Leidos, Inc. |
| | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,708 | | | $ | (1,127 | ) | | $ | — | | | $ | 1,581 | |
Costs and expenses: | | | | | | | | | | | — | | | | | |
Cost of revenues | | | 2,390 | | | | (1,026 | ) | | | — | | | | 1,364 | |
Selling, general and administrative expenses | | | 146 | | | | (15 | ) | | | — | | | | 131 | |
Separation transaction and restructuring expenses | | | 23 | | | | (13 | ) | | | (10 | )[B] | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 149 | | | | (73 | ) | | | 10 | | | | 86 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 5 | | | | — | | | | — | | | | 5 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 134 | | | | (73 | ) | | | 10 | | | | 71 | |
Provision for income taxes | | | 57 | | | | 21 | | | | (4 | )[B] | | | 74 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 191 | | | $ | (52 | ) | | $ | 6 | | | $ | 145 | |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended October 31, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,868 | | | $ | (1,196 | ) | | $ | — | | | $ | 1,672 | |
Costs and expenses: | | | | | | | | | | | — | | | | | |
Cost of revenues | | | 2,507 | | | | (1,074 | ) | | | — | | | | 1,433 | |
Selling, general and administrative expenses | | | 156 | | | | (16 | ) | | | — | | | | 140 | |
Separation transaction and restructuring expenses | | | 11 | | | | (11 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 194 | | | | (95 | ) | | | — | | | | 99 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 1 | | | | — | | | | — | | | | 1 | |
Interest expense | | | (20 | ) | | | — | | | | — | | | | (20 | ) |
Other income, net | | | 2 | | | | — | | | | — | | | | 2 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 177 | | | | (95 | ) | | | — | | | | 82 | |
Provision for income taxes | | | (65 | ) | | | 37 | | | | — | | | | (28 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 112 | | | $ | (58 | ) | | $ | — | | | $ | 54 | |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended July 31, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,826 | | | $ | (1,202 | ) | | $ | — | | | $ | 1,624 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,485 | | | | (1,091 | ) | | | — | | | | 1,394 | |
Selling, general and administrative expenses | | | 148 | | | | (21 | ) | | | — | | | | 127 | |
Separation transaction and restructuring expenses | | | 4 | | | | (4 | ) | | | | | | | — | |
| | | | | | | | | | | | | | | | |
Operating income | | | 189 | | | | (86 | ) | | | — | | | | 103 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2 | | | | — | | | | — | | | | 2 | |
Interest expense | | | (24 | ) | | | — | | | | — | | | | (24 | ) |
Other income, net | | | 4 | | | | — | | | | — | | | | 4 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 171 | | | | (86 | ) | | | — | | | | 85 | |
Provision for income taxes | | | (63 | ) | | | 33 | | | | — | | | | (30 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 108 | | | $ | (53 | ) | | $ | — | | | $ | 55 | |
| | | | | | | | | | | | | | | | |
LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2012 | |
| | | | | | | Pro Forma Adjustments | | | | | |
(in millions, except per share amounts) | | | Historical Leidos, Inc. | | | | New SAIC [A] | | | | Other | | | | Pro Forma | |
Revenues | | $ | 2,763 | | | $ | (1,165 | ) | | $ | — | | | $ | 1,598 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 2,432 | | | | (1,046 | ) | | | — | | | | 1,386 | |
Selling, general and administrative expenses | | | 122 | | | | (16 | ) | | | — | | | | 106 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 209 | | | | (103 | ) | | | — | | | | 106 | |
Non-operating income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 2 | | | | — | | | | — | | | | 2 | |
Interest expense | | | (29 | ) | | | — | | | | — | | | | (29 | ) |
Other income, net | | | 2 | | | | — | | | | — | | | | 2 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 184 | | | | (103 | ) | | | — | | | | 81 | |
Provision for income taxes | | | (66 | ) | | | 35 | | | | — | | | | (31 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 118 | | | $ | (68 | ) | | $ | — | | | $ | 50 | |
| | | | | | | | | | | | | | | | |
LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
COMBINED NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
[A] | The adjustments remove the results of operations of the Technical Services and Information Technology segment that comprises New SAIC. The adjustment to results of operations excludes certain general corporate overhead expenses that were not specifically related to New SAIC and do not meet the requirements to be presented as a component of discontinued operations. |
[B] | The adjustments to selling, general and administrative expenses and separation transaction and restructuring expenses adjust for: (1) non-recurring costs directly related to the separation transaction and restructuring of the Company that were not specifically related to New SAIC, and (2) $14 million and $7 million and of non-recurring costs incurred during the three months ended August 2, 2013 and May 3, 2013, respectively, to establish infrastructures for the two future companies. These expenses are included in our historical results of operations. The pro forma adjustments related to these expenses were tax effected using an estimated tax rate of 38.9%, based on the blended federal and state statutory income tax rates. |
The summary of non-recurring separation transaction and restructuring expenses is presented in the table below.
| | | | | | | | | | | | |
(in millions) | | Three Months Ended August 2, 2013 | | | Three Months Ended May 3, 2013 | | | Three Months Ended January 31, 2013 | |
Strategic advisory services | | $ | 1 | | | $ | 1 | | | $ | 1 | |
Severance costs | | | 6 | | | | 3 | | | | 9 | |
Lease termination and facility consolidation expenses | | | 10 | | | | 12 | | | | — | |
| | | | | | | | | | | | |
Total adjustments | | $ | 17 | | | $ | 16 | | | $ | 10 | |
| | | | | | | | | | | | |
[C] | The pro forma basic and diluted weighted average shares outstanding were based on the historical weighted average number of common shares outstanding adjusted for the execution of a reverse stock-split at a stock-split ratio of 1-for-4 shares. |