Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jan. 31, 2014 | Mar. 18, 2014 | Aug. 02, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Jan-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'LDOS | ' | ' |
Entity Registrant Name | 'Leidos Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001336920 | ' | ' |
Current Fiscal Year End Date | '--01-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 79,070,415 | ' |
Entity Public Float | ' | ' | $5,324,836,935 |
Leidos, Inc. | ' | ' | ' |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Jan-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'LEIDOS, INC. | ' | ' |
Entity Central Index Key | '0000353394 | ' | ' |
Current Fiscal Year End Date | '--01-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 5,000 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $430 | $735 |
Receivables, net | 1,088 | 1,166 |
Inventory, prepaid expenses and other current assets | 256 | 333 |
Assets of discontinued operations | 20 | 1,383 |
Total current assets | 1,794 | 3,617 |
Property, plant and equipment, net | 483 | 286 |
Intangible assets, net | 94 | 178 |
Goodwill | 1,704 | 1,704 |
Deferred income taxes | 15 | 12 |
Other assets | 72 | 78 |
Total assets | 4,162 | 5,875 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 716 | 782 |
Accrued payroll and employee benefits | 286 | 353 |
Notes payable and long-term debt, current portion | 2 | 0 |
Liabilities of discontinued operations | 5 | 657 |
Total current liabilities | 1,009 | 1,792 |
Notes payable and long-term debt, net of current portion | 1,331 | 1,295 |
Other long-term liabilities | 227 | 170 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $.0001 par value, 10 million shares authorized and no shares issued and outstanding at January 31, 2014 and 2013 | 0 | 0 |
Common stock | 0 | 0 |
Additional paid-in capital | 1,576 | 2,110 |
Retained earnings | 25 | 510 |
Accumulated other comprehensive loss | -6 | -2 |
Total stockholders' equity | 1,595 | 2,618 |
Total liabilities and stockholders' equity | 4,162 | 5,875 |
Leidos, Inc. | ' | ' |
Current assets: | ' | ' |
Cash and cash equivalents | 430 | 735 |
Receivables, net | 1,088 | 1,166 |
Inventory, prepaid expenses and other current assets | 256 | 333 |
Assets of discontinued operations | 20 | 1,383 |
Total current assets | 1,794 | 3,617 |
Property, plant and equipment, net | 483 | 286 |
Intangible assets, net | 94 | 178 |
Goodwill | 1,704 | 1,704 |
Deferred income taxes | 15 | 12 |
Other assets | 72 | 78 |
Note receivable from Leidos Holdings, Inc. (Note 8) | 1,137 | 0 |
Total assets | 5,299 | 5,875 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 716 | 782 |
Accrued payroll and employee benefits | 286 | 353 |
Notes payable and long-term debt, current portion | 2 | 0 |
Liabilities of discontinued operations | 5 | 657 |
Total current liabilities | 1,009 | 1,792 |
Notes payable and long-term debt, net of current portion | 1,331 | 1,295 |
Note payable to Leidos, Holdings, Inc. (Note 8) | 0 | 22 |
Other long-term liabilities | 227 | 170 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 0 | 0 |
Additional paid-in capital | 207 | 233 |
Retained earnings | 2,531 | 2,365 |
Accumulated other comprehensive loss | -6 | -2 |
Total stockholders' equity | 2,732 | 2,596 |
Total liabilities and stockholders' equity | $5,299 | $5,875 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 80,000,000 | 86,000,000 |
Common stock, shares outstanding | 80,000,000 | 86,000,000 |
Leidos, Inc. | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 10,000 | 10,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Revenues | $5,772 | $6,469 | $5,836 |
Costs and expenses: | ' | ' | ' |
Cost of revenues | 5,006 | 5,564 | 5,351 |
Selling, general and administrative expenses | 442 | 469 | 543 |
Bad debt expense | 44 | 2 | 0 |
Intangible asset impairment charges | 51 | 0 | 0 |
Separation transaction and restructuring expenses | 65 | 11 | 0 |
Operating income (loss) | 164 | 423 | -58 |
Non-operating income (expense): | ' | ' | ' |
Interest income | 15 | 9 | 5 |
Interest expense | -83 | -93 | -114 |
Other (expense) income, net | -8 | 8 | 5 |
Income (loss) from continuing operations before income taxes | 88 | 347 | -162 |
Income tax expense | -4 | -23 | -73 |
Income (loss) from continuing operations | 84 | 324 | -235 |
Discontinued operations (Note 2): | ' | ' | ' |
Income from discontinued operations before income taxes | 140 | 329 | 486 |
Income tax expense | -60 | -128 | -192 |
Income from discontinued operations | 80 | 201 | 294 |
Net income | 164 | 525 | 59 |
Basic: | ' | ' | ' |
Income (loss) from continuing operations | $0.98 | $3.82 | ($2.80) |
Income from discontinued operations | $0.96 | $2.37 | $3.48 |
Basic earnings (loss) per share | $1.94 | $6.19 | $0.68 |
Diluted: | ' | ' | ' |
Income (loss) from continuing operations | $0.98 | $3.82 | ($2.80) |
Income from discontinued operations | $0.96 | $2.37 | $3.48 |
Diluted earnings (loss) per share | $1.94 | $6.19 | $0.68 |
Leidos, Inc. | ' | ' | ' |
Revenues | 5,772 | 6,469 | 5,836 |
Costs and expenses: | ' | ' | ' |
Cost of revenues | 5,006 | 5,564 | 5,351 |
Selling, general and administrative expenses | 442 | 469 | 543 |
Bad debt expense | 44 | 2 | 0 |
Intangible asset impairment charges | 51 | 0 | 0 |
Separation transaction and restructuring expenses | 65 | 11 | ' |
Operating income (loss) | 164 | 423 | -58 |
Non-operating income (expense): | ' | ' | ' |
Interest income | 19 | 10 | 5 |
Interest expense | -83 | -93 | -119 |
Other (expense) income, net | -8 | 8 | 5 |
Income (loss) from continuing operations before income taxes | 92 | 348 | -167 |
Income tax expense | -6 | -23 | -71 |
Income (loss) from continuing operations | 86 | 325 | -238 |
Discontinued operations (Note 2): | ' | ' | ' |
Income from discontinued operations before income taxes | 140 | 329 | 486 |
Income tax expense | -60 | -128 | -192 |
Income from discontinued operations | 80 | 201 | 294 |
Net income | $166 | $526 | $56 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Net income | $164 | $525 | $59 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' |
Foreign currency translation adjustments | 0 | -1 | 8 |
Deferred taxes | 0 | 1 | -4 |
Foreign currency translation adjustments, net of tax | 0 | 0 | 4 |
Reclassification of realized loss on settled derivative instruments to net income | 0 | 0 | 1 |
Deferred taxes | 0 | 0 | -1 |
Reclassification of realized loss on settled derivative instruments to net income, net of tax | 0 | 0 | 0 |
Pension liability adjustments | -6 | 14 | -13 |
Deferred taxes | 2 | -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 |
Leidos, Inc. | ' | ' | ' |
Net income | 166 | 526 | 56 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' |
Foreign currency translation adjustments | 0 | -1 | 8 |
Deferred taxes | 0 | 1 | -4 |
Foreign currency translation adjustments, net of tax | 0 | 0 | 4 |
Reclassification of realized loss on settled derivative instruments to net income | 0 | 0 | 1 |
Deferred taxes | 0 | 0 | -1 |
Reclassification of realized loss on settled derivative instruments to net income, net of tax | 0 | 0 | 0 |
Pension liability adjustments | -6 | 14 | -13 |
Deferred taxes | 2 | -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 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (USD $) | Total | Shares of Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | |
In Millions, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Shares of Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | ||
USD ($) | USD ($) | USD ($) | |||||||||
Balance, value at Jan. 31, 2011 | $2,491 | ' | $2,090 | $408 | ($7) | $2,009 | ' | $233 | $1,783 | ($7) | |
Balance, shares at Jan. 31, 2011 | ' | 90,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Net income | 59 | ' | ' | 59 | ' | 56 | ' | ' | 56 | ' | |
Other comprehensive income (loss), net of tax | -4 | ' | ' | ' | -4 | -4 | ' | ' | ' | -4 | |
Issuances of stock, value | 44 | ' | 44 | ' | ' | ' | ' | ' | ' | ' | |
Issuances of stock, shares | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Repurchases of stock, value | -478 | ' | -175 | -303 | ' | ' | ' | ' | ' | ' | |
Repurchases of stock, shares | ' | -7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Adjustments for income tax benefits from stock-based compensation | -16 | ' | -16 | ' | ' | ' | ' | ' | ' | ' | |
Stock-based compensation | 85 | ' | 85 | ' | ' | ' | ' | ' | ' | ' | |
Balance, value at Jan. 31, 2012 | 2,181 | ' | 2,028 | 164 | -11 | 2,061 | ' | 233 | 1,839 | -11 | |
Balance, shares at Jan. 31, 2012 | ' | 85,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Net income | 117 | [1] | ' | ' | ' | ' | 117 | ' | ' | ' | ' |
Balance, value at Apr. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Balance, value at Jan. 31, 2012 | 2,181 | ' | 2,028 | 164 | -11 | 2,061 | ' | 233 | 1,839 | -11 | |
Balance, shares at Jan. 31, 2012 | ' | 85,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Net income | 525 | ' | ' | 525 | ' | 526 | ' | ' | 526 | ' | |
Other comprehensive income (loss), net of tax | 9 | ' | ' | ' | 9 | 9 | ' | ' | ' | 9 | |
Issuances of stock, value | 24 | ' | 24 | ' | ' | ' | ' | ' | ' | ' | |
Issuances of stock, shares | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Repurchases of stock, value | -22 | ' | -10 | -12 | ' | ' | ' | ' | ' | ' | |
Cash dividend | -167 | ' | ' | -167 | ' | ' | ' | ' | ' | ' | |
Adjustments for income tax benefits from stock-based compensation | -16 | ' | -16 | ' | ' | ' | ' | ' | ' | ' | |
Stock-based compensation | 84 | ' | 84 | ' | ' | ' | ' | ' | ' | ' | |
Balance, value at Jan. 31, 2013 | 2,618 | ' | 2,110 | 510 | -2 | 2,596 | ' | ' | 2,365 | -2 | |
Balance, shares at Jan. 31, 2013 | ' | 86,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Balance, value at Oct. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 186 | [1] | ' | ' | ' | ' | 187 | ' | ' | ' | ' |
Balance, value at Jan. 31, 2013 | 2,618 | ' | ' | ' | ' | 2,596 | ' | ' | ' | ' | |
Balance, shares at Jan. 31, 2013 | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Net income | 81 | [1],[2] | ' | ' | ' | ' | 81 | ' | ' | ' | ' |
Balance, value at May. 03, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Balance, value at Jan. 31, 2013 | 2,618 | ' | 2,110 | 510 | -2 | 2,596 | ' | 233 | 2,365 | -2 | |
Balance, shares at Jan. 31, 2013 | ' | 86,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Net income | 164 | ' | ' | 164 | ' | 166 | ' | ' | 166 | ' | |
Other comprehensive income (loss), net of tax | -4 | ' | ' | ' | -4 | -4 | ' | ' | ' | -4 | |
Issuances of stock, value | 33 | ' | 33 | ' | ' | ' | ' | ' | ' | ' | |
Repurchases of stock, value | -319 | ' | -165 | -154 | ' | ' | ' | ' | ' | ' | |
Repurchases of stock, shares | ' | -6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash dividend | -139 | ' | ' | -139 | ' | ' | ' | ' | ' | ' | |
Special cash dividend | -356 | ' | ' | -356 | ' | ' | ' | ' | ' | ' | |
Adjustments for income tax benefits from stock-based compensation | -11 | ' | -11 | ' | ' | ' | ' | ' | ' | ' | |
Stock-based compensation | 76 | ' | 76 | ' | ' | ' | ' | ' | ' | ' | |
Dividend received, net of contribution paid, from the spin-off of New SAIC | 269 | ' | 269 | ' | ' | ' | ' | ' | ' | ' | |
Spin-off of New SAIC | -736 | ' | -736 | ' | ' | -26 | ' | -26 | ' | ' | |
Balance, value at Jan. 31, 2014 | 1,595 | ' | 1,576 | 25 | -6 | 2,732 | ' | 207 | 2,531 | -6 | |
Balance, shares at Jan. 31, 2014 | ' | 80,000,000 | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
Balance, value at Nov. 01, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 44 | [1],[2] | ' | ' | ' | ' | 46 | ' | ' | ' | ' |
Balance, value at Jan. 31, 2014 | $1,595 | ' | ' | ' | ' | $2,732 | ' | ' | ' | ' | |
Balance, shares at Jan. 31, 2014 | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | |
[1] | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | ||||||||||
[2] | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. |
Consolidated_Statements_Of_Sto1
Consolidated Statements Of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
SAIC | SAIC | SAIC | |||
Cash dividend per share | $1.60 | $1.92 | ' | ' | ' |
Stock based compensation from discontinued operations | ' | ' | $30 | $31 | $21 |
Special cash dividend | $4 | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
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 amortization | 81 | 92 | 88 |
Stock-based compensation | 55 | 53 | 55 |
Intangible asset impairment charges | 51 | 0 | 0 |
Bad debt expense | 44 | 2 | 0 |
Restructuring charges, net | 17 | 2 | 0 |
Net gain on sales and disposals of assets | -8 | -6 | -27 |
Other | 10 | 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 assets | 55 | -52 | -52 |
Deferred income taxes | -38 | 67 | -8 |
Other assets | 19 | -10 | -23 |
Accounts payable and accrued liabilities | -88 | -695 | 692 |
Accrued payroll and employee benefits | -65 | 26 | 11 |
Income taxes receivable/payable | 43 | 0 | 5 |
Other long-term liabilities | 2 | 1 | 7 |
Total cash flows provided by operating activities of continuing operations | 195 | 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 | -3 | -483 | -218 |
Net proceeds (payments) for purchase price adjustments related to prior year acquisitions | 0 | 1 | -4 |
Proceeds from sale of assets | 65 | 2 | 78 |
Net proceeds of cost method investments | 12 | 0 | 2 |
Dividend received from the spin-off of New SAIC | 295 | 0 | 0 |
Contribution paid related to the separation of New SAIC | -26 | 0 | 0 |
Other | 7 | 0 | -1 |
Total cash flows provided by (used in) investing activities of continuing operations | 297 | -519 | -199 |
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 | 0 | 0 |
Payment from New SAIC for deferred financing costs | 5 | 0 | 0 |
Proceeds from real estate financing transaction | 38 | 0 | 0 |
Proceeds from debt issuance | 500 | 0 | 0 |
Distribution of debt to New SAIC | -500 | 0 | 0 |
Sales of stock and exercises of stock options | 13 | 19 | 27 |
Shares repurchased or retired or withheld for tax withholdings on vesting of restricted stock | -319 | -22 | -471 |
Dividends payments | -477 | -165 | 0 |
Other | 3 | 0 | -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: | ' | ' | ' |
Increase in cash and cash equivalents from discontinued operations | 114 | 308 | 314 |
Cash provided by operating activities of discontinued operations | -17 | 42 | 157 |
Cash used in financing activities of discontinued operations | 0 | -4 | -2 |
Cash used in financing activities of discontinued operations | 97 | 346 | 469 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 0 | 0 | 1 |
Total (decrease) increase in cash and cash equivalents | -305 | -855 | 224 |
Cash and cash equivalents at beginning of year | 735 | 1,590 | 1,366 |
Cash and cash equivalents at end of year | 430 | 735 | 1,590 |
Leidos, Inc. | ' | ' | ' |
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 amortization | 81 | 92 | 88 |
Stock-based compensation | 55 | 53 | 55 |
Intangible asset impairment charges | 51 | 0 | 0 |
Bad debt expense | 44 | 2 | 0 |
Restructuring charges, net | 17 | 2 | 0 |
Net gain on sales and disposals of assets | -8 | -6 | -27 |
Other | 8 | 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 assets | 55 | -52 | -52 |
Deferred income taxes | -38 | 67 | -8 |
Other assets | 19 | -10 | -23 |
Accounts payable and accrued liabilities | -88 | -695 | 692 |
Accrued payroll and employee benefits | -65 | 26 | 11 |
Income taxes receivable/payable | 43 | 0 | 5 |
Other long-term liabilities | 2 | 1 | 7 |
Total cash flows provided by operating activities of continuing operations | 195 | 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 | -3 | -483 | -218 |
Net proceeds (payments) for purchase price adjustments related to prior year acquisitions | 0 | 1 | -4 |
Proceeds from sale of assets | 65 | 2 | 78 |
Net proceeds of cost method investments | 12 | 0 | 2 |
Contribution paid related to the separation of New SAIC | -26 | 0 | 0 |
Other | 7 | 0 | -1 |
Total cash flows provided by (used in) investing activities of continuing operations | -486 | -519 | -199 |
Cash flows from financing activities of continuing operations: | ' | ' | ' |
Proceeds from note with SAIC, Inc. | ' | 244 | 638 |
Payments on note with SAIC, Inc. | ' | -411 | -1,079 |
Payments on notes payable and long-term debt | -152 | -550 | -1 |
Payments for deferred financing costs | -5 | 0 | 0 |
Payment from New SAIC for deferred financing costs | 5 | 0 | 0 |
Proceeds from real estate financing transaction | 38 | 0 | 0 |
Dividends payments | 0 | -1 | 0 |
Other | 3 | 0 | -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: | ' | ' | ' |
Increase in cash and cash equivalents from discontinued operations | 114 | 308 | 314 |
Cash provided by operating activities of discontinued operations | -17 | 42 | 157 |
Cash used in financing activities of discontinued operations | 0 | -4 | -2 |
Cash used in financing activities of discontinued operations | 97 | 346 | 469 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 0 | 0 | 1 |
Total (decrease) increase in cash and cash equivalents | -305 | -855 | 224 |
Cash and cash equivalents at beginning of year | 735 | 1,590 | 1,366 |
Cash and cash equivalents at end of year | $430 | $735 | $1,590 |
Consolidated_Statements_Of_Cas1
Consolidated Statements Of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Cash acquired in acquisitions | $0 | $9 | $5 |
Leidos, Inc. | ' | ' | ' |
Cash acquired in acquisitions | $0 | $9 | $5 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Summary of Significant Accounting Policies: | ||||||||||||
Nature of Operations and Basis of Presentation | ||||||||||||
Leidos Holdings, Inc. (“Leidos”) (formerly known as SAIC, Inc.) is a holding company whose direct 100%-owned subsidiary is Leidos, Inc. (formerly known as Science Applications International Corporation), a company focused on delivering science and technology solutions primarily in the areas of national security, health and engineering to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, and other U.S. Government civil agencies, state and local government agencies, foreign governments and customers across a variety of commercial markets. 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-off 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. 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 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”), 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, 2013 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. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (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 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 assumptions have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. | ||||||||||||
Separation Transaction and Restructuring Expenses | ||||||||||||
In anticipation of the spin-off 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 facilities 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 million for the year ended January 31, 2014, and $28 million for 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 services | 2 | — | ||||||||||
Lease termination and facility consolidation expenses | 46 | 2 | ||||||||||
Severance costs | 10 | 8 | ||||||||||
Separation transaction and restructuring expenses in operating income | 65 | 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 expect to incur significant additional other separation transaction and restructuring expenses in fiscal 2015 related to the spin-off transaction. | ||||||||||||
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 | ||||||
Charges | 10 | 41 | 51 | |||||||||
Cash payments | (17 | ) | (23 | ) | (40 | ) | ||||||
Balance as of January 31, 2014 | $ | 1 | $ | 20 | $ | 21 | ||||||
Operating Cycle | ||||||||||||
The Company’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 classified as current assets and current liabilities. | ||||||||||||
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). 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’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 and cost-plus-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 can not 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)—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 on 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. | ||||||||||||
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. | ||||||||||||
The Company evaluates its contracts for multiple elements, and when appropriate, separates the contracts into separate units of accounting for revenue recognition. | ||||||||||||
The Company 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 upon and settled indirect contract costs through fiscal 2007. 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. | ||||||||||||
In certain situations, primarily 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’ products, the Company recognizes as revenue the net management fee associated with the services and excludes from its income statement the gross sales and costs associated with the facility or other vendors’ products. | ||||||||||||
Changes in Estimates on Contracts | ||||||||||||
Changes in estimates related to certain types of 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 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 contract estimates decreased operating income by $21 million ($0.15 per 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 due 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 which 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 in 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. | ||||||||||||
Discontinued Operations | ||||||||||||
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. | ||||||||||||
Pre-contract Costs | ||||||||||||
Costs incurred on projects as pre-contract costs are deferred as assets (inventory, prepaid expenses and other current 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 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 uses a risk management policy to assess and manage cash flow and fair value exposures. The policy permits the use of derivative instruments with certain restrictions. The Company does not hold derivative instruments for trading or speculative purposes. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
The accounting standard for fair value measurements establishes a three-tier 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 that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3). The Company utilizes Level 2 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. | ||||||||||||
The fair value of financial instruments is determined based on quoted market prices, if available, or management’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). 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 (Level 2 input). The fair value of long-term debt (see Note 7) is determined based on current interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements (Level 2 and 3 inputs). | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company’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 restrictions on the withdrawal of the Company’s 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, that are restricted as to use for certain expenditures related to that customer’s contract. | ||||||||||||
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, the Company’s cash and cash equivalents bear both fixed and variable interest rates. Although credit risk is limited, the Company’s receivables are concentrated 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 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. | ||||||||||||
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. Work-in-process inventory includes raw material costs plus labor costs, including fringe benefits, and allocable overhead costs. 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 betterments are capitalized. Maintenance, repairs and minor renewals and betterments are expensed as incurred. | ||||||||||||
Construction in Progress (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. | ||||||||||||
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 equipment | Straight-line or declining-balance | 10-Feb | ||||||||||
Buildings | Straight-line | 20-40 | ||||||||||
Building improvements and leasehold improvements | Straight-line | Shorter of lease term or 25 | ||||||||||
Office furniture | Straight-line or declining-balance | 9-Jun | ||||||||||
Electric generation facility | Straight-line | 25 | ||||||||||
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. When the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of its estimated future cash flows (Level 2 under the accounting standard for fair value measurement). | ||||||||||||
Goodwill and Intangible Assets | ||||||||||||
Goodwill represents purchase consideration paid in a business combination that exceeds the values assigned to the net assets of acquired businesses. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill is evaluated for impairment either under a qualitative assessment option or a two-step quantitative approach depending on facts and circumstances of a reporting unit, including 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 or not that the fair value 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’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-step quantitative goodwill impairment test, the estimated fair value of each reporting unit is compared to its 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. | ||||||||||||
The Company estimates the fair value of each reporting unit using both market and income approaches (Level 3 under the accounting standard for fair value measurement). | ||||||||||||
The market approach is a valuation technique where the fair value is calculated based on market prices realized from a detailed market analysis of publicly traded companies that provide a reasonable basis of comparison for each 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. | ||||||||||||
The income approach is a valuation technique where the fair value is calculated based on forecasted future cash flows within the projection period discounted back to the present value with appropriate risk adjusted discount rates, which represent the weighted-average cost of capital (WACC) for each reporting unit. This 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 forecast used in the Company’s estimation of fair value was developed by management based on incorporating adjustments that reflect known business and market considerations. | ||||||||||||
Each model is based upon certain key assumptions that require the exercise of significant judgment including judgments for the use of appropriate financial projections, discount rates and WACC as well as using available market data. The goodwill impairment test process also requires management to make significant judgments and assumptions, including revenue, profit, expected long-term growth rates and cash flow forecasts, about the reporting units to which goodwill is assigned. | ||||||||||||
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) | ||||||||||||
Customer relationships | 10-May | |||||||||||
Software and technology | 15-Jun | |||||||||||
Other | 15-Feb | |||||||||||
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. | ||||||||||||
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’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) expenses. | ||||||||||||
The Company conducts research and development activities under customer-funded contracts and with company-funded IR&D funds. In fiscal 2014, 2013, and 2012, company-funded IR&D expense was $45 million, $47 million, and $74 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. | ||||||||||||
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 recognizes the fair value of all stock-based awards, including stock options, granted to employees and directors in exchange for services as compensation expense over the requisite service period, which is typically the vesting period, net of an estimated forfeiture rate. | ||||||||||||
Special Cash Dividend | ||||||||||||
In March 2013, Leidos' board 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 vesting stock awards and performance-based stock awards as a result of the special dividend. | ||||||||||||
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’ equity. Transaction gains and losses are recognized in the statement of income. | ||||||||||||
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. 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 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 2013-11 and it 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. | ||||||||||||
Leidos, Inc. | ' | |||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Summary of Significant Accounting Policies: | ||||||||||||
Nature of Operations and Basis of Presentation | ||||||||||||
Leidos Holdings, Inc. (“Leidos”) (formerly known as SAIC, Inc.) is a holding company whose direct 100%-owned subsidiary is Leidos, Inc. (formerly known as Science Applications International Corporation), a company focused on delivering science and technology solutions primarily in the areas of national security, health and engineering to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, and other U.S. Government civil agencies, state and local government agencies, foreign governments and customers across a variety of commercial markets. 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-off 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. 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 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”), 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, 2013 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. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (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 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 assumptions have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. | ||||||||||||
Separation Transaction and Restructuring Expenses | ||||||||||||
In anticipation of the spin-off 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 facilities 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 million for the year ended January 31, 2014, and $28 million for 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 services | 2 | — | ||||||||||
Lease termination and facility consolidation expenses | 46 | 2 | ||||||||||
Severance costs | 10 | 8 | ||||||||||
Separation transaction and restructuring expenses in operating income | 65 | 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 expect to incur significant additional other separation transaction and restructuring expenses in fiscal 2015 related to the spin-off transaction. | ||||||||||||
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 | ||||||
Charges | 10 | 41 | 51 | |||||||||
Cash payments | (17 | ) | (23 | ) | (40 | ) | ||||||
Balance as of January 31, 2014 | $ | 1 | $ | 20 | $ | 21 | ||||||
Operating Cycle | ||||||||||||
The Company’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 classified as current assets and current liabilities. | ||||||||||||
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). 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’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 and cost-plus-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 can not 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)—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 on 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. | ||||||||||||
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. | ||||||||||||
The Company evaluates its contracts for multiple elements, and when appropriate, separates the contracts into separate units of accounting for revenue recognition. | ||||||||||||
The Company 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 upon and settled indirect contract costs through fiscal 2007. 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. | ||||||||||||
In certain situations, primarily 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’ products, the Company recognizes as revenue the net management fee associated with the services and excludes from its income statement the gross sales and costs associated with the facility or other vendors’ products. | ||||||||||||
Changes in Estimates on Contracts | ||||||||||||
Changes in estimates related to certain types of 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 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 contract estimates decreased operating income by $21 million ($0.15 per 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 due 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 which 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 in 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. | ||||||||||||
Discontinued Operations | ||||||||||||
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. | ||||||||||||
Pre-contract Costs | ||||||||||||
Costs incurred on projects as pre-contract costs are deferred as assets (inventory, prepaid expenses and other current 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 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 uses a risk management policy to assess and manage cash flow and fair value exposures. The policy permits the use of derivative instruments with certain restrictions. The Company does not hold derivative instruments for trading or speculative purposes. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
The accounting standard for fair value measurements establishes a three-tier 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 that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3). The Company utilizes Level 2 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. | ||||||||||||
The fair value of financial instruments is determined based on quoted market prices, if available, or management’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). 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 (Level 2 input). The fair value of long-term debt (see Note 7) is determined based on current interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements (Level 2 and 3 inputs). | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company’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 restrictions on the withdrawal of the Company’s 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, that are restricted as to use for certain expenditures related to that customer’s contract. | ||||||||||||
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, the Company’s cash and cash equivalents bear both fixed and variable interest rates. Although credit risk is limited, the Company’s receivables are concentrated 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 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. | ||||||||||||
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. Work-in-process inventory includes raw material costs plus labor costs, including fringe benefits, and allocable overhead costs. 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 betterments are capitalized. Maintenance, repairs and minor renewals and betterments are expensed as incurred. | ||||||||||||
Construction in Progress (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. | ||||||||||||
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 equipment | Straight-line or declining-balance | 10-Feb | ||||||||||
Buildings | Straight-line | 20-40 | ||||||||||
Building improvements and leasehold improvements | Straight-line | Shorter of lease term or 25 | ||||||||||
Office furniture | Straight-line or declining-balance | 9-Jun | ||||||||||
Electric generation facility | Straight-line | 25 | ||||||||||
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. When the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of its estimated future cash flows (Level 2 under the accounting standard for fair value measurement). | ||||||||||||
Goodwill and Intangible Assets | ||||||||||||
Goodwill represents purchase consideration paid in a business combination that exceeds the values assigned to the net assets of acquired businesses. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill is evaluated for impairment either under a qualitative assessment option or a two-step quantitative approach depending on facts and circumstances of a reporting unit, including 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 or not that the fair value 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’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-step quantitative goodwill impairment test, the estimated fair value of each reporting unit is compared to its 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. | ||||||||||||
The Company estimates the fair value of each reporting unit using both market and income approaches (Level 3 under the accounting standard for fair value measurement). | ||||||||||||
The market approach is a valuation technique where the fair value is calculated based on market prices realized from a detailed market analysis of publicly traded companies that provide a reasonable basis of comparison for each 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. | ||||||||||||
The income approach is a valuation technique where the fair value is calculated based on forecasted future cash flows within the projection period discounted back to the present value with appropriate risk adjusted discount rates, which represent the weighted-average cost of capital (WACC) for each reporting unit. This 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 forecast used in the Company’s estimation of fair value was developed by management based on incorporating adjustments that reflect known business and market considerations. | ||||||||||||
Each model is based upon certain key assumptions that require the exercise of significant judgment including judgments for the use of appropriate financial projections, discount rates and WACC as well as using available market data. The goodwill impairment test process also requires management to make significant judgments and assumptions, including revenue, profit, expected long-term growth rates and cash flow forecasts, about the reporting units to which goodwill is assigned. | ||||||||||||
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) | ||||||||||||
Customer relationships | 10-May | |||||||||||
Software and technology | 15-Jun | |||||||||||
Other | 15-Feb | |||||||||||
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. | ||||||||||||
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’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) expenses. | ||||||||||||
The Company conducts research and development activities under customer-funded contracts and with company-funded IR&D funds. In fiscal 2014, 2013, and 2012, company-funded IR&D expense was $45 million, $47 million, and $74 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. | ||||||||||||
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 recognizes the fair value of all stock-based awards, including stock options, granted to employees and directors in exchange for services as compensation expense over the requisite service period, which is typically the vesting period, net of an estimated forfeiture rate. | ||||||||||||
Special Cash Dividend | ||||||||||||
In March 2013, Leidos' board 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 vesting stock awards and performance-based stock awards as a result of the special dividend. | ||||||||||||
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’ equity. Transaction gains and losses are recognized in the statement of income. | ||||||||||||
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. 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 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 2013-11 and it 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. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Discontinued Operations | ' | |||||||||||
Discontinued Operations: | ||||||||||||
Fiscal Year 2014 Dispositions: | ||||||||||||
Separation of New SAIC | ||||||||||||
As discussed in Note 1, the 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. | ||||||||||||
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’s commitments to provide each other with certain services for a limited time to help ensure an orderly transition. 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. | ||||||||||||
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 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 revenues | 2,447 | 4,230 | 4,157 | |||||||||
Selling, general and administrative expenses | 42 | 65 | 63 | |||||||||
Bad debt expense | — | 2 | 1 | |||||||||
Separation transaction and restructuring expenses | 55 | 28 | — | |||||||||
Operating income | $ | 168 | $ | 358 | $ | 411 | ||||||
The major classes of assets and liabilities included in discontinued operations through the Distribution Date related to the spin-off of New SAIC are presented in the table below: | ||||||||||||
January 31, | ||||||||||||
2013 | ||||||||||||
(in millions) | ||||||||||||
Cash and cash equivalents | $ | 1 | ||||||||||
Receivables, net | 717 | |||||||||||
Inventory, prepaid expenses and other current assets | 101 | |||||||||||
Total current assets | 819 | |||||||||||
Property, plant and equipment, net | 29 | |||||||||||
Intangible assets, net | 6 | |||||||||||
Goodwill | 491 | |||||||||||
Deferred income taxes | 2 | |||||||||||
Other assets | 1 | |||||||||||
Total assets | 1,348 | |||||||||||
Accounts payable and accrued liabilities | 461 | |||||||||||
Accrued payroll and employee benefits | 185 | |||||||||||
Notes payable and long-term debt | 1 | |||||||||||
Total current liabilities | 647 | |||||||||||
Non-current liabilities | — | |||||||||||
Total liabilities | $ | 647 | ||||||||||
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 results of the Company's discontinued operations discussed above, excluding the spin-off of New SAIC, for each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues | $ | 16 | $ | 77 | $ | 189 | ||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 18 | 65 | 153 | |||||||||
Selling, general and administrative expenses | 24 | 50 | 56 | |||||||||
Intangible asset impairment charges | 2 | 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. | ||||||||||||
The major classes of assets and liabilities included in discontinued operations through the date of disposal, not including the spin-off of New SAIC, are immaterial for disclosure purposes. | ||||||||||||
Leidos, Inc. | ' | |||||||||||
Discontinued Operations | ' | |||||||||||
Discontinued Operations: | ||||||||||||
Fiscal Year 2014 Dispositions: | ||||||||||||
Separation of New SAIC | ||||||||||||
As discussed in Note 1, the 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. | ||||||||||||
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’s commitments to provide each other with certain services for a limited time to help ensure an orderly transition. 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. | ||||||||||||
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 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 revenues | 2,447 | 4,230 | 4,157 | |||||||||
Selling, general and administrative expenses | 42 | 65 | 63 | |||||||||
Bad debt expense | — | 2 | 1 | |||||||||
Separation transaction and restructuring expenses | 55 | 28 | — | |||||||||
Operating income | $ | 168 | $ | 358 | $ | 411 | ||||||
The major classes of assets and liabilities included in discontinued operations through the Distribution Date related to the spin-off of New SAIC are presented in the table below: | ||||||||||||
January 31, | ||||||||||||
2013 | ||||||||||||
(in millions) | ||||||||||||
Cash and cash equivalents | $ | 1 | ||||||||||
Receivables, net | 717 | |||||||||||
Inventory, prepaid expenses and other current assets | 101 | |||||||||||
Total current assets | 819 | |||||||||||
Property, plant and equipment, net | 29 | |||||||||||
Intangible assets, net | 6 | |||||||||||
Goodwill | 491 | |||||||||||
Deferred income taxes | 2 | |||||||||||
Other assets | 1 | |||||||||||
Total assets | 1,348 | |||||||||||
Accounts payable and accrued liabilities | 461 | |||||||||||
Accrued payroll and employee benefits | 185 | |||||||||||
Notes payable and long-term debt | 1 | |||||||||||
Total current liabilities | 647 | |||||||||||
Non-current liabilities | — | |||||||||||
Total liabilities | $ | 647 | ||||||||||
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 results of the Company's discontinued operations discussed above, excluding the spin-off of New SAIC, for each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues | $ | 16 | $ | 77 | $ | 189 | ||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 18 | 65 | 153 | |||||||||
Selling, general and administrative expenses | 24 | 50 | 56 | |||||||||
Intangible asset impairment charges | 2 | 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. | ||||||||||||
The major classes of assets and liabilities included in discontinued operations through the date of disposal, not including the spin-off of New SAIC, are immaterial for disclosure purposes. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||
Acquisitions | ' | |||||||||||
Acquisitions: | ||||||||||||
The Company acquires businesses as part of its growth strategy 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 presented was as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
($ in millions) | ||||||||||||
Number of acquisitions | 1 | 1 | 2 | |||||||||
Purchase consideration (paid and accrued) | $ | 111 | $ | 505 | $ | 223 | ||||||
The following table summarizes the fair value (preliminary or final) of goodwill and intangible assets acquired at the date of acquisition as well as the components and weighted average useful lives 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 | |||||||||
Other | 12 years | 1 year | 3 years | |||||||||
All finite-lived intangible assets | 12 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") 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. | ||||||||||||
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 to the carrying value of the Company's deferred payment term receivables forgiven as of the date of the transaction. In addition, there is contingent consideration of approximately $3 million remaining as of January 31, 2014, of which $2 million will be paid based on 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. | ||||||||||||
The aggregate purchase consideration that the Company exchanged for PRE Holdings is as follows (in millions): | ||||||||||||
Forgiveness of accounts receivable (net of $32 million bad debt expense) | $ | 105 | ||||||||||
Contingent consideration | 6 | |||||||||||
Total purchase consideration | $ | 111 | ||||||||||
The estimated 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 assets | 8 | |||||||||||
Notes payable assumed (net of debt discount) | (148 | ) | ||||||||||
Total identifiable net assets acquired | 108 | |||||||||||
Intangible assets | 3 | |||||||||||
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. | ||||||||||||
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. | ||||||||||||
The fair values of the maxIT assets acquired and liabilities assumed at the date of acquisition were as follows (in millions): | ||||||||||||
Cash | $ | 9 | ||||||||||
Receivables | 50 | |||||||||||
Other assets | 24 | |||||||||||
Accounts payable, accrued liabilities and accrued payroll and employee benefits | (21 | ) | ||||||||||
Deferred tax liabilities, net | (24 | ) | ||||||||||
Total identifiable net assets acquired | 38 | |||||||||||
Goodwill | 395 | |||||||||||
Intangible assets | 72 | |||||||||||
Total purchase price | $ | 505 | ||||||||||
Other Acquisitions | ||||||||||||
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. | ||||||||||||
Leidos, Inc. | ' | |||||||||||
Business Acquisition [Line Items] | ' | |||||||||||
Acquisitions | ' | |||||||||||
Acquisitions: | ||||||||||||
The Company acquires businesses as part of its growth strategy 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 presented was as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
($ in millions) | ||||||||||||
Number of acquisitions | 1 | 1 | 2 | |||||||||
Purchase consideration (paid and accrued) | $ | 111 | $ | 505 | $ | 223 | ||||||
The following table summarizes the fair value (preliminary or final) of goodwill and intangible assets acquired at the date of acquisition as well as the components and weighted average useful lives 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 | |||||||||
Other | 12 years | 1 year | 3 years | |||||||||
All finite-lived intangible assets | 12 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") 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. | ||||||||||||
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 to the carrying value of the Company's deferred payment term receivables forgiven as of the date of the transaction. In addition, there is contingent consideration of approximately $3 million remaining as of January 31, 2014, of which $2 million will be paid based on 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. | ||||||||||||
The aggregate purchase consideration that the Company exchanged for PRE Holdings is as follows (in millions): | ||||||||||||
Forgiveness of accounts receivable (net of $32 million bad debt expense) | $ | 105 | ||||||||||
Contingent consideration | 6 | |||||||||||
Total purchase consideration | $ | 111 | ||||||||||
The estimated 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 assets | 8 | |||||||||||
Notes payable assumed (net of debt discount) | (148 | ) | ||||||||||
Total identifiable net assets acquired | 108 | |||||||||||
Intangible assets | 3 | |||||||||||
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. | ||||||||||||
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. | ||||||||||||
The fair values of the maxIT assets acquired and liabilities assumed at the date of acquisition were as follows (in millions): | ||||||||||||
Cash | $ | 9 | ||||||||||
Receivables | 50 | |||||||||||
Other assets | 24 | |||||||||||
Accounts payable, accrued liabilities and accrued payroll and employee benefits | (21 | ) | ||||||||||
Deferred tax liabilities, net | (24 | ) | ||||||||||
Total identifiable net assets acquired | 38 | |||||||||||
Goodwill | 395 | |||||||||||
Intangible assets | 72 | |||||||||||
Total purchase price | $ | 505 | ||||||||||
Other Acquisitions | ||||||||||||
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. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
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 and changes in the carrying amount of goodwill by segment were as follows: | ||||||||||||||||||||||||
HES | NSS | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Balance at January 31, 2012 | $ | 600 | $ | 709 | $ | 1,309 | ||||||||||||||||||
Acquisitions | 395 | — | 395 | |||||||||||||||||||||
Corporate reorganizations | (10 | ) | 10 | — | ||||||||||||||||||||
Balance at January 31, 2013 | 985 | 719 | 1,704 | |||||||||||||||||||||
Corporate reorganizations | (69 | ) | 69 | — | ||||||||||||||||||||
Balance at January 31, 2014 | $ | 916 | $ | 788 | $ | 1,704 | ||||||||||||||||||
The carrying value of goodwill by segment at January 31, 2012 has been recast to give effect to 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. | ||||||||||||||||||||||||
In fiscal 2014, the Company evaluated goodwill for potential impairment, at the reporting unit level, at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicated that the carrying value may not be recoverable. Based on a qualitative analysis performed during the Company's annual impairment evaluation 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, a quantitative step one analysis was not necessary. Additionally, based on the results of the quantitative step one analysis for certain other of its reporting units, it was determined that their fair values were in excess of the individual reporting units carrying values. As a result, no goodwill impairments were identified during fiscal 2014. In fiscal 2013 and 2012, the Company performed a quantitative step one analysis of its reporting units and determined there was no goodwill impairment as all of the reporting unit fair values exceeded their carrying values. | ||||||||||||||||||||||||
Intangible assets, including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following: | ||||||||||||||||||||||||
January 31 | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
carrying | amortization | carrying | carrying | amortization | carrying | |||||||||||||||||||
value | value | value | value | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 102 | $ | (54 | ) | $ | 48 | $ | 154 | $ | (57 | ) | $ | 97 | ||||||||||
Software and technology | 65 | (36 | ) | 29 | 97 | (30 | ) | 67 | ||||||||||||||||
Other | 4 | (1 | ) | 3 | 1 | (1 | ) | — | ||||||||||||||||
Total finite-lived intangible assets | 171 | (91 | ) | 80 | 252 | (88 | ) | 164 | ||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||
In-process research and development | 10 | — | 10 | 10 | — | 10 | ||||||||||||||||||
Trade names | 4 | — | 4 | 4 | — | 4 | ||||||||||||||||||
Total indefinite-lived intangible assets | 14 | — | 14 | 14 | — | 14 | ||||||||||||||||||
Total intangible assets | $ | 185 | $ | (91 | ) | $ | 94 | $ | 266 | $ | (88 | ) | $ | 178 | ||||||||||
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). | ||||||||||||||||||||||||
The Company recognized impairment losses for intangible assets of $51 million, including an additional $2 million of other intangible asset impairment charges not described above, for the fiscal year ended January 31, 2014 reported within intangible asset impairment charges in the Company's consolidated statements of income. There were no impairments of intangible assets for fiscal year 2013 and 2012. | ||||||||||||||||||||||||
The estimated annual amortization expense related to finite-lived intangible assets as of January 31, 2014 was as follows: | ||||||||||||||||||||||||
Year Ending January 31 | ||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
2015 | $ | 22 | ||||||||||||||||||||||
2016 | 20 | |||||||||||||||||||||||
2017 | 17 | |||||||||||||||||||||||
2018 | 11 | |||||||||||||||||||||||
2019 | 6 | |||||||||||||||||||||||
2020 and thereafter | 4 | |||||||||||||||||||||||
$ | 80 | |||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Leidos, Inc. | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
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 and changes in the carrying amount of goodwill by segment were as follows: | ||||||||||||||||||||||||
HES | NSS | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Balance at January 31, 2012 | $ | 600 | $ | 709 | $ | 1,309 | ||||||||||||||||||
Acquisitions | 395 | — | 395 | |||||||||||||||||||||
Corporate reorganizations | (10 | ) | 10 | — | ||||||||||||||||||||
Balance at January 31, 2013 | 985 | 719 | 1,704 | |||||||||||||||||||||
Corporate reorganizations | (69 | ) | 69 | — | ||||||||||||||||||||
Balance at January 31, 2014 | $ | 916 | $ | 788 | $ | 1,704 | ||||||||||||||||||
The carrying value of goodwill by segment at January 31, 2012 has been recast to give effect to 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. | ||||||||||||||||||||||||
In fiscal 2014, the Company evaluated goodwill for potential impairment, at the reporting unit level, at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicated that the carrying value may not be recoverable. Based on a qualitative analysis performed during the Company's annual impairment evaluation 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, a quantitative step one analysis was not necessary. Additionally, based on the results of the quantitative step one analysis for certain other of its reporting units, it was determined that their fair values were in excess of the individual reporting units carrying values. As a result, no goodwill impairments were identified during fiscal 2014. In fiscal 2013 and 2012, the Company performed a quantitative step one analysis of its reporting units and determined there was no goodwill impairment as all of the reporting unit fair values exceeded their carrying values. | ||||||||||||||||||||||||
Intangible assets, including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following: | ||||||||||||||||||||||||
January 31 | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
carrying | amortization | carrying | carrying | amortization | carrying | |||||||||||||||||||
value | value | value | value | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 102 | $ | (54 | ) | $ | 48 | $ | 154 | $ | (57 | ) | $ | 97 | ||||||||||
Software and technology | 65 | (36 | ) | 29 | 97 | (30 | ) | 67 | ||||||||||||||||
Other | 4 | (1 | ) | 3 | 1 | (1 | ) | — | ||||||||||||||||
Total finite-lived intangible assets | 171 | (91 | ) | 80 | 252 | (88 | ) | 164 | ||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||
In-process research and development | 10 | — | 10 | 10 | — | 10 | ||||||||||||||||||
Trade names | 4 | — | 4 | 4 | — | 4 | ||||||||||||||||||
Total indefinite-lived intangible assets | 14 | — | 14 | 14 | — | 14 | ||||||||||||||||||
Total intangible assets | $ | 185 | $ | (91 | ) | $ | 94 | $ | 266 | $ | (88 | ) | $ | 178 | ||||||||||
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). | ||||||||||||||||||||||||
The Company recognized impairment losses for intangible assets of $51 million, including an additional $2 million of other intangible asset impairment charges not described above, for the fiscal year ended January 31, 2014 reported within intangible asset impairment charges in the Company's consolidated statements of income. There were no impairments of intangible assets for fiscal year 2013 and 2012. | ||||||||||||||||||||||||
The estimated annual amortization expense related to finite-lived intangible assets as of January 31, 2014 was as follows: | ||||||||||||||||||||||||
Year Ending January 31 | ||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
2015 | $ | 22 | ||||||||||||||||||||||
2016 | 20 | |||||||||||||||||||||||
2017 | 17 | |||||||||||||||||||||||
2018 | 11 | |||||||||||||||||||||||
2019 | 6 | |||||||||||||||||||||||
2020 and thereafter | 4 | |||||||||||||||||||||||
$ | 80 | |||||||||||||||||||||||
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. |
Composition_of_Certain_Financi
Composition of Certain Financial Statement Captions | 12 Months Ended | |||||||
Jan. 31, 2014 | ||||||||
Composition of Certain Financial Statement Captions | ' | |||||||
Composition of Certain Financial Statement Captions: | ||||||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Receivables, net: | ||||||||
Billed and billable receivables | $ | 799 | $ | 775 | ||||
Unbillable receivables, including contract retentions | 305 | 397 | ||||||
Less allowance for doubtful accounts | (16 | ) | (6 | ) | ||||
$ | 1,088 | $ | 1,166 | |||||
Inventory, prepaid expenses and other current assets: | ||||||||
Deferred income taxes | $ | 89 | $ | 34 | ||||
Inventories | 59 | 79 | ||||||
Prepaid expenses | 34 | 32 | ||||||
Prepaid income taxes and tax refunds receivable | 24 | 94 | ||||||
Restricted cash | 18 | 51 | ||||||
Assets held for sale | — | 30 | ||||||
Other | 32 | 13 | ||||||
$ | 256 | $ | 333 | |||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Property, plant and equipment, net: | ||||||||
Electric generation facility | $ | 269 | $ | — | ||||
Computers and other equipment | 205 | 268 | ||||||
Leasehold improvements | 169 | 181 | ||||||
Buildings and improvements | 113 | 141 | ||||||
Office furniture and fixtures | 44 | 53 | ||||||
Land | 27 | 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 payable | 218 | 259 | ||||||
Collections in excess of revenues on uncompleted contracts and deferred revenue | 103 | 88 | ||||||
$ | 716 | $ | 782 | |||||
Accrued payroll and employee benefits: | ||||||||
Salaries, bonuses and amounts withheld from employees’ compensation | $ | 152 | $ | 196 | ||||
Accrued vacation | 129 | 152 | ||||||
Accrued contributions to employee benefit plans | 5 | 5 | ||||||
$ | 286 | $ | 353 | |||||
Other long-term liabilities: | ||||||||
Deferred tax liabilities | $ | 66 | $ | 32 | ||||
Deferred compensation | 38 | 40 | ||||||
Liabilities for uncertain tax positions | 12 | 24 | ||||||
Accrued pension liabilities | 9 | 8 | ||||||
Other | 102 | 66 | ||||||
$ | 227 | $ | 170 | |||||
Leidos, Inc. | ' | |||||||
Composition of Certain Financial Statement Captions | ' | |||||||
Composition of Certain Financial Statement Captions: | ||||||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Receivables, net: | ||||||||
Billed and billable receivables | $ | 799 | $ | 775 | ||||
Unbillable receivables, including contract retentions | 305 | 397 | ||||||
Less allowance for doubtful accounts | (16 | ) | (6 | ) | ||||
$ | 1,088 | $ | 1,166 | |||||
Inventory, prepaid expenses and other current assets: | ||||||||
Deferred income taxes | $ | 89 | $ | 34 | ||||
Inventories | 59 | 79 | ||||||
Prepaid expenses | 34 | 32 | ||||||
Prepaid income taxes and tax refunds receivable | 24 | 94 | ||||||
Restricted cash | 18 | 51 | ||||||
Assets held for sale | — | 30 | ||||||
Other | 32 | 13 | ||||||
$ | 256 | $ | 333 | |||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Property, plant and equipment, net: | ||||||||
Electric generation facility | $ | 269 | $ | — | ||||
Computers and other equipment | 205 | 268 | ||||||
Leasehold improvements | 169 | 181 | ||||||
Buildings and improvements | 113 | 141 | ||||||
Office furniture and fixtures | 44 | 53 | ||||||
Land | 27 | 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 payable | 218 | 259 | ||||||
Collections in excess of revenues on uncompleted contracts and deferred revenue | 103 | 88 | ||||||
$ | 716 | $ | 782 | |||||
Accrued payroll and employee benefits: | ||||||||
Salaries, bonuses and amounts withheld from employees’ compensation | $ | 152 | $ | 196 | ||||
Accrued vacation | 129 | 152 | ||||||
Accrued contributions to employee benefit plans | 5 | 5 | ||||||
$ | 286 | $ | 353 | |||||
Other long-term liabilities: | ||||||||
Deferred tax liabilities | $ | 66 | $ | 32 | ||||
Deferred compensation | 38 | 40 | ||||||
Liabilities for uncertain tax positions | 12 | 24 | ||||||
Accrued pension liabilities | 9 | 8 | ||||||
Other | 102 | 66 | ||||||
$ | 227 | $ | 170 | |||||
Revolving_Credit_Facility
Revolving Credit Facility | 12 Months Ended |
Jan. 31, 2014 | |
Revolving Credit Facility | ' |
Revolving Credit Facility: | |
Leidos has a revolving credit facility, fully and unconditionally guaranteed by Leidos, Inc., that provides for up to $750 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, the Company extended the maturity date of the credit facility for one additional year, to March 2017, as provided for in the terms of the credit facility. As of January 31, 2014 and 2013, there were no borrowings outstanding under the credit facility. | |
The revolving credit facility contains certain customary representations and warranties, as well as certain affirmative and negative covenants. During fiscal 2014, the financial covenants contained 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 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 the ratio of consolidated funded debt to EBITDA that the Company is required to maintain. The financial covenants contained in the credit facility require that, for a period of four trailing fiscal quarters, the Company maintains a ratio of consolidated funded debt, including borrowings under this credit 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. 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. | |
Other covenants in the credit facility restrict certain of the Company’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, the Company's ability to declare and pay future dividends on Leidos stock may be restricted by the provisions of Delaware law and covenants in the revolving credit facility. | |
Leidos, Inc. | ' |
Revolving Credit Facility | ' |
Revolving Credit Facility: | |
Leidos has a revolving credit facility, fully and unconditionally guaranteed by Leidos, Inc., that provides for up to $750 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, the Company extended the maturity date of the credit facility for one additional year, to March 2017, as provided for in the terms of the credit facility. As of January 31, 2014 and 2013, there were no borrowings outstanding under the credit facility. | |
The revolving credit facility contains certain customary representations and warranties, as well as certain affirmative and negative covenants. During fiscal 2014, the financial covenants contained 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 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 the ratio of consolidated funded debt to EBITDA that the Company is required to maintain. The financial covenants contained in the credit facility require that, for a period of four trailing fiscal quarters, the Company maintains a ratio of consolidated funded debt, including borrowings under this credit 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. 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. | |
Other covenants in the credit facility restrict certain of the Company’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, the Company's ability to declare and pay future dividends on Leidos stock may be restricted by the provisions of Delaware law and covenants in the revolving credit facility. |
Notes_Payable_and_LongTerm_Deb
Notes Payable and Long-Term Debt | 12 Months Ended | |||||||||||||
Jan. 31, 2014 | ||||||||||||||
Notes Payable and Long-Term Debt | ' | |||||||||||||
Notes Payable and Long-Term Debt: | ||||||||||||||
The Company’s notes payable and long-term debt consisted of the following for the years presented: | ||||||||||||||
January 31 | ||||||||||||||
Stated | Effective | 2014 | 2013 | |||||||||||
interest rate | interest rate | |||||||||||||
(dollars in millions) | ||||||||||||||
Leidos Holdings, Inc. senior unsecured notes: | ||||||||||||||
$450 million notes issued in fiscal 2011, which mature in December 2020 | 4.45 | % | 4.53 | % | $ | 449 | $ | 449 | ||||||
$300 million notes issued in fiscal 2011, which mature in December 2040 | 5.95 | % | 6.03 | % | 300 | 300 | ||||||||
Leidos, Inc. senior unsecured notes: | ||||||||||||||
$250 million notes issued in fiscal 2003, which mature in July 2032 | 7.13 | % | 7.43 | % | 248 | 248 | ||||||||
$300 million notes issued in fiscal 2004, which mature in July 2033 | 5.5 | % | 5.78 | % | 296 | 296 | ||||||||
Capital leases and other notes payable due on various dates through fiscal 2021 | 0%-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 | ||||||||||
Interest is payable on the Company’s senior unsecured notes on a semi-annual basis with principal payments due on maturity. The note discounts, deferred debt issuance costs, and the loss on the settlement of related treasury lock contracts are amortized to interest expense (approximately $2 million was amortized 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, 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" in the Company's consolidated statements of income. | ||||||||||||||
Maturities of notes payable and long-term debt are as follows: | ||||||||||||||
Year Ending January 31 | Total | |||||||||||||
(in millions) | ||||||||||||||
2015 | $ | 3 | ||||||||||||
2016 | 2 | |||||||||||||
2017 | 3 | |||||||||||||
2018 | 2 | |||||||||||||
2019 | 2 | |||||||||||||
2020 and thereafter | 1,328 | |||||||||||||
Total principal payments | 1,340 | |||||||||||||
Less unamortized discount | 7 | |||||||||||||
$ | 1,333 | |||||||||||||
Leidos, Inc. | ' | |||||||||||||
Notes Payable and Long-Term Debt | ' | |||||||||||||
Notes Payable and Long-Term Debt: | ||||||||||||||
The Company’s notes payable and long-term debt consisted of the following for the years presented: | ||||||||||||||
January 31 | ||||||||||||||
Stated | Effective | 2014 | 2013 | |||||||||||
interest rate | interest rate | |||||||||||||
(dollars in millions) | ||||||||||||||
Leidos Holdings, Inc. senior unsecured notes: | ||||||||||||||
$450 million notes issued in fiscal 2011, which mature in December 2020 | 4.45 | % | 4.53 | % | $ | 449 | $ | 449 | ||||||
$300 million notes issued in fiscal 2011, which mature in December 2040 | 5.95 | % | 6.03 | % | 300 | 300 | ||||||||
Leidos, Inc. senior unsecured notes: | ||||||||||||||
$250 million notes issued in fiscal 2003, which mature in July 2032 | 7.13 | % | 7.43 | % | 248 | 248 | ||||||||
$300 million notes issued in fiscal 2004, which mature in July 2033 | 5.5 | % | 5.78 | % | 296 | 296 | ||||||||
Capital leases and other notes payable due on various dates through fiscal 2021 | 0%-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 | ||||||||||
Interest is payable on the Company’s senior unsecured notes on a semi-annual basis with principal payments due on maturity. The note discounts, deferred debt issuance costs, and the loss on the settlement of related treasury lock contracts are amortized to interest expense (approximately $2 million was amortized 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, 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" in the Company's consolidated statements of income. | ||||||||||||||
Maturities of notes payable and long-term debt are as follows: | ||||||||||||||
Year Ending January 31 | Total | |||||||||||||
(in millions) | ||||||||||||||
2015 | $ | 3 | ||||||||||||
2016 | 2 | |||||||||||||
2017 | 3 | |||||||||||||
2018 | 2 | |||||||||||||
2019 | 2 | |||||||||||||
2020 and thereafter | 1,328 | |||||||||||||
Total principal payments | 1,340 | |||||||||||||
Less unamortized discount | 7 | |||||||||||||
$ | 1,333 | |||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2014 | |
Related Party Transactions | ' |
Related Party Transactions: | |
Leidos, Inc. has fully and unconditionally guaranteed the obligations of Leidos under its $450 million 4.45% notes and $300 million 5.95% 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 million 5.5% notes and $250 million 7.13% 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, Inc. | ' |
Related Party Transactions | ' |
Related Party Transactions: | |
Leidos, Inc. has fully and unconditionally guaranteed the obligations of Leidos under its $450 million 4.45% notes and $300 million 5.95% 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 million 5.5% notes and $250 million 7.13% 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. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | |||||||
Jan. 31, 2014 | ||||||||
Accumulated Other Comprehensive Loss | ' | |||||||
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 translation 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, general and administrative expenses. | ||||||||
Leidos, Inc. | ' | |||||||
Accumulated Other Comprehensive Loss | ' | |||||||
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 translation 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, general and administrative expenses. |
Earnings_Per_Share_EPS
Earnings Per Share (EPS) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Earnings Per Share (EPS) | ' | |||||||||||
Earnings Per Share (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 allocable to participating securities 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. | ||||||||||||
A reconciliation of the income used to compute basic and diluted EPS for the years presented was as follows: | ||||||||||||
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 | ||||||
The following table provides a reconciliation of 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 outstanding | 83 | 83 | 84 | |||||||||
Dilutive common share equivalents—stock options and other stock awards | — | — | — | |||||||||
Diluted weighted average number of shares outstanding | 83 | 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 operations | 0.96 | 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 operations | 0.96 | 2.37 | 3.48 | |||||||||
$ | 1.94 | $ | 6.19 | $ | 0.68 | |||||||
For the year 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 excluded | 5 | 5 | 5 | |||||||||
Vesting stock awards excluded | 4 | — | — | |||||||||
In December 2013, 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 million. During the fourth quarter, the Company paid $300 million to the financial institution and received an initial delivery of 5.6 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. The total amount of shares delivered by the financial institution were adjusted by the volume weighted average price of the Company’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 5.6 million shares of Leidos common stock 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. | ||||||||||||
Leidos, Inc. | ' | |||||||||||
Earnings Per Share (EPS) | ' | |||||||||||
Earnings Per Share (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 allocable to participating securities 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. | ||||||||||||
A reconciliation of the income used to compute basic and diluted EPS for the years presented was as follows: | ||||||||||||
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 | ||||||
The following table provides a reconciliation of 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 outstanding | 83 | 83 | 84 | |||||||||
Dilutive common share equivalents—stock options and other stock awards | — | — | — | |||||||||
Diluted weighted average number of shares outstanding | 83 | 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 operations | 0.96 | 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 operations | 0.96 | 2.37 | 3.48 | |||||||||
$ | 1.94 | $ | 6.19 | $ | 0.68 | |||||||
For the year 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 excluded | 5 | 5 | 5 | |||||||||
Vesting stock awards excluded | 4 | — | — | |||||||||
In December 2013, 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 million. During the fourth quarter, the Company paid $300 million to the financial institution and received an initial delivery of 5.6 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. The total amount of shares delivered by the financial institution were adjusted by the volume weighted average price of the Company’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 5.6 million shares of Leidos common stock 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. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation: | |||||||||||||||||
Plan Summaries. At January 31, 2014, the Company had stock-based compensation awards outstanding under the following plans: the 2006 Equity Incentive Plan, the Management Stock Compensation Plan, the Stock Compensation Plan and the 2006 Employee Stock Purchase Plan (ESPP). Leidos issues new shares upon the issuance of stock awards or exercise of stock options under these plans. | |||||||||||||||||
The 2006 Equity Incentive Plan provides the Company’s and its affiliates’ employees, directors and consultants the opportunity to receive various types of stock-based compensation and cash awards. As of January 31, 2014, 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 accelerate 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. Stock awards granted under the plan generally vest or become exercisable 20%, 20%, 20%, and 40% after one, two, three and four years, respectively. As of January 31, 2014, 3.8 million shares of Leidos' stock were reserved for future issuance under 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 board of directors may at any time amend or terminate the Stock Compensation Plans. The Stock Compensation Plans provide for awards in 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 payments to the plans’ participants. The fair value of the awards granted under the Stock Compensation Plans, which 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. The Stock Compensation Plans do not provide for a maximum number of shares available for future issuance. | |||||||||||||||||
The Company has an 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 the three years ended January 31, 2014, the discount was 5% of the fair market value on the date of purchase thereby resulting in the ESPP being non-compensatory. As of January 31, 2014, 11.1 million shares of Leidos' stock were authorized and reserved for future issuance under the ESPP. | |||||||||||||||||
Stock-Based Compensation and Related Tax Benefits Recognized. 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 awards | 46 | 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 | |||||||||||
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 be granted with exercise prices no less than the fair value of Leidos' common stock on the date of grant and for terms not greater than ten years. Prior to January 31, 2011, stock options granted under the 2006 Equity Incentive Plan have a term of five years and a vesting period of four years, except for stock options granted to the Company’s outside directors, which have a vesting period of one year. Subsequent to January 31, 2011, 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 value on the date of grant. | |||||||||||||||||
In connection with the special cash dividend, anti-dilutive adjustments were made to 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. The modifications were made to reduce the exercise prices of the outstanding stock options and to increase 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 is the ratio of the closing 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 the 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. These adjustments did not result in additional share-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 reflected in the “Special Dividend Adjustment” line in the stock option activity table below. | |||||||||||||||||
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 | 5 | 4.9 | |||||||||||||
Expected volatility | 29.5 | % | 30 | % | 24.5 | % | 23.4 | % | |||||||||
Risk-free interest rate | 1.4 | % | 1.4 | % | 1 | % | 2.2 | % | |||||||||
Dividend yield | 2.4 | % | 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 options | 1 | — | 14 | ||||||||||||||
Tax benefits realized from exercises of stock options | — | — | 4 | ||||||||||||||
Stock option activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
(in millions) | (in years) | (in millions) | |||||||||||||||
Outstanding at January 31, 2011 | 6.2 | 69.25 | 2.1 | 11 | |||||||||||||
Options granted | 1 | 67.67 | |||||||||||||||
Options forfeited or expired | (0.9 | ) | 66.91 | ||||||||||||||
Options exercised | (1.1 | ) | 58.75 | 8 | |||||||||||||
Outstanding at January 31, 2012 | 5.2 | 71.6 | 2.5 | — | |||||||||||||
Options granted | 1.3 | 52.79 | |||||||||||||||
Options forfeited or expired | (1.6 | ) | 70.17 | ||||||||||||||
Options exercised | — | — | — | ||||||||||||||
Outstanding at January 31, 2013 | 4.9 | 67.24 | 3 | — | |||||||||||||
Options granted | 1.4 | 54.86 | |||||||||||||||
Special dividend adjustments | 0.4 | ||||||||||||||||
Options forfeited or expired | (1.3 | ) | 71.8 | ||||||||||||||
Spin-off Adjustment | (1.9 | ) | 57.85 | ||||||||||||||
Outstanding at September 27, 2013 | 3.5 | 59.25 | 3.9 | 24 | |||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
Outstanding at September 28, 2013 | 4.9 | ** | $ | 40.2 | ** | 3.9 | $ | 24 | |||||||||
Options granted | 0.2 | 45.16 | |||||||||||||||
Options forfeited or expired | (0.4 | ) | 39.43 | ||||||||||||||
Options exercised | (0.2 | ) | 43.1 | 1 | |||||||||||||
Outstanding at January 31, 2014 | 4.5 | 40.33 | 3.8 | 25 | |||||||||||||
Exercisable at January 31, 2014 | 1.9 | 44.36 | 1.7 | 4 | |||||||||||||
Vested and expected to vest in the future as of January 31, 2014 | 4.3 | 40.53 | 3.6 | 23 | |||||||||||||
**Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
As of January 31, 2014, there was $8 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 1.6 years. | |||||||||||||||||
Vesting Stock 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 performance conditions. | |||||||||||||||||
Vesting stock award activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
(in millions) | |||||||||||||||||
Unvested at January 31, 2011 | 2.9 | 72.12 | |||||||||||||||
Awards granted | 1.4 | 67.32 | |||||||||||||||
Awards forfeited | (0.3 | ) | 70.72 | ||||||||||||||
Awards vested | (1.0 | ) | 72 | ||||||||||||||
Unvested at January 31, 2012 | 3 | 70 | |||||||||||||||
Awards granted | 1.7 | 52.48 | |||||||||||||||
Awards forfeited | (0.4 | ) | 62.84 | ||||||||||||||
Awards vested | (1.2 | ) | 71.28 | ||||||||||||||
Unvested at January 31, 2013 | 3.1 | 60.78 | |||||||||||||||
Awards granted | 2.1 | 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, 2013 | 2.4 | 59.98 | |||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
Unvested stock awards at September 28, 2013 | 3.5 | ** | $ | 41.54 | ** | ||||||||||||
Awards granted | 0.4 | * | 45.41 | * | |||||||||||||
Awards forfeited | (0.2 | ) | 39.75 | ||||||||||||||
Unvested stock awards at January 31, 2014 | 3.7 | 42.05 | |||||||||||||||
* Includes Modified Performance-Based Awards | |||||||||||||||||
** Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
As of January 31, 2014, there was $68 million of unrecognized compensation cost, net of estimated forfeitures, related to vesting stock awards, which is expected to be recognized over a weighted average period of 1.9 years. The fair value of vesting stock awards that vested in fiscal 2014, 2013, and 2012 was $49 million, $66 million and $67 million, respectively. | |||||||||||||||||
Performance-Based Stock Awards. The Company grants performance-based stock awards to certain officers and key employees of the Company under the 2006 Equity Incentive Plan. 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, 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. For all of the remaining target shares in the original award, the performance condition was removed and the awards are subject to vesting based on continued employment through the original performance period and reflected in the vesting stock awards table above. In the table below, the outstanding awards represent the awards whose performance conditions were completed in the last fiscal quarter prior to the spin-off and continue to vest over the original service period of the award. | |||||||||||||||||
Performance-based stock award activity for the year ended January 31, 2014 was as follows: | |||||||||||||||||
Expected number | Weighted | ||||||||||||||||
of shares of stock | average grant- | ||||||||||||||||
to be issued under | date fair value | ||||||||||||||||
performance-based | |||||||||||||||||
stock awards | |||||||||||||||||
(in millions) | |||||||||||||||||
Outstanding at January 31, 2013 | 0.3 | $ | 52.96 | ||||||||||||||
Awards canceled | (0.2 | ) | * | 53.11 | * | ||||||||||||
Outstanding at January 31, 2014 | 0.1 | ** | 36.66 | ** | |||||||||||||
* Includes Modified Performance-Based Stock Awards | |||||||||||||||||
**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 during fiscal 2013 and 2012 was $52.52 and $67.68, respectively. | |||||||||||||||||
As of January 31, 2014, there was $0.5 million of unrecognized compensation cost, net of estimated forfeitures, related to performance-based stock awards granted under the 2006 Equity Incentive Plan, which is expected to be recognized over a weighted average period of 1.0 years. The fair value of performance-based stock awards that vested in fiscal 2014 was $1.5 million. There were no vesting events for performance-based stock awards during fiscal 2013 and 2012. | |||||||||||||||||
Leidos, Inc. | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation: | |||||||||||||||||
Plan Summaries. At January 31, 2014, the Company had stock-based compensation awards outstanding under the following plans: the 2006 Equity Incentive Plan, the Management Stock Compensation Plan, the Stock Compensation Plan and the 2006 Employee Stock Purchase Plan (ESPP). Leidos issues new shares upon the issuance of stock awards or exercise of stock options under these plans. | |||||||||||||||||
The 2006 Equity Incentive Plan provides the Company’s and its affiliates’ employees, directors and consultants the opportunity to receive various types of stock-based compensation and cash awards. As of January 31, 2014, 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 accelerate 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. Stock awards granted under the plan generally vest or become exercisable 20%, 20%, 20%, and 40% after one, two, three and four years, respectively. As of January 31, 2014, 3.8 million shares of Leidos' stock were reserved for future issuance under 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 board of directors may at any time amend or terminate the Stock Compensation Plans. The Stock Compensation Plans provide for awards in 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 payments to the plans’ participants. The fair value of the awards granted under the Stock Compensation Plans, which 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. The Stock Compensation Plans do not provide for a maximum number of shares available for future issuance. | |||||||||||||||||
The Company has an 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 the three years ended January 31, 2014, the discount was 5% of the fair market value on the date of purchase thereby resulting in the ESPP being non-compensatory. As of January 31, 2014, 11.1 million shares of Leidos' stock were authorized and reserved for future issuance under the ESPP. | |||||||||||||||||
Stock-Based Compensation and Related Tax Benefits Recognized. 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 awards | 46 | 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 | |||||||||||
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 be granted with exercise prices no less than the fair value of Leidos' common stock on the date of grant and for terms not greater than ten years. Prior to January 31, 2011, stock options granted under the 2006 Equity Incentive Plan have a term of five years and a vesting period of four years, except for stock options granted to the Company’s outside directors, which have a vesting period of one year. Subsequent to January 31, 2011, 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 value on the date of grant. | |||||||||||||||||
In connection with the special cash dividend, anti-dilutive adjustments were made to 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. The modifications were made to reduce the exercise prices of the outstanding stock options and to increase 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 is the ratio of the closing 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 the 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. These adjustments did not result in additional share-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 reflected in the “Special Dividend Adjustment” line in the stock option activity table below. | |||||||||||||||||
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 | 5 | 4.9 | |||||||||||||
Expected volatility | 29.5 | % | 30 | % | 24.5 | % | 23.4 | % | |||||||||
Risk-free interest rate | 1.4 | % | 1.4 | % | 1 | % | 2.2 | % | |||||||||
Dividend yield | 2.4 | % | 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 options | 1 | — | 14 | ||||||||||||||
Tax benefits realized from exercises of stock options | — | — | 4 | ||||||||||||||
Stock option activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
(in millions) | (in years) | (in millions) | |||||||||||||||
Outstanding at January 31, 2011 | 6.2 | 69.25 | 2.1 | 11 | |||||||||||||
Options granted | 1 | 67.67 | |||||||||||||||
Options forfeited or expired | (0.9 | ) | 66.91 | ||||||||||||||
Options exercised | (1.1 | ) | 58.75 | 8 | |||||||||||||
Outstanding at January 31, 2012 | 5.2 | 71.6 | 2.5 | — | |||||||||||||
Options granted | 1.3 | 52.79 | |||||||||||||||
Options forfeited or expired | (1.6 | ) | 70.17 | ||||||||||||||
Options exercised | — | — | — | ||||||||||||||
Outstanding at January 31, 2013 | 4.9 | 67.24 | 3 | — | |||||||||||||
Options granted | 1.4 | 54.86 | |||||||||||||||
Special dividend adjustments | 0.4 | ||||||||||||||||
Options forfeited or expired | (1.3 | ) | 71.8 | ||||||||||||||
Spin-off Adjustment | (1.9 | ) | 57.85 | ||||||||||||||
Outstanding at September 27, 2013 | 3.5 | 59.25 | 3.9 | 24 | |||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
Outstanding at September 28, 2013 | 4.9 | ** | $ | 40.2 | ** | 3.9 | $ | 24 | |||||||||
Options granted | 0.2 | 45.16 | |||||||||||||||
Options forfeited or expired | (0.4 | ) | 39.43 | ||||||||||||||
Options exercised | (0.2 | ) | 43.1 | 1 | |||||||||||||
Outstanding at January 31, 2014 | 4.5 | 40.33 | 3.8 | 25 | |||||||||||||
Exercisable at January 31, 2014 | 1.9 | 44.36 | 1.7 | 4 | |||||||||||||
Vested and expected to vest in the future as of January 31, 2014 | 4.3 | 40.53 | 3.6 | 23 | |||||||||||||
**Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
As of January 31, 2014, there was $8 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 1.6 years. | |||||||||||||||||
Vesting Stock 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 performance conditions. | |||||||||||||||||
Vesting stock award activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
(in millions) | |||||||||||||||||
Unvested at January 31, 2011 | 2.9 | 72.12 | |||||||||||||||
Awards granted | 1.4 | 67.32 | |||||||||||||||
Awards forfeited | (0.3 | ) | 70.72 | ||||||||||||||
Awards vested | (1.0 | ) | 72 | ||||||||||||||
Unvested at January 31, 2012 | 3 | 70 | |||||||||||||||
Awards granted | 1.7 | 52.48 | |||||||||||||||
Awards forfeited | (0.4 | ) | 62.84 | ||||||||||||||
Awards vested | (1.2 | ) | 71.28 | ||||||||||||||
Unvested at January 31, 2013 | 3.1 | 60.78 | |||||||||||||||
Awards granted | 2.1 | 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, 2013 | 2.4 | 59.98 | |||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
Unvested stock awards at September 28, 2013 | 3.5 | ** | $ | 41.54 | ** | ||||||||||||
Awards granted | 0.4 | * | 45.41 | * | |||||||||||||
Awards forfeited | (0.2 | ) | 39.75 | ||||||||||||||
Unvested stock awards at January 31, 2014 | 3.7 | 42.05 | |||||||||||||||
* Includes Modified Performance-Based Awards | |||||||||||||||||
** Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
As of January 31, 2014, there was $68 million of unrecognized compensation cost, net of estimated forfeitures, related to vesting stock awards, which is expected to be recognized over a weighted average period of 1.9 years. The fair value of vesting stock awards that vested in fiscal 2014, 2013, and 2012 was $49 million, $66 million and $67 million, respectively. | |||||||||||||||||
Performance-Based Stock Awards. The Company grants performance-based stock awards to certain officers and key employees of the Company under the 2006 Equity Incentive Plan. 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, 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. For all of the remaining target shares in the original award, the performance condition was removed and the awards are subject to vesting based on continued employment through the original performance period and reflected in the vesting stock awards table above. In the table below, the outstanding awards represent the awards whose performance conditions were completed in the last fiscal quarter prior to the spin-off and continue to vest over the original service period of the award. | |||||||||||||||||
Performance-based stock award activity for the year ended January 31, 2014 was as follows: | |||||||||||||||||
Expected number | Weighted | ||||||||||||||||
of shares of stock | average grant- | ||||||||||||||||
to be issued under | date fair value | ||||||||||||||||
performance-based | |||||||||||||||||
stock awards | |||||||||||||||||
(in millions) | |||||||||||||||||
Outstanding at January 31, 2013 | 0.3 | $ | 52.96 | ||||||||||||||
Awards canceled | (0.2 | ) | * | 53.11 | * | ||||||||||||
Outstanding at January 31, 2014 | 0.1 | ** | 36.66 | ** | |||||||||||||
* Includes Modified Performance-Based Stock Awards | |||||||||||||||||
**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 during fiscal 2013 and 2012 was $52.52 and $67.68, respectively. | |||||||||||||||||
As of January 31, 2014, there was $0.5 million of unrecognized compensation cost, net of estimated forfeitures, related to performance-based stock awards granted under the 2006 Equity Incentive Plan, which is expected to be recognized over a weighted average period of 1.0 years. The fair value of performance-based stock awards that vested in fiscal 2014 was $1.5 million. There were no vesting events for performance-based stock awards during fiscal 2013 and 2012. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Income Taxes | ' | |||||||||||
Income Taxes: | ||||||||||||
Substantially all of the Company’s income from continuing operations before income taxes for the three years ended January 31, 2014 was earned in the United States. The provision for income taxes related to continuing operations for each of the three years ended January 31, 2014 included the following: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Current: | ||||||||||||
Federal and foreign | $ | 32 | $ | (51 | ) | $ | 91 | |||||
State | 13 | 9 | (10 | ) | ||||||||
Deferred: | ||||||||||||
Federal and foreign | (28 | ) | 55 | (9 | ) | |||||||
State | (13 | ) | 10 | 1 | ||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
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, 2014 follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in millions) | ||||||||||||
Amount computed at the statutory federal income tax rate (35%) | $ | 31 | $ | 122 | $ | (57 | ) | |||||
State income taxes, net of federal tax benefit | — | 10 | (3 | ) | ||||||||
Change in accruals for uncertain tax positions | (5 | ) | (1 | ) | (2 | ) | ||||||
CityTime uncertain tax liability | — | (96 | ) | 96 | ||||||||
Research and development credits | (3 | ) | (5 | ) | (3 | ) | ||||||
Dividends paid to employee stock ownership plan | (22 | ) | (9 | ) | — | |||||||
U.S. manufacturing activity benefit | (3 | ) | (1 | ) | (4 | ) | ||||||
Non-deductible penalties | 4 | — | 46 | |||||||||
Other | 2 | 3 | — | |||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
Effective income tax rate | 4.5 | % | 6.6 | % | (45.1 | )% | ||||||
The Company’s lower effective income tax rate for fiscal 2014 when 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 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. | ||||||||||||
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: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Accrued vacation and bonuses | $ | 62 | $ | 55 | ||||||||
Investments | 3 | 5 | ||||||||||
Deferred compensation | 38 | 40 | ||||||||||
Vesting stock awards | 34 | 38 | ||||||||||
Credits and net operating losses carryovers | 27 | 34 | ||||||||||
Employee benefit contributions | 3 | 1 | ||||||||||
Reserves | 51 | 37 | ||||||||||
Other | 23 | 29 | ||||||||||
Total deferred tax assets | 241 | 239 | ||||||||||
Valuation allowance | (7 | ) | (7 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 234 | 232 | ||||||||||
Deferred revenue | (31 | ) | (71 | ) | ||||||||
Fixed asset basis differences | (27 | ) | (12 | ) | ||||||||
Purchased intangible assets | (138 | ) | (135 | ) | ||||||||
Total deferred tax liabilities | (196 | ) | (218 | ) | ||||||||
Net deferred tax assets | $ | 38 | $ | 14 | ||||||||
Net deferred tax assets were as follows: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Net current deferred tax assets | $ | 89 | $ | 34 | ||||||||
Net non-current deferred tax assets | 15 | 12 | ||||||||||
Net non-current deferred tax liabilities | (66 | ) | (32 | ) | ||||||||
Total net deferred tax assets | $ | 38 | $ | 14 | ||||||||
At January 31, 2014, the Company had $25 million of federal net operating loss (NOL) carryforwards, which will expire in fiscal 2026 to 2030. The Company expects to fully utilize these NOL carryforwards. 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 million of state tax credits at January 31, 2014, which expire in fiscal 2018 to fiscal 2028. The Company expects to utilize $13 million of these state tax credits. | ||||||||||||
The Company’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 years | 2 | 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. | ||||||||||||
At each of January 31, 2014 and 2013, accrued interest and penalties totaled $2 million and $3 million, respectively. A negligible amount of interest and penalties were recognized in the consolidated statements of income in fiscal 2014, 2013, and 2012. | ||||||||||||
At January 31, 2014, the balance of unrecognized tax benefits included liabilities for uncertain tax positions of $16 million, $12 million of which were classified as other long-term liabilities on the consolidated balance sheet. The balance of unrecognized tax benefits at January 31, 2013 included liabilities for uncertain tax positions of $24 million, all of which is classified as other long-term liabilities on the consolidated balance sheet. | ||||||||||||
The Company files income tax returns in the United States and various state and foreign jurisdictions and is subject to routine compliance reviews by the IRS and other taxing authorities. The Company has effectively settled with the IRS for all fiscal years prior to 2014, except 2010. | ||||||||||||
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 million of the Company’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’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, Inc. | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes: | ||||||||||||
Substantially all of the Company’s income from continuing operations before income taxes for the three years ended January 31, 2014 was earned in the United States. The provision for income taxes related to continuing operations for each of the three years ended January 31, 2014 included the following: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Current: | ||||||||||||
Federal and foreign | $ | 32 | $ | (51 | ) | $ | 91 | |||||
State | 13 | 9 | (10 | ) | ||||||||
Deferred: | ||||||||||||
Federal and foreign | (28 | ) | 55 | (9 | ) | |||||||
State | (13 | ) | 10 | 1 | ||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
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, 2014 follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in millions) | ||||||||||||
Amount computed at the statutory federal income tax rate (35%) | $ | 31 | $ | 122 | $ | (57 | ) | |||||
State income taxes, net of federal tax benefit | — | 10 | (3 | ) | ||||||||
Change in accruals for uncertain tax positions | (5 | ) | (1 | ) | (2 | ) | ||||||
CityTime uncertain tax liability | — | (96 | ) | 96 | ||||||||
Research and development credits | (3 | ) | (5 | ) | (3 | ) | ||||||
Dividends paid to employee stock ownership plan | (22 | ) | (9 | ) | — | |||||||
U.S. manufacturing activity benefit | (3 | ) | (1 | ) | (4 | ) | ||||||
Non-deductible penalties | 4 | — | 46 | |||||||||
Other | 2 | 3 | — | |||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
Effective income tax rate | 4.5 | % | 6.6 | % | (45.1 | )% | ||||||
The Company’s lower effective income tax rate for fiscal 2014 when 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 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. | ||||||||||||
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: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Accrued vacation and bonuses | $ | 62 | $ | 55 | ||||||||
Investments | 3 | 5 | ||||||||||
Deferred compensation | 38 | 40 | ||||||||||
Vesting stock awards | 34 | 38 | ||||||||||
Credits and net operating losses carryovers | 27 | 34 | ||||||||||
Employee benefit contributions | 3 | 1 | ||||||||||
Reserves | 51 | 37 | ||||||||||
Other | 23 | 29 | ||||||||||
Total deferred tax assets | 241 | 239 | ||||||||||
Valuation allowance | (7 | ) | (7 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 234 | 232 | ||||||||||
Deferred revenue | (31 | ) | (71 | ) | ||||||||
Fixed asset basis differences | (27 | ) | (12 | ) | ||||||||
Purchased intangible assets | (138 | ) | (135 | ) | ||||||||
Total deferred tax liabilities | (196 | ) | (218 | ) | ||||||||
Net deferred tax assets | $ | 38 | $ | 14 | ||||||||
Net deferred tax assets were as follows: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Net current deferred tax assets | $ | 89 | $ | 34 | ||||||||
Net non-current deferred tax assets | 15 | 12 | ||||||||||
Net non-current deferred tax liabilities | (66 | ) | (32 | ) | ||||||||
Total net deferred tax assets | $ | 38 | $ | 14 | ||||||||
At January 31, 2014, the Company had $25 million of federal net operating loss (NOL) carryforwards, which will expire in fiscal 2026 to 2030. The Company expects to fully utilize these NOL carryforwards. 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 million of state tax credits at January 31, 2014, which expire in fiscal 2018 to fiscal 2028. The Company expects to utilize $13 million of these state tax credits. | ||||||||||||
The Company’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 years | 2 | 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. | ||||||||||||
At each of January 31, 2014 and 2013, accrued interest and penalties totaled $2 million and $3 million, respectively. A negligible amount of interest and penalties were recognized in the consolidated statements of income in fiscal 2014, 2013, and 2012. | ||||||||||||
At January 31, 2014, the balance of unrecognized tax benefits included liabilities for uncertain tax positions of $16 million, $12 million of which were classified as other long-term liabilities on the consolidated balance sheet. The balance of unrecognized tax benefits at January 31, 2013 included liabilities for uncertain tax positions of $24 million, all of which is classified as other long-term liabilities on the consolidated balance sheet. | ||||||||||||
The Company files income tax returns in the United States and various state and foreign jurisdictions and is subject to routine compliance reviews by the IRS and other taxing authorities. The Company has effectively settled with the IRS for all fiscal years prior to 2014, except 2010. | ||||||||||||
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 million of the Company’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’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. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Jan. 31, 2014 | |
Retirement Plans | ' |
Retirement 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. 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 expensed for defined contribution plans were $81 million, $92 million and $95 million in fiscal 2014, 2013, and 2012, respectively. At the end of fiscal 2014, the Company elected to decrease its discretionary employer match contribution percentage and also provided for an additional Company contribution to be given to all eligible employees, regardless of whether the employee participates in the 401(k) plan, payable at the end of the calendar year to all employees employed on the last day of the calendar year, with certain exceptions. | |
Deferred Compensation Plans | |
The Company maintains two deferred compensation plans, the Keystaff Deferral Plan (KDP) and the Key Executive Stock Deferral Plan (KESDP), for the benefit of certain management or highly compensated employees or directors and allows eligible participants to elect to defer all or a portion of their annual bonus, sign-on bonus or certain other bonuses. Directors may also elect to defer their director fees. The Company makes no contributions to the KDP but maintains participant accounts for deferred amounts and interest earned. Interest is accrued based on the Moody’s Seasoned Corporate Bond Rate. Deferred balances are generally paid upon retirement or termination. Under the KESDP, eligible participants may elect to defer in share units all or a portion of their bonus awards granted under the 2006 Equity Incentive Plan (see Note 11) and prior plans. The Company makes no contributions to the accounts of KESDP participants. Benefits from the KESDP are payable in shares of Leidos' stock that may be held in a trust for the purpose of funding benefit payments to KESDP participants. Deferred balances will generally be paid upon retirement or termination. | |
Beginning in fiscal 2012, the Company sponsored a 401(k) Excess Deferral Plan (Excess Plan) for the benefit of certain management or highly compensated employees that allows participants to elect to defer up to 20% of their eligible salary once the participant has met the contribution limit imposed on the Leidos, Inc. Retirement Plan. The Company makes matching contributions to participants who have received a reduced Company contribution in the Leidos, Inc. Retirement Plan due to the participant’s deferral of salary into the Excess Plan. | |
Defined Benefit Plans | |
The Company sponsors a defined benefit pension plan in the United Kingdom for plan participants that primarily performed services on an expired customer contract. While benefits are no longer accruing under the plan, 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 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. | |
The projected benefit obligation as of January 31, 2014 and January 31, 2013 was $106 million and $94 million, respectively. The fair value of plan assets as of January 31, 2014 and January 31, 2013 was $98 million and $86 million, respectively. The plan funding status was underfunded by $9 million and $8 million as of January 31, 2014 and January 2013, 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’s consolidated financial statements and no amounts associated with this plan are included in the defined benefit plan disclosures above. | |
Leidos, Inc. | ' |
Retirement Plans | ' |
Retirement 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. 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 expensed for defined contribution plans were $81 million, $92 million and $95 million in fiscal 2014, 2013, and 2012, respectively. At the end of fiscal 2014, the Company elected to decrease its discretionary employer match contribution percentage and also provided for an additional Company contribution to be given to all eligible employees, regardless of whether the employee participates in the 401(k) plan, payable at the end of the calendar year to all employees employed on the last day of the calendar year, with certain exceptions. | |
Deferred Compensation Plans | |
The Company maintains two deferred compensation plans, the Keystaff Deferral Plan (KDP) and the Key Executive Stock Deferral Plan (KESDP), for the benefit of certain management or highly compensated employees or directors and allows eligible participants to elect to defer all or a portion of their annual bonus, sign-on bonus or certain other bonuses. Directors may also elect to defer their director fees. The Company makes no contributions to the KDP but maintains participant accounts for deferred amounts and interest earned. Interest is accrued based on the Moody’s Seasoned Corporate Bond Rate. Deferred balances are generally paid upon retirement or termination. Under the KESDP, eligible participants may elect to defer in share units all or a portion of their bonus awards granted under the 2006 Equity Incentive Plan (see Note 11) and prior plans. The Company makes no contributions to the accounts of KESDP participants. Benefits from the KESDP are payable in shares of Leidos' stock that may be held in a trust for the purpose of funding benefit payments to KESDP participants. Deferred balances will generally be paid upon retirement or termination. | |
Beginning in fiscal 2012, the Company sponsored a 401(k) Excess Deferral Plan (Excess Plan) for the benefit of certain management or highly compensated employees that allows participants to elect to defer up to 20% of their eligible salary once the participant has met the contribution limit imposed on the Leidos, Inc. Retirement Plan. The Company makes matching contributions to participants who have received a reduced Company contribution in the Leidos, Inc. Retirement Plan due to the participant’s deferral of salary into the Excess Plan. | |
Defined Benefit Plans | |
The Company sponsors a defined benefit pension plan in the United Kingdom for plan participants that primarily performed services on an expired customer contract. While benefits are no longer accruing under the plan, 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 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. | |
The projected benefit obligation as of January 31, 2014 and January 31, 2013 was $106 million and $94 million, respectively. The fair value of plan assets as of January 31, 2014 and January 31, 2013 was $98 million and $86 million, respectively. The plan funding status was underfunded by $9 million and $8 million as of January 31, 2014 and January 2013, 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’s consolidated financial statements and no amounts associated with this plan are included in the defined benefit plan disclosures above. |
Leases
Leases | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Leases | ' | |||||||||||
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, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Gross rental expense | $ | 181 | $ | 154 | $ | 158 | ||||||
Less sublease income | (6 | ) | (4 | ) | (6 | ) | ||||||
Net rental expense | $ | 175 | $ | 150 | $ | 152 | ||||||
In connection with the spin-off transaction, the Company took actions 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 in 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 terms 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 reflected in the future minimum lease commitments table below. | ||||||||||||
Future minimum lease commitments and lease or sublease receipts under non-cancelable operating leases in effect at January 31, 2014 are as follows: | ||||||||||||
Year Ending January 31 | Operating lease | Sublease | ||||||||||
commitment | receipts | |||||||||||
(in millions) | ||||||||||||
2015 | $ | 95 | $ | 7 | ||||||||
2016 | 91 | 7 | ||||||||||
2017 | 76 | 7 | ||||||||||
2018 | 64 | 5 | ||||||||||
2019 | 53 | 4 | ||||||||||
2020 and thereafter | 109 | 12 | ||||||||||
Total | $ | 488 | $ | 42 | ||||||||
As of January 31, 2014, the Company had capital lease obligations of $3 million that are payable over the next four years. | ||||||||||||
Sale and Leaseback Agreement | ||||||||||||
On May 3, 2013, the Company entered into a purchase and sale agreement 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 to be completed in a series of transactions over approximately six years. | ||||||||||||
On July 26, 2013, the Company closed the first phase of the purchase and sale agreement and received proceeds of $83 million, net of selling costs. The Company leased back from the buyer three of 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 sale of $40 million, a corresponding 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 term which ended on January 31, 2014. The sale of the third office building is being accounted for as a financing transaction. The allocated consideration received of $38 million was recorded as a note payable to be paid over seven years with interest at the lessee’s incremental borrowing rate, estimated at 3.7%. The right of use for 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, Inc. | ' | |||||||||||
Leases | ' | |||||||||||
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, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Gross rental expense | $ | 181 | $ | 154 | $ | 158 | ||||||
Less sublease income | (6 | ) | (4 | ) | (6 | ) | ||||||
Net rental expense | $ | 175 | $ | 150 | $ | 152 | ||||||
In connection with the spin-off transaction, the Company took actions 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 in 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 terms 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 reflected in the future minimum lease commitments table below. | ||||||||||||
Future minimum lease commitments and lease or sublease receipts under non-cancelable operating leases in effect at January 31, 2014 are as follows: | ||||||||||||
Year Ending January 31 | Operating lease | Sublease | ||||||||||
commitment | receipts | |||||||||||
(in millions) | ||||||||||||
2015 | $ | 95 | $ | 7 | ||||||||
2016 | 91 | 7 | ||||||||||
2017 | 76 | 7 | ||||||||||
2018 | 64 | 5 | ||||||||||
2019 | 53 | 4 | ||||||||||
2020 and thereafter | 109 | 12 | ||||||||||
Total | $ | 488 | $ | 42 | ||||||||
As of January 31, 2014, the Company had capital lease obligations of $3 million that are payable over the next four years. | ||||||||||||
Sale and Leaseback Agreement | ||||||||||||
On May 3, 2013, the Company entered into a purchase and sale agreement 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 to be completed in a series of transactions over approximately six years. | ||||||||||||
On July 26, 2013, the Company closed the first phase of the purchase and sale agreement and received proceeds of $83 million, net of selling costs. The Company leased back from the buyer three of 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 sale of $40 million, a corresponding 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 term which ended on January 31, 2014. The sale of the third office building is being accounted for as a financing transaction. The allocated consideration received of $38 million was recorded as a note payable to be paid over seven years with interest at the lessee’s incremental borrowing rate, estimated at 3.7%. The right of use for 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. |
Supplementary_Income_Statement
Supplementary Income Statement and Cash Flow Information | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Supplementary Cash Flow Information | ' | |||||||||||
Supplementary Cash Flow Information: | ||||||||||||
Supplementary cash flow information, including non-cash investing and financing activities, for each of the three years ended January 31, 2014 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 | ||||||
Leidos, Inc. | ' | |||||||||||
Supplementary Cash Flow Information | ' | |||||||||||
Supplementary Cash Flow Information: | ||||||||||||
Supplementary cash flow information, including non-cash investing and financing activities, for each of the three years ended January 31, 2014 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 | ||||||
Business_Segment_Information
Business Segment Information | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Business Segment Information | ' | |||||||||||
Business Segment Information: | ||||||||||||
The Company defines its reportable segments based on the way the chief operating decision maker (CODM), currently its chief executive officer, manages the operations of the Company for purposes of allocating resources and assessing performance. | ||||||||||||
Effective February 1, 2013, the Company realigned certain business operations among its segments and renamed its reportable segments as follows: Health and Engineering; National Security Solutions; Technical Services and Information Technology; and Corporate and Other. In connection with the spin-off of New SAIC, discussed in Note 2, the Technical Services and Information Technology reportable segment was distributed to New SAIC and was included as part of the Company's discontinued operations. Prior year amounts have been recast for consistency with the current year’s presentation. | ||||||||||||
Health and Engineering 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. 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 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. Major customers of National Security Solutions include national and military intelligence agencies, and other federal, civilian and commercial customers in the national security complex. | ||||||||||||
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’s U.S. Government customers and certain revenue and expense items excluded from the CODM’s evaluation of a reportable segment’s performance. | ||||||||||||
The following tables summarize business segment information for each of the three years ended January 31, 2014: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues: | ||||||||||||
Health and Engineering | $ | 1,735 | $ | 1,825 | $ | 1,612 | ||||||
National Security Solutions | 4,049 | 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 Solutions | 292 | 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 Solutions | 3 | 5 | 8 | |||||||||
Total amortization of intangible assets | $ | 36 | $ | 37 | $ | 32 | ||||||
Asset information by segment is not a key measure of performance used by the CODM. Interest income, interest expense and provision for income taxes, as reported in the consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level. 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 all of the Company’s revenues and tangible long-lived assets are generated by or owned by entities located in the United States. As such, the financial information by geographic location is not presented. | ||||||||||||
The Company’s total 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 each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. Government | 78 | % | 81 | % | 83 | % | ||||||
U.S. DoD | 68 | % | 69 | % | 72 | % | ||||||
U.S. Army | 19 | % | 23 | % | 25 | % | ||||||
Leidos, Inc. | ' | |||||||||||
Business Segment Information | ' | |||||||||||
Business Segment Information: | ||||||||||||
The Company defines its reportable segments based on the way the chief operating decision maker (CODM), currently its chief executive officer, manages the operations of the Company for purposes of allocating resources and assessing performance. | ||||||||||||
Effective February 1, 2013, the Company realigned certain business operations among its segments and renamed its reportable segments as follows: Health and Engineering; National Security Solutions; Technical Services and Information Technology; and Corporate and Other. In connection with the spin-off of New SAIC, discussed in Note 2, the Technical Services and Information Technology reportable segment was distributed to New SAIC and was included as part of the Company's discontinued operations. Prior year amounts have been recast for consistency with the current year’s presentation. | ||||||||||||
Health and Engineering 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. 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 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. Major customers of National Security Solutions include national and military intelligence agencies, and other federal, civilian and commercial customers in the national security complex. | ||||||||||||
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’s U.S. Government customers and certain revenue and expense items excluded from the CODM’s evaluation of a reportable segment’s performance. | ||||||||||||
The following tables summarize business segment information for each of the three years ended January 31, 2014: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues: | ||||||||||||
Health and Engineering | $ | 1,735 | $ | 1,825 | $ | 1,612 | ||||||
National Security Solutions | 4,049 | 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 Solutions | 292 | 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 Solutions | 3 | 5 | 8 | |||||||||
Total amortization of intangible assets | $ | 36 | $ | 37 | $ | 32 | ||||||
Asset information by segment is not a key measure of performance used by the CODM. Interest income, interest expense and provision for income taxes, as reported in the consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level. 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 all of the Company’s revenues and tangible long-lived assets are generated by or owned by entities located in the United States. As such, the financial information by geographic location is not presented. | ||||||||||||
The Company’s total 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 each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. Government | 78 | % | 81 | % | 83 | % | ||||||
U.S. DoD | 68 | % | 69 | % | 72 | % | ||||||
U.S. Army | 19 | % | 23 | % | 25 | % |
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Jan. 31, 2014 | |
Legal Proceedings | ' |
Legal Proceedings: | |
Timekeeping Contract with City of New York | |
In March 2012, the Company reached a settlement with the U.S. Attorney’s Office for the Southern District of New York and the City of New York (City) relating to investigations being conducted by the U.S. Attorney’s Office and the City with respect 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 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. 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 re 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’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’ stock at an inflated price. On October 1, 2013, the District Court dismissed many claims in the complaint with prejudice and on January 30, 2014, the District Court entered an order dismissing all remaining claims with prejudice and without leave to replead. The plaintiffs have moved to vacate the District Court's judgment or obtain relief from the judgment and for leave to file an amended complaint. | |
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 of the contract balance owed to the Company. The Customer has not paid this 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 for approximately $53 million. The Customer has yet to satisfy the arbitral award. The Company is pursuing an enforcement action in U.S. District Court for the District of Columbia. In September 2013, the Customer filed a petition in a Greek court seeking to nullify the arbitral award and to stay enforcement of 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 during the fiscal years ended January 31, 2014, 2013 and 2012. As of January 31, 2014, 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. 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 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’s management, based upon current information, will likely have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | |
Leidos, Inc. | ' |
Legal Proceedings | ' |
Legal Proceedings: | |
Timekeeping Contract with City of New York | |
In March 2012, the Company reached a settlement with the U.S. Attorney’s Office for the Southern District of New York and the City of New York (City) relating to investigations being conducted by the U.S. Attorney’s Office and the City with respect 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 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. 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 re 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’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’ stock at an inflated price. On October 1, 2013, the District Court dismissed many claims in the complaint with prejudice and on January 30, 2014, the District Court entered an order dismissing all remaining claims with prejudice and without leave to replead. The plaintiffs have moved to vacate the District Court's judgment or obtain relief from the judgment and for leave to file an amended complaint. | |
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 of the contract balance owed to the Company. The Customer has not paid this 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 for approximately $53 million. The Customer has yet to satisfy the arbitral award. The Company is pursuing an enforcement action in U.S. District Court for the District of Columbia. In September 2013, the Customer filed a petition in a Greek court seeking to nullify the arbitral award and to stay enforcement of 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 during the fiscal years ended January 31, 2014, 2013 and 2012. As of January 31, 2014, 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. 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 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’s management, based upon current information, will likely have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Other_Commitments_and_Continge
Other Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2014 | |
Other Commitments and Contingencies | ' |
Other Commitments and Contingencies: | |
VirnetX, Inc. | |
In fiscal 2007, the Company transferred several patents to VirnetX Inc., a subsidiary of VirnetX Holding Corp. In consideration of this transfer, 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 jury found that Apple Corporation infringed two of the patents that the Company previously transferred to VirnetX and awarded approximately $368 million 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. Apple has filed an appeal of the jury verdict with the United States Court of Appeals for the Federal Circuit which remains pending. 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. The Company does not have any assets or liabilities recorded in connection with this matter as of January 31, 2014. | |
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, results of operations and cash flows due to its reliance on government contracts. During fiscal 2014, the Company paid approximately $18 million to the government to settle various investigations and reviews, including investigations arising under the Civil False Claims Act. | |
U.S. Government agencies, including the Defense Contract Audit Agency (DCAA), Defense Contract Management Agency (DCMA) and others, routinely audit and review 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 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 rates to its U.S. Government customers until the control deficiencies are corrected and their remediation is accepted by the DCMA. | |
The Company’s indirect cost audits by the DCAA have not been completed for fiscal 2008 and subsequent fiscal years. 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 know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’s estimates, its profitability would be adversely affected. Pursuant to 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 customers 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 nonperformance of the joint venture. The Company also has a cross-indemnity agreement with 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 one 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 obligations to the U.S. Government under the contract award. The Company also has a cross-indemnity agreement with each of the other two joint venture partners to protect it from liabilities for any U.S. Government claims resulting from the actions of the other two joint venture partners 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. | |
Letters of Credit and Surety Bonds | |
The Company has outstanding letters of credit of $62 million as of January 31, 2014, principally related to guarantees on contracts. The Company also has outstanding surety bonds in the amount of $141 million, principally related to performance and payment bonds on the Company’s contracts. | |
Other | |
The Company maintains self-insured medical and workers compensation insurance plans. The Company provided estimated accruals for claims incurred but not yet reported of $19 million and $19 million as of January 31, 2014 and January 31, 2013, respectively. | |
Leidos, Inc. | ' |
Other Commitments and Contingencies | ' |
Other Commitments and Contingencies: | |
VirnetX, Inc. | |
In fiscal 2007, the Company transferred several patents to VirnetX Inc., a subsidiary of VirnetX Holding Corp. In consideration of this transfer, 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 jury found that Apple Corporation infringed two of the patents that the Company previously transferred to VirnetX and awarded approximately $368 million 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. Apple has filed an appeal of the jury verdict with the United States Court of Appeals for the Federal Circuit which remains pending. 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. The Company does not have any assets or liabilities recorded in connection with this matter as of January 31, 2014. | |
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, results of operations and cash flows due to its reliance on government contracts. During fiscal 2014, the Company paid approximately $18 million to the government to settle various investigations and reviews, including investigations arising under the Civil False Claims Act. | |
U.S. Government agencies, including the Defense Contract Audit Agency (DCAA), Defense Contract Management Agency (DCMA) and others, routinely audit and review 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 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 rates to its U.S. Government customers until the control deficiencies are corrected and their remediation is accepted by the DCMA. | |
The Company’s indirect cost audits by the DCAA have not been completed for fiscal 2008 and subsequent fiscal years. 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 know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’s estimates, its profitability would be adversely affected. Pursuant to 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 customers 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 nonperformance of the joint venture. The Company also has a cross-indemnity agreement with 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 one 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 obligations to the U.S. Government under the contract award. The Company also has a cross-indemnity agreement with each of the other two joint venture partners to protect it from liabilities for any U.S. Government claims resulting from the actions of the other two joint venture partners 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. | |
Letters of Credit and Surety Bonds | |
The Company has outstanding letters of credit of $62 million as of January 31, 2014, principally related to guarantees on contracts. The Company also has outstanding surety bonds in the amount of $141 million, principally related to performance and payment bonds on the Company’s contracts. | |
Other | |
The Company maintains self-insured medical and workers compensation insurance plans. The Company provided estimated accruals for claims incurred but not yet reported of $19 million and $19 million as of January 31, 2014 and January 31, 2013, respectively. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Jan. 31, 2014 | ||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||
Selected Quarterly Financial Data (Unaudited): | ||||||||||||||||
Selected unaudited financial data 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 as discontinued operations. | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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 | $ | 0.7 | $ | 1.73 | ||||||||
Diluted earnings per share (2) | $ | 0.67 | $ | 0.72 | $ | 0.7 | $ | 1.73 | ||||||||
All per share amounts presented give effect to the one-for-four reverse stock split completed on September 27, 2013. | ||||||||||||||||
-1 | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | |||||||||||||||
-2 | Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the total for the fiscal year. | |||||||||||||||
-3 | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. | |||||||||||||||
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 | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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, Inc. | ' | |||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||
Selected Quarterly Financial Data (Unaudited): | ||||||||||||||||
Selected unaudited financial data 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 as discontinued operations. | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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 | $ | 0.7 | $ | 1.73 | ||||||||
Diluted earnings per share (2) | $ | 0.67 | $ | 0.72 | $ | 0.7 | $ | 1.73 | ||||||||
All per share amounts presented give effect to the one-for-four reverse stock split completed on September 27, 2013. | ||||||||||||||||
-1 | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | |||||||||||||||
-2 | Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the total for the fiscal year. | |||||||||||||||
-3 | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. | |||||||||||||||
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 | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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 | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Nature of Operations and Basis of Presentation | ' | |||||||||||
Nature of Operations and Basis of Presentation | ||||||||||||
Leidos Holdings, Inc. (“Leidos”) (formerly known as SAIC, Inc.) is a holding company whose direct 100%-owned subsidiary is Leidos, Inc. (formerly known as Science Applications International Corporation), a company focused on delivering science and technology solutions primarily in the areas of national security, health and engineering to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, and other U.S. Government civil agencies, state and local government agencies, foreign governments and customers across a variety of commercial markets. 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-off 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. 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 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”), 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, 2013 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. | ||||||||||||
Use of Estimates | ' | |||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (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 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 assumptions have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. | ||||||||||||
Separation Transaction and Restructuring Expenses | ' | |||||||||||
Separation Transaction and Restructuring Expenses | ||||||||||||
In anticipation of the spin-off 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 facilities 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 million for the year ended January 31, 2014, and $28 million for 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 services | 2 | — | ||||||||||
Lease termination and facility consolidation expenses | 46 | 2 | ||||||||||
Severance costs | 10 | 8 | ||||||||||
Separation transaction and restructuring expenses in operating income | 65 | 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 expect to incur significant additional other separation transaction and restructuring expenses in fiscal 2015 related to the spin-off transaction. | ||||||||||||
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 | ||||||
Charges | 10 | 41 | 51 | |||||||||
Cash payments | (17 | ) | (23 | ) | (40 | ) | ||||||
Balance as of January 31, 2014 | $ | 1 | $ | 20 | $ | 21 | ||||||
Operating Cycle | ' | |||||||||||
Operating Cycle | ||||||||||||
The Company’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 classified as current assets and current liabilities. | ||||||||||||
Variable Interest Entities | ' | |||||||||||
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). 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. | ||||||||||||
Revenue Recognition | ' | |||||||||||
Revenue Recognition | ||||||||||||
The Company’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 and cost-plus-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 can not 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)—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 on 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. | ||||||||||||
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. | ||||||||||||
The Company evaluates its contracts for multiple elements, and when appropriate, separates the contracts into separate units of accounting for revenue recognition. | ||||||||||||
The Company 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 upon and settled indirect contract costs through fiscal 2007. 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. | ||||||||||||
In certain situations, primarily 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’ products, the Company recognizes as revenue the net management fee associated with the services and excludes from its income statement the gross sales and costs associated with the facility or other vendors’ products. | ||||||||||||
Changes in Estimates on Contracts | ' | |||||||||||
Changes in Estimates on Contracts | ||||||||||||
Changes in estimates related to certain types of 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 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. | ||||||||||||
Receivables | ' | |||||||||||
Receivables | ||||||||||||
The Company’s 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, substantially all of which 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 in 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. | ||||||||||||
Discontinued Operations | ' | |||||||||||
Discontinued Operations | ||||||||||||
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. | ||||||||||||
Pre-contract Costs | ' | |||||||||||
Pre-contract Costs | ||||||||||||
Costs incurred on projects as pre-contract costs are deferred as assets (inventory, prepaid expenses and other current 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 Instruments | ' | |||||||||||
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 uses a risk management policy to assess and manage cash flow and fair value exposures. The policy permits the use of derivative instruments with certain restrictions. The Company does not hold derivative instruments for trading or speculative purposes. | ||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||
Fair Value of Financial Instruments | ||||||||||||
The accounting standard for fair value measurements establishes a three-tier 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 that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3). The Company utilizes Level 2 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. | ||||||||||||
The fair value of financial instruments is determined based on quoted market prices, if available, or management’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). 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 (Level 2 input). The fair value of long-term debt (see Note 7) is determined based on current interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements (Level 2 and 3 inputs). | ||||||||||||
Cash and Cash Equivalents | ' | |||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company’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 restrictions on the withdrawal of the Company’s 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 | ' | |||||||||||
Restricted Cash | ||||||||||||
The Company has restricted cash balances, primarily representing advances from a customer, that are restricted as to use for certain expenditures related to that customer’s contract. | ||||||||||||
Concentration of Credit Risk | ' | |||||||||||
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, the Company’s cash and cash equivalents bear both fixed and variable interest rates. Although credit risk is limited, the Company’s receivables are concentrated 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 | ||||||||||||
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. | ||||||||||||
Inventories | ' | |||||||||||
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. Work-in-process inventory includes raw material costs plus labor costs, including fringe benefits, and allocable overhead costs. 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. | ||||||||||||
Property, Plant and Equipment | ' | |||||||||||
Property, Plant and Equipment | ||||||||||||
Purchases of property, plant and equipment as well as costs associated with major renewals and betterments are capitalized. Maintenance, repairs and minor renewals and betterments are expensed as incurred. | ||||||||||||
Construction in Progress (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. | ||||||||||||
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 equipment | Straight-line or declining-balance | 10-Feb | ||||||||||
Buildings | Straight-line | 20-40 | ||||||||||
Building improvements and leasehold improvements | Straight-line | Shorter of lease term or 25 | ||||||||||
Office furniture | Straight-line or declining-balance | 9-Jun | ||||||||||
Electric generation facility | Straight-line | 25 | ||||||||||
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. When the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of its estimated future cash flows (Level 2 under the accounting standard for fair value measurement). | ||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||
Goodwill and Intangible Assets | ||||||||||||
Goodwill represents purchase consideration paid in a business combination that exceeds the values assigned to the net assets of acquired businesses. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually, at the beginning of the fourth quarter, and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill is evaluated for impairment either under a qualitative assessment option or a two-step quantitative approach depending on facts and circumstances of a reporting unit, including 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 or not that the fair value 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’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-step quantitative goodwill impairment test, the estimated fair value of each reporting unit is compared to its 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. | ||||||||||||
The Company estimates the fair value of each reporting unit using both market and income approaches (Level 3 under the accounting standard for fair value measurement). | ||||||||||||
The market approach is a valuation technique where the fair value is calculated based on market prices realized from a detailed market analysis of publicly traded companies that provide a reasonable basis of comparison for each 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. | ||||||||||||
The income approach is a valuation technique where the fair value is calculated based on forecasted future cash flows within the projection period discounted back to the present value with appropriate risk adjusted discount rates, which represent the weighted-average cost of capital (WACC) for each reporting unit. This 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 forecast used in the Company’s estimation of fair value was developed by management based on incorporating adjustments that reflect known business and market considerations. | ||||||||||||
Each model is based upon certain key assumptions that require the exercise of significant judgment including judgments for the use of appropriate financial projections, discount rates and WACC as well as using available market data. The goodwill impairment test process also requires management to make significant judgments and assumptions, including revenue, profit, expected long-term growth rates and cash flow forecasts, about the reporting units to which goodwill is assigned. | ||||||||||||
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) | ||||||||||||
Customer relationships | 10-May | |||||||||||
Software and technology | 15-Jun | |||||||||||
Other | 15-Feb | |||||||||||
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 | ||||||||||||
Selling, General and Administrative Expenses | ' | |||||||||||
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’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) expenses | ||||||||||||
Income Taxes | ' | |||||||||||
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. | ||||||||||||
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 | ' | |||||||||||
Stock-Based Compensation | ||||||||||||
The Company recognizes the fair value of all stock-based awards, including stock options, granted to employees and directors in exchange for services as compensation expense over the requisite service period, which is typically the vesting period, net of an estimated forfeiture rate | ||||||||||||
Special Cash Dividend | ' | |||||||||||
Special Cash Dividend | ||||||||||||
In March 2013, Leidos' board 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 vesting stock awards and performance-based stock awards as a result of the special dividend. | ||||||||||||
Foreign Currency | ' | |||||||||||
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’ equity. Transaction gains and losses are recognized in the statement of income | ||||||||||||
Accounting Standards Updates Adopted | ' | |||||||||||
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. 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 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 2013-11 and it 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 | ' | |||||||||||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Separation Transaction Expenses | ' | |||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Strategic advisory services | $ | 7 | $ | 1 | ||||||||
Legal and accounting services | 2 | — | ||||||||||
Lease termination and facility consolidation expenses | 46 | 2 | ||||||||||
Severance costs | 10 | 8 | ||||||||||
Separation transaction and restructuring expenses in operating income | 65 | 11 | ||||||||||
Less: income tax benefit | (25 | ) | (4 | ) | ||||||||
Separation transaction and restructuring expenses, net of tax | $ | 40 | $ | 7 | ||||||||
Schedule of Restructuring Reserve | ' | |||||||||||
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 | ||||||
Charges | 10 | 41 | 51 | |||||||||
Cash payments | (17 | ) | (23 | ) | (40 | ) | ||||||
Balance as of January 31, 2014 | $ | 1 | $ | 20 | $ | 21 | ||||||
Schedule of Depreciation using Estimated Useful Lives | ' | |||||||||||
Depreciation is recognized using the methods and estimated useful lives as follows: | ||||||||||||
Depreciation method | Estimated useful lives (in years) | |||||||||||
Computers and other equipment | Straight-line or declining-balance | 10-Feb | ||||||||||
Buildings | Straight-line | 20-40 | ||||||||||
Building improvements and leasehold improvements | Straight-line | Shorter of lease term or 25 | ||||||||||
Office furniture | Straight-line or declining-balance | 9-Jun | ||||||||||
Electric generation facility | Straight-line | 25 | ||||||||||
Schedule of Finite-Lived Intangible Assets | ' | |||||||||||
Intangible assets with finite lives are being amortized over the following periods: | ||||||||||||
Estimated useful lives (in years) | ||||||||||||
Customer relationships | 10-May | |||||||||||
Software and technology | 15-Jun | |||||||||||
Other | 15-Feb |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
SAIC | ' | |||||||||||
Schedule of Discontinued Operations | ' | |||||||||||
The operating results of 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 revenues | 2,447 | 4,230 | 4,157 | |||||||||
Selling, general and administrative expenses | 42 | 65 | 63 | |||||||||
Bad debt expense | — | 2 | 1 | |||||||||
Separation transaction and restructuring expenses | 55 | 28 | — | |||||||||
Operating income | $ | 168 | $ | 358 | $ | 411 | ||||||
The major classes of assets and liabilities included in discontinued operations through the Distribution Date related to the spin-off of New SAIC are presented in the table below: | ||||||||||||
January 31, | ||||||||||||
2013 | ||||||||||||
(in millions) | ||||||||||||
Cash and cash equivalents | $ | 1 | ||||||||||
Receivables, net | 717 | |||||||||||
Inventory, prepaid expenses and other current assets | 101 | |||||||||||
Total current assets | 819 | |||||||||||
Property, plant and equipment, net | 29 | |||||||||||
Intangible assets, net | 6 | |||||||||||
Goodwill | 491 | |||||||||||
Deferred income taxes | 2 | |||||||||||
Other assets | 1 | |||||||||||
Total assets | 1,348 | |||||||||||
Accounts payable and accrued liabilities | 461 | |||||||||||
Accrued payroll and employee benefits | 185 | |||||||||||
Notes payable and long-term debt | 1 | |||||||||||
Total current liabilities | 647 | |||||||||||
Non-current liabilities | — | |||||||||||
Total liabilities | $ | 647 | ||||||||||
Other Disposals | ' | |||||||||||
Schedule of Discontinued Operations | ' | |||||||||||
The pre-sale operating results of the Company's discontinued operations discussed above, excluding the spin-off of New SAIC, for each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues | $ | 16 | $ | 77 | $ | 189 | ||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 18 | 65 | 153 | |||||||||
Selling, general and administrative expenses | 24 | 50 | 56 | |||||||||
Intangible asset impairment charges | 2 | 6 | 18 | |||||||||
Operating loss | $ | (28 | ) | $ | (44 | ) | $ | (38 | ) |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||
Schedule of Acquisition Information | ' | |||||||||||
Acquisition information for the years presented was as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
($ in millions) | ||||||||||||
Number of acquisitions | 1 | 1 | 2 | |||||||||
Purchase consideration (paid and accrued) | $ | 111 | $ | 505 | $ | 223 | ||||||
Schedule of Finite-lived, Indefinite-lived and Goodwill | ' | |||||||||||
The following table summarizes the fair value (preliminary or final) of goodwill and intangible assets acquired at the date of acquisition as well as the components and weighted average useful lives 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 | |||||||||
Other | 12 years | 1 year | 3 years | |||||||||
All finite-lived intangible assets | 12 years | 4 years | 5 years | |||||||||
Plainfield Renewal Energy Holdings LLC | ' | |||||||||||
Business Acquisition [Line Items] | ' | |||||||||||
Schedule of Details of Purchase Price | ' | |||||||||||
The aggregate purchase consideration that the Company exchanged for PRE Holdings is as follows (in millions): | ||||||||||||
Forgiveness of accounts receivable (net of $32 million bad debt expense) | $ | 105 | ||||||||||
Contingent consideration | 6 | |||||||||||
Total purchase consideration | $ | 111 | ||||||||||
Estimated Fair Values of Assets Acquired And Liabilities Assumed | ' | |||||||||||
The estimated 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 assets | 8 | |||||||||||
Notes payable assumed (net of debt discount) | (148 | ) | ||||||||||
Total identifiable net assets acquired | 108 | |||||||||||
Intangible assets | 3 | |||||||||||
Total purchase consideration | $ | 111 | ||||||||||
maxIT Healthcare Holdings Inc. | ' | |||||||||||
Business Acquisition [Line Items] | ' | |||||||||||
Estimated Fair Values of Assets Acquired And Liabilities Assumed | ' | |||||||||||
The fair values of the maxIT assets acquired and liabilities assumed at the date of acquisition were as follows (in millions): | ||||||||||||
Cash | $ | 9 | ||||||||||
Receivables | 50 | |||||||||||
Other assets | 24 | |||||||||||
Accounts payable, accrued liabilities and accrued payroll and employee benefits | (21 | ) | ||||||||||
Deferred tax liabilities, net | (24 | ) | ||||||||||
Total identifiable net assets acquired | 38 | |||||||||||
Goodwill | 395 | |||||||||||
Intangible assets | 72 | |||||||||||
Total purchase price | $ | 505 | ||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Changes in Goodwill by Segment | ' | |||||||||||||||||||||||
The balance and changes in the carrying amount of goodwill by segment were as follows: | ||||||||||||||||||||||||
HES | NSS | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Balance at January 31, 2012 | $ | 600 | $ | 709 | $ | 1,309 | ||||||||||||||||||
Acquisitions | 395 | — | 395 | |||||||||||||||||||||
Corporate reorganizations | (10 | ) | 10 | — | ||||||||||||||||||||
Balance at January 31, 2013 | 985 | 719 | 1,704 | |||||||||||||||||||||
Corporate reorganizations | (69 | ) | 69 | — | ||||||||||||||||||||
Balance at January 31, 2014 | $ | 916 | $ | 788 | $ | 1,704 | ||||||||||||||||||
Schedule of Intangible Assets Including Estimates of Assets Acquired | ' | |||||||||||||||||||||||
Intangible assets, including those arising from preliminary estimates of assets acquired relating to acquisitions, consisted of the following: | ||||||||||||||||||||||||
January 31 | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
carrying | amortization | carrying | carrying | amortization | carrying | |||||||||||||||||||
value | value | value | value | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 102 | $ | (54 | ) | $ | 48 | $ | 154 | $ | (57 | ) | $ | 97 | ||||||||||
Software and technology | 65 | (36 | ) | 29 | 97 | (30 | ) | 67 | ||||||||||||||||
Other | 4 | (1 | ) | 3 | 1 | (1 | ) | — | ||||||||||||||||
Total finite-lived intangible assets | 171 | (91 | ) | 80 | 252 | (88 | ) | 164 | ||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||
In-process research and development | 10 | — | 10 | 10 | — | 10 | ||||||||||||||||||
Trade names | 4 | — | 4 | 4 | — | 4 | ||||||||||||||||||
Total indefinite-lived intangible assets | 14 | — | 14 | 14 | — | 14 | ||||||||||||||||||
Total intangible assets | $ | 185 | $ | (91 | ) | $ | 94 | $ | 266 | $ | (88 | ) | $ | 178 | ||||||||||
Schedule of Amortization Expense for Finite-Lived Intangible Assets | ' | |||||||||||||||||||||||
The estimated annual amortization expense related to finite-lived intangible assets as of January 31, 2014 was as follows: | ||||||||||||||||||||||||
Year Ending January 31 | ||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
2015 | $ | 22 | ||||||||||||||||||||||
2016 | 20 | |||||||||||||||||||||||
2017 | 17 | |||||||||||||||||||||||
2018 | 11 | |||||||||||||||||||||||
2019 | 6 | |||||||||||||||||||||||
2020 and thereafter | 4 | |||||||||||||||||||||||
$ | 80 | |||||||||||||||||||||||
Composition_of_Certain_Financi1
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended | |||||||
Jan. 31, 2014 | ||||||||
Schedule of Certain Financial Statement Captions | ' | |||||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Receivables, net: | ||||||||
Billed and billable receivables | $ | 799 | $ | 775 | ||||
Unbillable receivables, including contract retentions | 305 | 397 | ||||||
Less allowance for doubtful accounts | (16 | ) | (6 | ) | ||||
$ | 1,088 | $ | 1,166 | |||||
Inventory, prepaid expenses and other current assets: | ||||||||
Deferred income taxes | $ | 89 | $ | 34 | ||||
Inventories | 59 | 79 | ||||||
Prepaid expenses | 34 | 32 | ||||||
Prepaid income taxes and tax refunds receivable | 24 | 94 | ||||||
Restricted cash | 18 | 51 | ||||||
Assets held for sale | — | 30 | ||||||
Other | 32 | 13 | ||||||
$ | 256 | $ | 333 | |||||
January 31 | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Property, plant and equipment, net: | ||||||||
Electric generation facility | $ | 269 | $ | — | ||||
Computers and other equipment | 205 | 268 | ||||||
Leasehold improvements | 169 | 181 | ||||||
Buildings and improvements | 113 | 141 | ||||||
Office furniture and fixtures | 44 | 53 | ||||||
Land | 27 | 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 payable | 218 | 259 | ||||||
Collections in excess of revenues on uncompleted contracts and deferred revenue | 103 | 88 | ||||||
$ | 716 | $ | 782 | |||||
Accrued payroll and employee benefits: | ||||||||
Salaries, bonuses and amounts withheld from employees’ compensation | $ | 152 | $ | 196 | ||||
Accrued vacation | 129 | 152 | ||||||
Accrued contributions to employee benefit plans | 5 | 5 | ||||||
$ | 286 | $ | 353 | |||||
Other long-term liabilities: | ||||||||
Deferred tax liabilities | $ | 66 | $ | 32 | ||||
Deferred compensation | 38 | 40 | ||||||
Liabilities for uncertain tax positions | 12 | 24 | ||||||
Accrued pension liabilities | 9 | 8 | ||||||
Other | 102 | 66 | ||||||
$ | 227 | $ | 170 | |||||
Notes_Payable_and_LongTerm_Deb1
Notes Payable and Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||
Jan. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Schedule of Notes Payable and Long-Term Debt | ' | |||||||||||||
The Company’s notes payable and long-term debt consisted of the following for the years presented: | ||||||||||||||
January 31 | ||||||||||||||
Stated | Effective | 2014 | 2013 | |||||||||||
interest rate | interest rate | |||||||||||||
(dollars in millions) | ||||||||||||||
Leidos Holdings, Inc. senior unsecured notes: | ||||||||||||||
$450 million notes issued in fiscal 2011, which mature in December 2020 | 4.45 | % | 4.53 | % | $ | 449 | $ | 449 | ||||||
$300 million notes issued in fiscal 2011, which mature in December 2040 | 5.95 | % | 6.03 | % | 300 | 300 | ||||||||
Leidos, Inc. senior unsecured notes: | ||||||||||||||
$250 million notes issued in fiscal 2003, which mature in July 2032 | 7.13 | % | 7.43 | % | 248 | 248 | ||||||||
$300 million notes issued in fiscal 2004, which mature in July 2033 | 5.5 | % | 5.78 | % | 296 | 296 | ||||||||
Capital leases and other notes payable due on various dates through fiscal 2021 | 0%-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 | ||||||||||
Schedule of Maturities of Notes Payable and Long-Term Debt | ' | |||||||||||||
Maturities of notes payable and long-term debt are as follows: | ||||||||||||||
Year Ending January 31 | Total | |||||||||||||
(in millions) | ||||||||||||||
2015 | $ | 3 | ||||||||||||
2016 | 2 | |||||||||||||
2017 | 3 | |||||||||||||
2018 | 2 | |||||||||||||
2019 | 2 | |||||||||||||
2020 and thereafter | 1,328 | |||||||||||||
Total principal payments | 1,340 | |||||||||||||
Less unamortized discount | 7 | |||||||||||||
$ | 1,333 | |||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | |||||||
Jan. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Schedule of 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 | ) |
Earnings_Per_Share_EPS_Tables
Earnings Per Share (EPS) (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Reconciliation of Income used in Calculating Earnings Per Share | ' | |||||||||||
A reconciliation of the income used to compute basic and diluted EPS for the years presented was as follows: | ||||||||||||
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 | ||||||
Reconciliation of Weighted Average Number of Shares Outstanding | ' | |||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Basic weighted average number of shares outstanding | 83 | 83 | 84 | |||||||||
Dilutive common share equivalents—stock options and other stock awards | — | — | — | |||||||||
Diluted weighted average number of shares outstanding | 83 | 83 | 84 | |||||||||
Schedule Of Basic and Diluted EPS | ' | |||||||||||
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 operations | 0.96 | 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 operations | 0.96 | 2.37 | 3.48 | |||||||||
$ | 1.94 | $ | 6.19 | $ | 0.68 | |||||||
Schedule Of Stock-Based Awards Excluded from Weighted Average Shares Outstanding | ' | |||||||||||
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 excluded | 5 | 5 | 5 | |||||||||
Vesting stock awards excluded | 4 | — | — | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Stock-Based Compensation and Related Tax Benefits Recognized | ' | ||||||||||||||||
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 awards | 46 | 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 | |||||||||||
Schedule of Weighted Average Grant-Date Fair Value And Assumptions Used | ' | ||||||||||||||||
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 | 5 | 4.9 | |||||||||||||
Expected volatility | 29.5 | % | 30 | % | 24.5 | % | 23.4 | % | |||||||||
Risk-free interest rate | 1.4 | % | 1.4 | % | 1 | % | 2.2 | % | |||||||||
Dividend yield | 2.4 | % | 2.8 | % | 3.7 | % | — | % | |||||||||
** Adjusted for additional awards granted for the $4.00 Special Dividend | |||||||||||||||||
Schedule of Share-Based Compensation Activity Related to Exercise of Stock Options | ' | ||||||||||||||||
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 options | 1 | — | 14 | ||||||||||||||
Tax benefits realized from exercises of stock options | — | — | 4 | ||||||||||||||
Schedule of Options Outstanding | ' | ||||||||||||||||
Stock option activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
(in millions) | (in years) | (in millions) | |||||||||||||||
Outstanding at January 31, 2011 | 6.2 | 69.25 | 2.1 | 11 | |||||||||||||
Options granted | 1 | 67.67 | |||||||||||||||
Options forfeited or expired | (0.9 | ) | 66.91 | ||||||||||||||
Options exercised | (1.1 | ) | 58.75 | 8 | |||||||||||||
Outstanding at January 31, 2012 | 5.2 | 71.6 | 2.5 | — | |||||||||||||
Options granted | 1.3 | 52.79 | |||||||||||||||
Options forfeited or expired | (1.6 | ) | 70.17 | ||||||||||||||
Options exercised | — | — | — | ||||||||||||||
Outstanding at January 31, 2013 | 4.9 | 67.24 | 3 | — | |||||||||||||
Options granted | 1.4 | 54.86 | |||||||||||||||
Special dividend adjustments | 0.4 | ||||||||||||||||
Options forfeited or expired | (1.3 | ) | 71.8 | ||||||||||||||
Spin-off Adjustment | (1.9 | ) | 57.85 | ||||||||||||||
Outstanding at September 27, 2013 | 3.5 | 59.25 | 3.9 | 24 | |||||||||||||
Shares of | Weighted | Weighted | Aggregate | ||||||||||||||
stock under | average | average | intrinsic value | ||||||||||||||
stock options | exercise price | remaining | |||||||||||||||
contractual | |||||||||||||||||
term | |||||||||||||||||
Outstanding at September 28, 2013 | 4.9 | ** | $ | 40.2 | ** | 3.9 | $ | 24 | |||||||||
Options granted | 0.2 | 45.16 | |||||||||||||||
Options forfeited or expired | (0.4 | ) | 39.43 | ||||||||||||||
Options exercised | (0.2 | ) | 43.1 | 1 | |||||||||||||
Outstanding at January 31, 2014 | 4.5 | 40.33 | 3.8 | 25 | |||||||||||||
Exercisable at January 31, 2014 | 1.9 | 44.36 | 1.7 | 4 | |||||||||||||
Vested and expected to vest in the future as of January 31, 2014 | 4.3 | 40.53 | 3.6 | 23 | |||||||||||||
**Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
Schedule of Vesting Stock Award Activity | ' | ||||||||||||||||
Vesting stock award activity for each of the three years ended January 31, 2014 was as follows: | |||||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
(in millions) | |||||||||||||||||
Unvested at January 31, 2011 | 2.9 | 72.12 | |||||||||||||||
Awards granted | 1.4 | 67.32 | |||||||||||||||
Awards forfeited | (0.3 | ) | 70.72 | ||||||||||||||
Awards vested | (1.0 | ) | 72 | ||||||||||||||
Unvested at January 31, 2012 | 3 | 70 | |||||||||||||||
Awards granted | 1.7 | 52.48 | |||||||||||||||
Awards forfeited | (0.4 | ) | 62.84 | ||||||||||||||
Awards vested | (1.2 | ) | 71.28 | ||||||||||||||
Unvested at January 31, 2013 | 3.1 | 60.78 | |||||||||||||||
Awards granted | 2.1 | 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, 2013 | 2.4 | 59.98 | |||||||||||||||
Shares of stock | Weighted | ||||||||||||||||
under stock | average grant- | ||||||||||||||||
awards | date fair value | ||||||||||||||||
Unvested stock awards at September 28, 2013 | 3.5 | ** | $ | 41.54 | ** | ||||||||||||
Awards granted | 0.4 | * | 45.41 | * | |||||||||||||
Awards forfeited | (0.2 | ) | 39.75 | ||||||||||||||
Unvested stock awards at January 31, 2014 | 3.7 | 42.05 | |||||||||||||||
* Includes Modified Performance-Based Awards | |||||||||||||||||
** Adjusted for Conversion Ratio of 1.4523 | |||||||||||||||||
Schedule of Performance-Based Stock Award Activity | ' | ||||||||||||||||
Performance-based stock award activity for the year ended January 31, 2014 was as follows: | |||||||||||||||||
Expected number | Weighted | ||||||||||||||||
of shares of stock | average grant- | ||||||||||||||||
to be issued under | date fair value | ||||||||||||||||
performance-based | |||||||||||||||||
stock awards | |||||||||||||||||
(in millions) | |||||||||||||||||
Outstanding at January 31, 2013 | 0.3 | $ | 52.96 | ||||||||||||||
Awards canceled | (0.2 | ) | * | 53.11 | * | ||||||||||||
Outstanding at January 31, 2014 | 0.1 | ** | 36.66 | ** | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of Provision for Income Taxes | ' | |||||||||||
The provision for income taxes related to continuing operations for each of the three years ended January 31, 2014 included the following: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Current: | ||||||||||||
Federal and foreign | $ | 32 | $ | (51 | ) | $ | 91 | |||||
State | 13 | 9 | (10 | ) | ||||||||
Deferred: | ||||||||||||
Federal and foreign | (28 | ) | 55 | (9 | ) | |||||||
State | (13 | ) | 10 | 1 | ||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
Schedule of Reconciliation of Provision for Income Taxes | ' | |||||||||||
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, 2014 follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(dollars in millions) | ||||||||||||
Amount computed at the statutory federal income tax rate (35%) | $ | 31 | $ | 122 | $ | (57 | ) | |||||
State income taxes, net of federal tax benefit | — | 10 | (3 | ) | ||||||||
Change in accruals for uncertain tax positions | (5 | ) | (1 | ) | (2 | ) | ||||||
CityTime uncertain tax liability | — | (96 | ) | 96 | ||||||||
Research and development credits | (3 | ) | (5 | ) | (3 | ) | ||||||
Dividends paid to employee stock ownership plan | (22 | ) | (9 | ) | — | |||||||
U.S. manufacturing activity benefit | (3 | ) | (1 | ) | (4 | ) | ||||||
Non-deductible penalties | 4 | — | 46 | |||||||||
Other | 2 | 3 | — | |||||||||
Total | $ | 4 | $ | 23 | $ | 73 | ||||||
Effective income tax rate | 4.5 | % | 6.6 | % | (45.1 | )% | ||||||
Schedule of Deferred Tax Assets (Liabilities) | ' | |||||||||||
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: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Accrued vacation and bonuses | $ | 62 | $ | 55 | ||||||||
Investments | 3 | 5 | ||||||||||
Deferred compensation | 38 | 40 | ||||||||||
Vesting stock awards | 34 | 38 | ||||||||||
Credits and net operating losses carryovers | 27 | 34 | ||||||||||
Employee benefit contributions | 3 | 1 | ||||||||||
Reserves | 51 | 37 | ||||||||||
Other | 23 | 29 | ||||||||||
Total deferred tax assets | 241 | 239 | ||||||||||
Valuation allowance | (7 | ) | (7 | ) | ||||||||
Deferred tax assets, net of valuation allowance | 234 | 232 | ||||||||||
Deferred revenue | (31 | ) | (71 | ) | ||||||||
Fixed asset basis differences | (27 | ) | (12 | ) | ||||||||
Purchased intangible assets | (138 | ) | (135 | ) | ||||||||
Total deferred tax liabilities | (196 | ) | (218 | ) | ||||||||
Net deferred tax assets | $ | 38 | $ | 14 | ||||||||
Schedule of Net Deferred Tax Assets | ' | |||||||||||
Net deferred tax assets were as follows: | ||||||||||||
January 31 | ||||||||||||
2014 | 2013 | |||||||||||
(in millions) | ||||||||||||
Net current deferred tax assets | $ | 89 | $ | 34 | ||||||||
Net non-current deferred tax assets | 15 | 12 | ||||||||||
Net non-current deferred tax liabilities | (66 | ) | (32 | ) | ||||||||
Total net deferred tax assets | $ | 38 | $ | 14 | ||||||||
Schedule of Changes in Unrecognized Tax Benefits | ' | |||||||||||
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 years | 2 | 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 | ||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Leases [Abstract] | ' | |||||||||||
Schedule of Rental Expense for Facilities and Equipment | ' | |||||||||||
Rental expense for facilities and equipment related to continuing operations for each of the three fiscal years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Gross rental expense | $ | 181 | $ | 154 | $ | 158 | ||||||
Less sublease income | (6 | ) | (4 | ) | (6 | ) | ||||||
Net rental expense | $ | 175 | $ | 150 | $ | 152 | ||||||
Schedule of Future Minimum Lease Commitments and Sublease Receipts under Non-Cancelable Operating Leases | ' | |||||||||||
Future minimum lease commitments and lease or sublease receipts under non-cancelable operating leases in effect at January 31, 2014 are as follows: | ||||||||||||
Year Ending January 31 | Operating lease | Sublease | ||||||||||
commitment | receipts | |||||||||||
(in millions) | ||||||||||||
2015 | $ | 95 | $ | 7 | ||||||||
2016 | 91 | 7 | ||||||||||
2017 | 76 | 7 | ||||||||||
2018 | 64 | 5 | ||||||||||
2019 | 53 | 4 | ||||||||||
2020 and thereafter | 109 | 12 | ||||||||||
Total | $ | 488 | $ | 42 | ||||||||
Supplementary_Cash_Flow_Inform
Supplementary Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | |||||||||||
Schedule of Supplementary Cash Flow Information | ' | |||||||||||
Supplementary cash flow information, including non-cash investing and financing activities, for each of the three years ended January 31, 2014 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 | ||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Schedule of Segment Reporting Information by Segment | ' | |||||||||||
The following tables summarize business segment information for each of the three years ended January 31, 2014: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Revenues: | ||||||||||||
Health and Engineering | $ | 1,735 | $ | 1,825 | $ | 1,612 | ||||||
National Security Solutions | 4,049 | 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 Solutions | 292 | 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 Solutions | 3 | 5 | 8 | |||||||||
Total amortization of intangible assets | $ | 36 | $ | 37 | $ | 32 | ||||||
Schedule of Total Revenue Percentages Contributable to Specific Government Agencies | ' | |||||||||||
Government, its agencies and other customers comprising more than 10% of total revenues for each of the three years ended January 31, 2014 were as follows: | ||||||||||||
Year Ended January 31 | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. Government | 78 | % | 81 | % | 83 | % | ||||||
U.S. DoD | 68 | % | 69 | % | 72 | % | ||||||
U.S. Army | 19 | % | 23 | % | 25 | % |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Jan. 31, 2014 | ||||||||||||||||
Schedule of Selected Quarterly Financial Data | ' | |||||||||||||||
Selected unaudited financial data 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 as discontinued operations. | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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 | $ | 0.7 | $ | 1.73 | ||||||||
Diluted earnings per share (2) | $ | 0.67 | $ | 0.72 | $ | 0.7 | $ | 1.73 | ||||||||
All per share amounts presented give effect to the one-for-four reverse stock split completed on September 27, 2013. | ||||||||||||||||
-1 | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | |||||||||||||||
-2 | Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the total for the fiscal year. | |||||||||||||||
-3 | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. | |||||||||||||||
Leidos, Inc. | ' | |||||||||||||||
Schedule of Selected Quarterly Financial Data | ' | |||||||||||||||
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 | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | 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 | ||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Oct. 11, 2013 | Jun. 28, 2013 | Nov. 01, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Sep. 27, 2013 | Mar. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Jan. 31, 2014 | Jan. 31, 2014 | Oct. 11, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Sep. 19, 2013 |
project | Minimum | Maximum | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | One Customer | Two Customers | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Other Intangible Assets | Other Intangible Assets | Software and Technology | Software and Technology | Customer Relationships | Customer Relationships | SAIC | SAIC | SAIC | SAIC | |||||||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership in VIE | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of shares of newly formed company after spin-off transaction | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split | ' | ' | ' | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to Leidos shareholder upon divestiture of SAIC, ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1423 |
Separation transaction expenses | ' | ' | ' | ' | $51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55 | $28 | ' | ' |
Operating cycle (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'P1Y | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in income due to contract estimates | ' | ' | ' | ' | 21 | 19 | 28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in income due to contract estimates per diluted share | ' | ' | ' | ' | $0.15 | $0.12 | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for billing and collection of unbilled receivables, maximum (in years) | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of collection for contract retentions, minimum (in years) | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment received from previously deferred payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bad debt expense | ' | ' | 42 | ' | 44 | 2 | 0 | ' | ' | ' | ' | 44 | 2 | 0 | ' | 41 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2 | 1 | ' |
Number of projects | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forgiveness of accounts receivable (net of $32 million bad debt expense) | ' | ' | ' | ' | 105 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105 | 105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents original maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling ownership interest | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation | ' | ' | ' | ' | 45 | 55 | 56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '15 years | '6 years | '15 years | '5 years | '10 years | ' | ' | ' | ' |
Internal research and development costs included in selling, general and administrative expenses | ' | ' | ' | ' | 45 | 47 | 74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum likelihood of tax benefits being recognized upon ultimate settlement | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment towards dividends | ' | $342 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of extension for deferred payment terms (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Separation_Transaction_Expense
Separation Transaction Expenses (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' |
Strategic advisory services | ' | ' | ' | $7 | $1 | ' |
Legal and accounting services | ' | ' | ' | 2 | 0 | ' |
Lease termination and facility consolidation expenses | ' | ' | ' | 46 | 2 | ' |
Severance costs | ' | ' | ' | 10 | 8 | ' |
Separation transaction expenses in operating income | ' | ' | ' | 65 | 11 | 0 |
Less: income tax benefit | ' | ' | ' | -25 | -4 | ' |
Separation transaction expenses, net of tax | $7 | $25 | $33 | $40 | $7 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Restructuring Reserve (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2014 |
Restructuring Reserve [Roll Forward] | ' |
Opening balance | $10 |
Charges | 51 |
Cash payments | -40 |
Closing balance | 21 |
Severance Costs | ' |
Restructuring Reserve [Roll Forward] | ' |
Opening balance | 8 |
Charges | 10 |
Cash payments | -17 |
Closing balance | 1 |
Lease Termination and Facility Consolidation Expenses | ' |
Restructuring Reserve [Roll Forward] | ' |
Opening balance | 2 |
Charges | 41 |
Cash payments | -23 |
Closing balance | $20 |
Schedule_of_Depreciation_using
Schedule of Depreciation using Estimated Useful Lives (Detail) | 12 Months Ended |
Jan. 31, 2014 | |
Equipment | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '2 years |
Equipment | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '10 years |
Building | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '20 years |
Building | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '40 years |
Building improvements and leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | 'Shorter of lease term or 25 |
Building improvements and leasehold improvements | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '25 years |
Office Furniture | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '6 years |
Office Furniture | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '9 years |
Generation facility | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (in years) | '25 years |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 4 Months Ended | 8 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Jun. 30, 2013 | Sep. 26, 2013 | |
SAIC | |||||||
Leidos, Inc. | |||||||
Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Unsecured borrowing capacity | ' | ' | ' | ' | ' | $500,000,000 | ' |
Borrowings outstanding under the revolving credit facility | 0 | 500,000,000 | 0 | 0 | ' | ' | ' |
Reverse stock split | 0.25 | ' | ' | ' | ' | ' | ' |
Proceeds from divestiture of businesses | ' | 295,000,000 | 295,000,000 | 0 | 0 | ' | ' |
Reimbursement to Leidos, Inc. | ' | ' | ' | ' | ' | ' | 5,000,000 |
Capital contribution to new SAIC | ' | ' | ' | ' | ' | ' | 26,000,000 |
Proceeds from discontinued operations | ' | ' | ' | 51,000,000 | 167,000,000 | ' | ' |
Gain on sale before Income Tax | ' | ' | ' | $17,000,000 | $111,000,000 | ' | ' |
Operating_Results_Classified_a
(Operating Results Classified as Discontinued Operations) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Nov. 01, 2013 | Aug. 02, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Discontinued Operation | ' | ' | ' | ' | ' |
Bad debt expense | $42 | ' | $44 | $2 | $0 |
Intangible asset impairment charges | 19 | 30 | 51 | 0 | 0 |
Separation transaction and restructuring expenses | ' | ' | 65 | 11 | 0 |
SAIC | ' | ' | ' | ' | ' |
Discontinued Operation | ' | ' | ' | ' | ' |
Revenues | ' | ' | 2,712 | 4,683 | 4,632 |
Cost of revenues | ' | ' | 2,447 | 4,230 | 4,157 |
Selling, general and administrative expenses | ' | ' | 42 | 65 | 63 |
Bad debt expense | ' | ' | 0 | 2 | 1 |
Separation transaction and restructuring expenses | ' | ' | 55 | 28 | 0 |
Operating income | ' | ' | 168 | 358 | 411 |
Other Disposals | ' | ' | ' | ' | ' |
Discontinued Operation | ' | ' | ' | ' | ' |
Revenues | ' | ' | 16 | 77 | 189 |
Cost of revenues | ' | ' | 18 | 65 | 153 |
Selling, general and administrative expenses | ' | ' | 24 | 50 | 56 |
Intangible asset impairment charges | ' | ' | 2 | 6 | 18 |
Operating income | ' | ' | ($28) | ($44) | ($38) |
Discontinued_Operations_Schedu
Discontinued Operations (Schedule of Major Class of Asset and Liabilities Included in Discontinued Operations) (Details) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Total current assets | $20 | $1,383 |
Total current liabilities | 5 | 657 |
SAIC | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Cash and cash equivalents | ' | 1 |
Receivables, net | ' | 717 |
Inventory, prepaid expenses and other current assets | ' | 101 |
Total current assets | ' | 819 |
Property, plant and equipment, net | ' | 29 |
Intangible assets, net | ' | 6 |
Goodwill | 491 | 491 |
Deferred income taxes | ' | 2 |
Other assets | ' | 1 |
Total assets | ' | 1,348 |
Accounts payable and accrued liabilities | ' | 461 |
Accrued payroll and employee benefits | ' | 185 |
Notes payable and long-term debt | ' | 1 |
Total current liabilities | ' | 647 |
Non-current liabilities | ' | 0 |
Total liabilities | ' | $647 |
Schedule_of_Acquisition_Inform
Schedule of Acquisition Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
acquisition | acquisition | acquisition | |
Business Combinations [Abstract] | ' | ' | ' |
Number of acquisitions | 1 | 1 | 2 |
Cash consideration (paid and accrued) | $111 | $505 | $223 |
Schedule_of_Purchase_Price_All
Schedule of Purchase Price Allocations Related to Acquisitions (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Business Acquisition [Line Items] | ' | ' | ' |
Tax deductible goodwill | $0 | $0 | $30 |
Non-tax deductible goodwill | 0 | 395 | 135 |
Weighted average lives of finite-lived intangibles (years) | '12 years | '4 years | '5 years |
Customer Relationships | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Identifiable intangible assets (finite-lived) | 0 | 62 | 28 |
Weighted average lives of finite-lived intangibles (years) | ' | '5 years | '5 years |
Other | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Identifiable intangible assets (finite-lived) | $3 | $10 | $1 |
Weighted average lives of finite-lived intangibles (years) | '12 years | '1 year | '3 years |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 4 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||
Jan. 31, 2014 | Oct. 11, 2013 | Jan. 31, 2014 | Oct. 11, 2013 | Oct. 11, 2013 | Dec. 16, 2013 | Oct. 11, 2013 | Nov. 01, 2013 | Oct. 11, 2013 | Oct. 11, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | |
Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | maxIT Healthcare Holdings, Inc. | Connecticut Light and Power | Plainfield Renewal Energy Holdings LLC | Carlyle Group | Secured Debt | Receivable from PRE Holdings | Minimum | Maximum | November 2015 or the successful sale of the plant | Achievement of Milestones | |
MW | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Carlyle Group | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | ||||
Plainfield Renewal Energy Holdings LLC | ||||||||||||
note | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capacity of power plant | ' | 37.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of power to be purchased | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' |
Fuel supply agreement, term | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '15 years | ' | ' |
Receivable due from Plainfield | ' | ' | ' | ' | $137,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of debt instruments financed by Carlyle Grp | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Senior notes, face amount | ' | ' | ' | ' | ' | ' | 148,000,000 | ' | ' | ' | ' | ' |
Repayment of principal | ' | ' | ' | ' | ' | 152,000,000 | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | 165,000,000 | ' | ' | ' | ' | ' | ' |
Loss recorded as bad debt | ' | ' | ' | ' | ' | ' | ' | 32,000,000 | ' | ' | ' | ' |
Contingent consideration | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 3,000,000 |
Revenue from acquisition | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating loss | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of acquired stock | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Breakup_of_Purcha
Acquisitions (Break-up of Purchase Price Allocation) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Oct. 11, 2013 | Jan. 31, 2014 | Nov. 01, 2013 |
Plainfield Renewal Energy Holdings LLC | Plainfield Renewal Energy Holdings LLC | Receivable from PRE Holdings | ||||
Plainfield Renewal Energy Holdings LLC | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Forgiveness of accounts receivable (net of $32 million bad debt expense) | $105 | $0 | $0 | $105 | $105 | ' |
Contingent consideration | ' | ' | ' | 6 | ' | ' |
Total purchase consideration | ' | ' | ' | 111 | ' | ' |
Bad debt expense | ' | ' | ' | ' | ' | $32 |
Estimated_Fair_Values_of_Asset
Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Oct. 11, 2013 | Aug. 31, 2012 |
In Millions, unless otherwise specified | Plainfield Renewal Energy Holdings LLC | maxIT Healthcare Holdings Inc. | |||
Business Combination Allocation of Purchase Price [Line Items] | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | $9 |
Receivables | ' | ' | ' | 248 | 50 |
Other assets | ' | ' | ' | 8 | 24 |
Accounts payable, accrued liabilities and accrued payroll and employee benefits | ' | ' | ' | ' | -21 |
Notes payable assumed (net of debt discount) | ' | ' | ' | -148 | ' |
Deferred tax liabilities, net | ' | ' | ' | ' | -24 |
Total identifiable net assets acquired | ' | ' | ' | 108 | 38 |
Goodwill | 1,704 | 1,704 | 1,309 | ' | 395 |
Intangible assets | ' | ' | ' | 3 | 72 |
Total purchase consideration | ' | ' | ' | $111 | $505 |
Schedule_of_Changes_in_Goodwil
Schedule of Changes in Goodwill by Segment (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Beginning balance, Goodwill | $1,704 | $1,309 |
Acquisitions | ' | 395 |
Corporate reorganization | 0 | 0 |
Ending balance, Goodwill | 1,704 | 1,704 |
HES | ' | ' |
Goodwill [Line Items] | ' | ' |
Beginning balance, Goodwill | 985 | 600 |
Acquisitions | ' | 395 |
Corporate reorganization | -69 | -10 |
Ending balance, Goodwill | 916 | 985 |
NSS | ' | ' |
Goodwill [Line Items] | ' | ' |
Beginning balance, Goodwill | 719 | 709 |
Acquisitions | ' | 0 |
Corporate reorganization | 69 | 10 |
Ending balance, Goodwill | $788 | $719 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Nov. 01, 2013 | Aug. 02, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Goodwill and Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Amortization expense related to amortizable intangible assets | ' | ' | $36 | $37 | $32 |
Intangible asset impairment charges | 19 | 30 | 51 | 0 | 0 |
Reveal Imaging Technologies, Inc. | Health and Engineering | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Intangible asset impairment charges | ' | ' | 30 | ' | ' |
Vitalize and maxIT | Health and Engineering | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Intangible asset impairment charges | ' | ' | 19 | ' | ' |
Other Intangible Assets | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Intangible asset impairment charges | ' | ' | 2 | ' | ' |
SAIC | ' | ' | ' | ' | ' |
Goodwill and Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Goodwill | ' | ' | $491 | $491 | ' |
Schedule_of_Intangible_Assets_
Schedule of Intangible Assets Including Estimates of Assets Acquired (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $171 | $252 |
Accumulated amortization | -91 | -88 |
Net carrying value | 80 | 164 |
Indefinite-lived intangible assets | 14 | 14 |
Total intangible assets, Gross carrying value | 185 | 266 |
Total intangible assets, Net carrying value | 94 | 178 |
In-Process Research And Development | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | 10 | 10 |
Trade Names | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets | 4 | 4 |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 102 | 154 |
Accumulated amortization | -54 | -57 |
Net carrying value | 48 | 97 |
Software and Technology | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 65 | 97 |
Accumulated amortization | -36 | -30 |
Net carrying value | 29 | 67 |
Other | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 4 | 1 |
Accumulated amortization | -1 | -1 |
Net carrying value | $3 | $0 |
Schedule_of_Amortization_Expen
Schedule of Amortization Expense for Finite-Lived Intangible Assets (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2015 | $22 | ' |
2016 | 20 | ' |
2017 | 17 | ' |
2018 | 11 | ' |
2019 | 6 | ' |
2020 and thereafter | 4 | ' |
Net carrying value | $80 | $164 |
Schedule_of_Certain_Financial_
Schedule of Certain Financial Statement Captions (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Receivables, net: | ' | ' |
Billed and billable receivables | $799 | $775 |
Unbillable receivables, including contract retentions | 305 | 397 |
Less allowance for doubtful accounts | -16 | -6 |
Receivables, net | 1,088 | 1,166 |
Inventory, prepaid expenses and other current assets: | ' | ' |
Deferred income taxes | 89 | 34 |
Inventories | 59 | 79 |
Prepaid expenses | 34 | 32 |
Prepaid income taxes and tax refunds receivable | 24 | 94 |
Restricted cash | 18 | 51 |
Assets held for sale | 0 | 30 |
Other | 32 | 13 |
Total inventory, prepaid expenses and other current assets | 256 | 333 |
Property, plant and equipment, net: | ' | ' |
Electric generation facility | 269 | 0 |
Computers and other equipment | 205 | 268 |
Leasehold improvements | 169 | 181 |
Buildings and improvements | 113 | 141 |
Office furniture and fixtures | 44 | 53 |
Land | 27 | 27 |
Construction in progress | 0 | 2 |
Property, plant and equipment, gross | 827 | 672 |
Less accumulated depreciation and amortization | -344 | -386 |
Property, plant and equipment, net | 483 | 286 |
Accounts payable and accrued liabilities: | ' | ' |
Accrued liabilities | 395 | 435 |
Accounts payable | 218 | 259 |
Collections in excess of revenues on uncompleted contracts and deferred revenue | 103 | 88 |
Total accounts payable and accrued liabilities | 716 | 782 |
Accrued payroll and employee benefits: | ' | ' |
Salaries, bonuses and amounts withheld from employees' compensation | 152 | 196 |
Accrued vacation | 129 | 152 |
Accrued contributions to employee benefit plans | 5 | 5 |
Total Accrued payroll and employee benefits | 286 | 353 |
Other long-term liabilities: | ' | ' |
Accrued pension liabilities | 9 | 8 |
Deferred compensation | 38 | 40 |
Liabilities for uncertain tax positions | 12 | 24 |
Deferred tax liabilities | 66 | 32 |
Other | 102 | 66 |
Total other long-term liabilities | $227 | $170 |
Revolving_Credit_Facility_Addi
Revolving Credit Facility - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Jan. 31, 2014 | Sep. 27, 2013 | Jun. 30, 2013 | Jan. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Unsecured borrowing capacity | ' | ' | $500,000,000 | ' |
Extended maturity period of revolving credit facility (in years) | '1 year | ' | ' | ' |
Borrowings outstanding under the revolving credit facility | 0 | 500,000,000 | ' | 0 |
Revolving credit facility financial covenants description | 'For a period of four trailing fiscal quarters, the Company maintains a ratio of consolidated funded debt, including borrowings under this credit facility, to earnings before interest, taxes, depreciation and amortization (EBITDA) adjusted for other items as defined in the credit facility of not more than 3.0 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. | ' | ' | ' |
Ratio of consolidated funded debt to EBITDA, numerator, maximum | 3.25 | ' | ' | ' |
Ratio of consolidated funded debt to EBITDA, denominator, maximum | 1 | ' | ' | ' |
Minimum ratio of EBITDA to interest expense, numerator | 3.5 | ' | ' | ' |
Minimum ratio of EBITDA to interest expense, denominator | 1 | ' | ' | ' |
Revolving Credit Facility | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Unsecured borrowing capacity | $750,000,000 | ' | ' | ' |
Notes_Payable_and_LongTerm_Deb2
Notes Payable and Long-Term Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Nov. 01, 2013 | Dec. 06, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Dec. 06, 2013 | Dec. 06, 2013 | |
Carlyle Group | Carlyle Group | Carlyle Group | Carlyle Group | Notes Payable | Other Income, Net | ||||
Cash Grant Note | Notes Payable | Notes Payable | Construction Note | Carlyle Group | Notes Payable | ||||
note | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable, face amount | ' | ' | ' | $68,000,000 | ' | $149,000,000 | $81,000,000 | ' | ' |
Number of debt instruments financed by Carlyle Grp | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Stated interest rate | ' | ' | ' | 17.50% | ' | ' | 17.50% | ' | ' |
Stated percentage, paid in cash | ' | ' | ' | 6.00% | ' | ' | 8.00% | ' | ' |
Discount on early termination fees | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | 152,000,000 | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' |
Early termination fees | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' |
Extinguishment of debt | -500,000,000 | 0 | 0 | ' | ' | ' | ' | 165,000,000 | ' |
Amortization of financing costs | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 |
Schedule_of_Notes_Payable_and_
Schedule of Notes Payable and Long-Term Debt (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Total notes payable and long-term debt | $1,333 | $1,295 |
Less current portion | 2 | 0 |
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 |
Notes Which Mature In December 2020 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior unsecured notes | 449 | 449 |
Stated interest rate | 4.45% | ' |
Effective interest rate | 4.53% | ' |
Notes Which Mature In December 2040 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior unsecured notes | 300 | 300 |
Stated interest rate | 5.95% | ' |
Effective interest rate | 6.03% | ' |
Notes Which Mature In July 2032 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior unsecured notes | 248 | 248 |
Stated interest rate | 7.13% | ' |
Effective interest rate | 7.43% | ' |
Notes Which Mature In July 2033 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior unsecured notes | 296 | 296 |
Stated interest rate | 5.50% | ' |
Effective interest rate | 5.78% | ' |
Other Notes Payable Due On Various Dates Through Fiscal 2021 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Other notes payable due on various dates through fiscal 2021 | $40 | $2 |
Minimum stated interest rate | 0.00% | ' |
Maximum stated interest rate | 3.70% | ' |
Schedule_of_Notes_Payable_and_1
Schedule of Notes Payable and Long-Term Debt (Parenthetical) (Detail) (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Notes Which Mature In December 2020 | ' |
Debt Instrument [Line Items] | ' |
Senior unsecured notes, face amount | $450,000,000 |
Debt maturity date | 1-Dec-20 |
Notes Which Mature In December 2040 | ' |
Debt Instrument [Line Items] | ' |
Senior unsecured notes, face amount | 300,000,000 |
Debt maturity date | 1-Dec-40 |
Notes Which Mature In July 2032 | ' |
Debt Instrument [Line Items] | ' |
Senior unsecured notes, face amount | 250,000,000 |
Debt maturity date | 1-Jul-32 |
Notes Which Mature In July 2033 | ' |
Debt Instrument [Line Items] | ' |
Senior unsecured notes, face amount | $300,000,000 |
Debt maturity date | 1-Jul-33 |
Schedule_of_Maturities_of_Note
Schedule of Maturities of Notes Payable and Long-Term Debt (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Note Payable and Long-Term Debt | ' | ' |
2015 | $3 | ' |
2016 | 2 | ' |
2017 | 3 | ' |
2018 | 2 | ' |
2019 | 2 | ' |
2020 and thereafter | 1,328 | ' |
Total principal payments | 1,340 | ' |
Less unamortized discount | 7 | ' |
Total notes payable and long-term debt | $1,333 | $1,295 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||||||||
Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jun. 27, 2013 | |
Notes Which Mature In December 2020 | Notes Which Mature In December 2040 | Notes Which Mature In July 2033 | Notes Which Mature In July 2032 | Leidos Holding Inc. | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | Leidos, Inc. | SAIC | Pre Spin-off | ||
Notes Which Mature In December 2020 | Notes Which Mature In December 2040 | Notes Which Mature In July 2033 | Notes Which Mature In July 2032 | Leidos, Inc. | SAIC | ||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, related parties | ' | ' | ' | ' | ' | ' | ' | $450,000,000 | $300,000,000 | $300,000,000 | $250,000,000 | ' | ' |
Stated interest rate | ' | 4.45% | 5.95% | 5.50% | 7.13% | ' | ' | 4.45% | 5.95% | 5.50% | 7.13% | ' | ' |
Credit agreement guaranteed by the company prior to spin-off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000,000 |
Credit facility, maturity date | ' | ' | ' | ' | ' | ' | '2018 | ' | ' | ' | ' | ' | ' |
Period extension for portions of intercompany loans (years) | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note receivable from Leidos Holdings, Inc. (Note 8) | ' | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | 22,000,000 | ' | ' | ' | ' | ' | ' | ' |
Distribution upon separation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 736,000,000 | ' |
Payment towards dividends | $356,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $356,000,000 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss - Additional Information (Detail) (Maximum, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2014 |
Maximum | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Unrealized net loss on settled derivatives which will be amortized and recognized | $1 |
Schedule_of_Accumulated_Other_
Schedule of Accumulated Other Comprehensive Loss (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Accumulated Other Comprehensive Loss [Abstract] | ' | ' |
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) |
Schedule_of_Accumulated_Other_1
Schedule of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Foreign currency translation adjustments, tax effect | ($1) | ($1) |
Unrecognized net loss on settled derivative instruments associated with outstanding debt, tax effect | 3 | 3 |
Unrecognized loss (gain) on defined benefit plan, tax effect | 2 | 0 |
Total accumulated other comprehensive loss, tax effect | $4 | $2 |
Reconciliation_of_Income_used_
Reconciliation of Income used in Calculating Earnings per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Millions, unless otherwise specified | Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | 3-May-13 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | ||||||||
Basic EPS: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Income (loss) from continuing operations, as reported | $47 | [1],[2] | ($8) | [1],[2] | $5 | [1],[2] | $40 | [1],[2] | $148 | [1] | $58 | [1] | $61 | [1] | $57 | [1] | $84 | $324 | ($235) |
Less: allocation of distributed and undistributed earnings to participating securities | ' | ' | ' | ' | ' | ' | ' | ' | -3 | -7 | 0 | ||||||||
Income (loss) from continuing operations, for computing basic EPS | ' | ' | ' | ' | ' | ' | ' | ' | 81 | 317 | -235 | ||||||||
Net income, as reported | 44 | [1],[2] | -3 | [1],[2] | 42 | [1],[2] | 81 | [1],[2] | 186 | [1] | 112 | [1] | 110 | [1] | 117 | [1] | 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 | 47 | [1],[2] | -8 | [1],[2] | 5 | [1],[2] | 40 | [1],[2] | 148 | [1] | 58 | [1] | 61 | [1] | 57 | [1] | 84 | 324 | -235 |
Less: allocation of distributed and undistributed earnings to participating securities | ' | ' | ' | ' | ' | ' | ' | ' | -3 | -7 | 0 | ||||||||
Income (loss) from continuing operations, for computing diluted EPS | ' | ' | ' | ' | ' | ' | ' | ' | 81 | 317 | -235 | ||||||||
Net income, as reported | 44 | [1],[2] | -3 | [1],[2] | 42 | [1],[2] | 81 | [1],[2] | 186 | [1] | 112 | [1] | 110 | [1] | 117 | [1] | 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 | ||||||||
[1] | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | ||||||||||||||||||
[2] | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. |
Reconciliation_of_Weighted_Ave
Reconciliation of Weighted Average Number of Shares Outstanding (Detail) | 4 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Basic weighted average number of shares outstanding | ' | 83 | 83 | 84 |
Diluted weighted average number of shares outstanding | ' | 83 | 83 | 84 |
Reverse stock split | 0.25 | ' | ' | ' |
Schedule_of_Basic_and_Diluted_
Schedule of Basic and Diluted EPS (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | 3-May-13 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |||||||||
Basic: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | $0.98 | $3.82 | ($2.80) | ||||||||
Income from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | $0.96 | $2.37 | $3.48 | ||||||||
Total basic earnings per share | $0.57 | [1],[2] | ($0.10) | [1],[2] | $0.06 | [1],[2] | $0.43 | [1],[2] | $1.73 | [1] | $0.70 | [1] | $0.72 | [1] | $0.67 | [1] | $1.94 | $6.19 | $0.68 |
Diluted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Income (loss) from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | $0.98 | $3.82 | ($2.80) | ||||||||
Income from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | $0.96 | $2.37 | $3.48 | ||||||||
Total diluted earnings per share | $0.56 | [1],[2] | ($0.10) | [1],[2] | $0.06 | [1],[2] | $0.43 | [1],[2] | $1.73 | [1] | $0.70 | [1] | $0.72 | [1] | $0.67 | [1] | $1.94 | $6.19 | $0.68 |
[1] | Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the total for the fiscal year. | ||||||||||||||||||
[2] | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. |
Schedule_of_StockBased_Awards_
Schedule of Stock-Based Awards Excluded from Weighted Average Shares Outstanding (Detail) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Stock Options | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock based awards | 5 | 5 | 5 |
Outstanding Stock Awards | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive stock based awards | 4 | 0 | 0 |
Earnings_Per_Share_Shares_Repu
Earnings Per Share (Shares Repurchased) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 |
Accelerated Share Repurchase (ASR) | Accelerated Share Repurchase (ASR) | Accelerated Share Repurchase (ASR) | ||||
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Agreement to repurchase shares, amount | ' | ' | ' | $300,000,000 | ' | ' |
Number of shares repurchased and retired | ' | ' | ' | 5.6 | ' | 5.6 |
Amount paid to repurchase outstanding shares | 319,000,000 | 22,000,000 | 471,000,000 | 300,000,000 | ' | ' |
Percentage of total outstanding shares repurchased | ' | ' | ' | 85.00% | ' | ' |
Value of initial shares repurchased | 319,000,000 | 22,000,000 | 478,000,000 | ' | 255,000,000 | ' |
Forward contract indexed to our common stock | ' | ' | ' | ' | $45,000,000 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 8 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Jun. 12, 2013 | Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Mar. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2014 | Jun. 12, 2013 | Jun. 11, 2013 |
Performance Based Restricted Stock Awards | Stock Options | Stock Options | Outside Directors | Performance-Based Stock Awards | Vesting Stock Awards | 2006 Equity Incentive Plan | 2006 Equity Incentive Plan | 2006 Equity Incentive Plan | 2006 Equity Incentive Plan | 2006 Equity Incentive Plan | 2006 Equity Incentive Plan | Employee Stock Purchase Plan | SAIC Separation Adjustment [Member] | SAIC Separation Adjustment [Member] | SAIC Separation Adjustment [Member] | Opening [Member] | Closing [Member] | |||||||
Maximum | Stock Options | Stock Options | Outside Directors | Group One | Group Two | Performance-Based Stock Awards | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Special dividend | ' | ' | $4 | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to Leidos shareholder upon divestiture of SAIC, ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.4523 | ' | ' | ' |
Period of exercise of vested options after participants death or disability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock awards exercisable period (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'six | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock awards vest or exercisable after one year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock awards vest or exercisable after two years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock awards vest or exercisable after three years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock awards vest or exercisable after four years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '1 year | '3 years | ' | ' | '4 years | ' | '1 year | '4 years | '7 years | ' | ' | ' | ' | ' | ' |
Award vesting period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting interest each year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'one-third | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Years of interest rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'fifth, sixth and seventh | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock compensation plans awards that vest after January 1, 2006 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of market price per share for stock purchase program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Percentage of market price for employee purchase program for stock purchases during non-compensatory period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Shares authorized and reserved for future issuance under the ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.1 | ' | ' | ' | ' | ' |
Expected term | ' | '5 years | '4 years 9 months 18 days | '5 years | '4 years 10 months 24 days | ' | ' | ' | '10 years | ' | ' | ' | ' | '5 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | $0.50 | $8 | ' | ' | ' | $68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected weighted-average period of recognition, years | ' | ' | ' | ' | ' | ' | '1 year | '1 year 7 months 6 days | ' | ' | ' | '1 year 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of vesting awards that vested | ' | ' | 49 | 66 | 67 | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage that will ultimately be awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase of expense related to the modification | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Additional incremental fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Stock based compensation from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' |
Weighted average modification fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.02 | ' | ' | ' | ' |
Modification results | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Incremental share factor | 1.0713 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55.52 | $59.48 |
Decrease in share factor | 0.9334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_StockBased_Compens
Schedule of Stock-Based Compensation and Related Tax Benefits Recognized (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Tax benefits recognized from stock-based compensation | $22 | $21 | $21 |
Continuing Operations | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense recorded in continuing operations | 56 | 53 | 55 |
Continuing Operations | Stock Options | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense recorded in continuing operations | 10 | 9 | 11 |
Continuing Operations | Vesting Stock Awards | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense recorded in continuing operations | 46 | 44 | 43 |
Continuing Operations | Vested Stock Awards | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense recorded in continuing operations | 0 | 0 | 1 |
Discontinued Operations | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense recorded in continuing operations | $21 | $31 | $30 |
Schedule_of_Weighted_Average_G
Schedule of Weighted Average Grant-Date Fair Value and Assumptions Used (Detail) (USD $) | 8 Months Ended | 12 Months Ended | ||||
Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |||
Stock-Based Compensation [Abstract] | ' | ' | ' | ' | ||
Weighted average grant-date fair value | $9.48 | $9.04 | $6.76 | [1] | $15.73 | [1] |
Expected term (in years) | '5 years | '4 years 9 months 18 days | '5 years | '4 years 10 months 24 days | ||
Expected volatility | 30.00% | 29.50% | 24.50% | 23.40% | ||
Risk-free interest rate | 1.40% | 1.40% | 1.00% | 2.20% | ||
Dividend yield | 2.80% | 2.40% | 3.70% | 0.00% | ||
[1] | Adjusted for additional awards granted for the $4.00 Special Dividend |
Schedule_Of_ShareBased_Compens
Schedule Of Share-Based Compensation Activity Related To Exercise Of Stock Options (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Stock-Based Compensation [Abstract] | ' | ' | ' |
Cash received from exercises of stock options | $0 | $0 | $1 |
Stock exchanged at fair value upon exercises of stock options | 1 | 0 | 14 |
Tax benefits realized from exercises of stock options | $0 | $0 | $4 |
Schedule_of_Stock_Option_Activ
Schedule of Stock Option Activity (Detail) (USD $) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Jan. 31, 2011 | |
Shares of stock under stock options | ' | ' | ' | ' | ' | ' | |
Outstanding, beginning balance | 3.5 | 4.9 | 4.9 | 5.2 | 6.2 | ' | |
Options granted | 0.2 | 1.4 | ' | 1.3 | 1 | ' | |
Options forfeited or expired | -0.4 | -1.3 | ' | -1.6 | -0.9 | ' | |
Options exercised | -0.2 | ' | ' | 0 | -1.1 | ' | |
Special dividend adjustments | ' | 0.4 | ' | ' | ' | ' | |
Spin-off Adjustment | ' | -1.9 | ' | ' | ' | ' | |
Outstanding, ending balance | 4.5 | 3.5 | 4.5 | 4.9 | 5.2 | 6.2 | |
Exercisable at year end | 1.9 | ' | 1.9 | ' | ' | ' | |
Vested and expected to vest in the future as of year end | 4.3 | ' | 4.3 | ' | ' | ' | |
Weighted average exercise price | ' | ' | ' | ' | ' | ' | |
Outstanding, beginning balance | $59.25 | $67.24 | $67.24 | $71.60 | $69.25 | ' | |
Exercisable at year end | $44.36 | ' | $44.36 | ' | ' | ' | |
Options granted | $45.16 | $54.86 | ' | $52.79 | $67.67 | ' | |
Options forfeited or expired | $39.43 | $71.80 | ' | $70.17 | $66.91 | ' | |
Options exercised | $43.10 | ' | ' | $0 | $58.75 | ' | |
Outstanding, ending balance | $40.33 | $59.25 | $40.33 | $67.24 | $71.60 | $69.25 | |
Spin-off Adjustment | ' | $57.85 | ' | ' | ' | ' | |
Vested and expected to vest in the future as of year end | $40.53 | ' | $40.53 | ' | ' | ' | |
Weighted average remaining contractual term and Aggregate intrinsic value | ' | ' | ' | ' | ' | ' | |
Weighted average remaining contractual term, Outstanding | '3 years 9 months 18 days | '3 years 10 months 24 days | ' | '3 years | '2 years 6 months | '2 years 1 month 6 days | |
Weighted average remaining contractual term, Vested and expected to vest, years | '3 years 7 months 6 days | ' | ' | ' | ' | ' | |
Aggregate intrinsic value, Outstanding, beginning balance | $24 | ' | ' | ' | $11 | ' | |
Aggregate intrinsic value, Outstanding, Option Exercised | 1 | ' | 8 | ' | ' | ' | |
Aggregate intrinsic value, Outstanding, ending balance | 25 | 24 | 25 | ' | ' | 11 | |
Aggregate intrinsic value, Outstanding, Vested and expected to vest | 23 | ' | 23 | ' | ' | ' | |
Stock Split | ' | ' | ' | ' | ' | ' | |
Shares of stock under stock options | ' | ' | ' | ' | ' | ' | |
Outstanding, ending balance | ' | 4.9 | [1] | ' | ' | ' | ' |
Weighted average exercise price | ' | ' | ' | ' | ' | ' | |
Outstanding, ending balance | ' | $40.20 | [1] | ' | ' | ' | ' |
Weighted average remaining contractual term and Aggregate intrinsic value | ' | ' | ' | ' | ' | ' | |
Weighted average remaining contractual term, Exercisable at year end | '1 year 8 months 12 days | ' | '1 year 8 months 12 days | ' | ' | ' | |
Aggregate intrinsic value, Outstanding, ending balance | $4 | ' | $4 | ' | ' | ' | |
[1] | Adjusted for Conversion Ratio of 1.4523 |
Schedule_of_Vesting_Stock_Awar
Schedule of Vesting Stock Award Activity (Detail) (USD $) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2013 | Jan. 31, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Shares, beginning balance | 2.4 | 3.1 | 3 | 2.9 | ||
Shares of stock under stock awards, Awards granted | 0.4 | [1] | 2.1 | 1.7 | 1.4 | |
Shares of stock under stock awards, Awards forfeited | -0.2 | -0.4 | -0.4 | -0.3 | ||
Shares of stock under stock awards, Awards vested | ' | -0.9 | -1.2 | -1 | ||
Shares of stock under stock awards, Spin-off Adjustment | ' | -1.5 | ' | ' | ||
Shares, ending balance | 3.7 | 2.4 | 3.1 | 3 | ||
Weighted average grant-date fair value, Shares, beginning balance | $59.98 | $60.78 | $70 | $72.12 | ||
Weighted average grant-date fair value, Awards granted | $45.41 | [1] | $53.51 | $52.48 | $67.32 | |
Weighted average grant-date fair value, Awards forfeited | $39.75 | $58.28 | $62.84 | $70.72 | ||
Weighted average grant-date fair value, Awards vested | ' | $64.76 | $71.28 | $72 | ||
Weighted average grant-date fair value, Shares, Spin-off Adjustment | ' | $57.04 | ' | ' | ||
Weighted average grant-date fair value, Shares, ending balance | $42.05 | $59.98 | $60.78 | $70 | ||
Stock Split | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Shares, ending balance | ' | 3.5 | [2] | ' | ' | |
Weighted average grant-date fair value, Shares, ending balance | ' | $41.54 | [2] | ' | ' | |
[1] | Adjusted for Conversion Ratio of 1.4523 | |||||
[2] | Includes Modified Performance-Based Awards |
Schedule_of_PerformanceBased_S
Schedule of Performance-Based Stock Award Activity (Detail) (USD $) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ||
Shares, beginning balance | 2.4 | 3.1 | 3.1 | 3 | 2.9 | ||
Expected number of shares of stock to be issued under performance-based stock awards, Awards canceled | -0.2 | -0.4 | ' | -0.4 | -0.3 | ||
Shares, ending balance | 3.7 | 2.4 | 3.7 | 3.1 | 3 | ||
Weighted average grant-date fair value, Shares, beginning balance | $59.98 | $60.78 | $60.78 | $70 | $72.12 | ||
Weighted average grant-date fair value, Shares, ending balance | $42.05 | $59.98 | $42.05 | $60.78 | $70 | ||
Weighted average grant-date fair value, Awards granted | $45.41 | [1] | $53.51 | ' | $52.48 | $67.32 | |
Fair value of vesting awards that vested | ' | ' | $49 | $66 | $67 | ||
Performance-Based Stock Awards | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ||
Shares, beginning balance | ' | 0 | 0 | ' | ' | ||
Expected number of shares of stock to be issued under performance-based stock awards, Awards canceled | ' | ' | -0.2 | [2] | ' | ' | |
Shares, ending balance | 0.1 | [1] | ' | 0.1 | [1] | 0 | ' |
Weighted average grant-date fair value, Shares, beginning balance | ' | $52.96 | $52.96 | ' | ' | ||
Weighted average grant-date fair value, Awards granted | ' | ' | $53.11 | [2] | ' | ' | |
Weighted average grant-date fair value, Shares, ending balance | $36.66 | [1] | ' | $36.66 | [1] | $52.96 | ' |
Weighted average grant-date fair value, Awards granted | ' | ' | ' | $52.52 | $67.68 | ||
Fair value of vesting awards that vested | ' | ' | $1.50 | ' | ' | ||
Performance period | ' | ' | '3 years | ' | ' | ||
[1] | Adjusted for Conversion Ratio of 1.4523 | ||||||
[2] | Includes Modified Performance-Based Stock Awards |
Schedule_of_Provision_for_Inco
Schedule of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Current, Federal and foreign | $32 | ($51) | $91 |
Current, State | 13 | 9 | -10 |
Deferred, Federal and foreign | -28 | 55 | -9 |
Deferred, State | -13 | 10 | 1 |
Total | $4 | $23 | $73 |
Schedule_of_Reconciliation_of_
Schedule of Reconciliation of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Amount computed at the statutory federal income tax rate (35%) | $31 | $122 | ($57) |
State income taxes, net of federal tax benefit | 0 | 10 | -3 |
Change in accruals for uncertain tax positions | -5 | -1 | -2 |
CityTime uncertain tax liability | 0 | -96 | 96 |
Research and development credits | -3 | -5 | -3 |
Dividends paid to employee stock ownership plan | -22 | -9 | 0 |
U.S. manufacturing activity benefit | -3 | -1 | -4 |
Non-deductible penalties | 4 | 0 | 46 |
Other | 2 | 3 | 0 |
Total | $4 | $23 | $73 |
Effective income tax rate | 4.50% | 6.60% | -45.10% |
Schedule_of_Reconciliation_of_1
Schedule of Reconciliation of Provision for Income Taxes (Parenthetical) (Detail) | 12 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
Schedule_Of_Deferred_Tax_Asset
Schedule Of Deferred Tax Assets (Liabilities) (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Accrued vacation and bonuses | $62 | $55 |
Investments | 3 | 5 |
Deferred compensation | 38 | 40 |
Vesting stock awards | 34 | 38 |
Credits and net operating losses carryovers | 27 | 34 |
Employee benefit contributions | 3 | 1 |
Reserves | 51 | 37 |
Other | 23 | 29 |
Total deferred tax assets | 241 | 239 |
Valuation allowance | -7 | -7 |
Deferred Tax Assets, Net of Valuation Allowance | 234 | 232 |
Deferred revenue | -31 | -71 |
Fixed asset basis differences | -27 | -12 |
Purchased intangible assets | -138 | -135 |
Total deferred tax liabilities | -196 | -218 |
Net deferred tax assets | $38 | $14 |
Schedule_of_Net_Deferred_Tax_A
Schedule of Net Deferred Tax Assets (Detail) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Net current deferred tax assets | $89 | $34 |
Deferred income taxes | 15 | 12 |
Net non-current deferred tax liabilities | -66 | -32 |
Net deferred tax assets | $38 | $14 |
Schedule_of_Changes_in_Unrecog
Schedule of Changes in Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Unrecognized tax benefits at beginning of year | $21 | $129 | $23 |
Additions for tax positions related to current year | 0 | 0 | 102 |
Additions for tax positions related to prior years | 2 | 2 | 10 |
Reductions for tax positions related to prior years | 0 | -107 | -4 |
Decrease in unrecognized tax benefits due to resolutions with tax authorities | 0 | 1 | 0 |
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 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Income Taxes [Line Items] | ' | ' | ' |
Decrease in unrecognized tax benefits due to resolutions with tax authorities | ($7) | ($96) | ' |
Tax benefit from dividend paid to New SAIC's employees | 7 | ' | ' |
Tax benefit from special dividend paid by the company | 11 | ' | ' |
Reversal of accruals for unrecognized tax benefits | 2 | 2 | 10 |
Unrecognized tax benefits accrued interest and penalties | 2 | 3 | ' |
Liabilities for uncertain tax positions | 16 | 24 | ' |
Liabilities for uncertain tax positions, long-term | 12 | 24 | ' |
Amount of reasonably possible resolution of reviews | 8 | ' | ' |
Interest accrued previously | 1 | ' | ' |
Reduction in income tax expense | 4 | ' | ' |
Federal | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 25 | ' | ' |
State | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
State tax credit carryforwards | 15 | ' | ' |
Expiration of state tax credit carryforwards | '2018 to 2028 | ' | ' |
Tax Credit Carry forward expected to utilize amount | $13 | ' | ' |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Pension and Other Postretirement Benefits Disclosure [Line Items] | ' | ' | ' |
Maximum percentage certain employees can defer from salary for certain plans | 20.00% | ' | ' |
Pension plan asset | ' | $46 | ' |
Pension plan obligation | ' | 63 | ' |
Projected benefit obligation | 106 | 94 | ' |
Fair value of plan assets | 98 | 86 | ' |
Funded status of plan | 9 | 8 | ' |
Deferred Compensation Plans | ' | ' | ' |
Pension and Other Postretirement Benefits Disclosure [Line Items] | ' | ' | ' |
Compensation expense | $81 | $92 | $95 |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2014 |
Disclosure Leases Additional Information [Abstract] | ' |
Maximum contingent lease liability | $12 |
Operating lease from a subcontractor, term (years) | '10 years |
Capital lease obligations | $3 |
Remaining Term of Capital Lease | '4 years |
Leases_Schedule_of_Rental_Expe
Leases (Schedule of Rental Expense for Facilities and Equipment) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Leases [Abstract] | ' | ' | ' |
Gross rental expense | $181 | $154 | $158 |
Less lease and sublease income | -6 | -4 | -6 |
Net rental expense | $175 | $150 | $152 |
Leases_Schedule_of_Future_Mini
Leases (Schedule of Future Minimum Lease Commitments and Sublease Receipts under Non-Cancelable Operating Leases) (Detail) (USD $) | Jan. 31, 2014 |
In Millions, unless otherwise specified | |
Operating lease Commitment | ' |
2015 | $95 |
2016 | 91 |
2017 | 76 |
2018 | 64 |
2019 | 53 |
2020 and thereafter | 109 |
Total | 488 |
Sublease receipts | ' |
2015 | 7 |
2016 | 7 |
2017 | 7 |
2018 | 5 |
2019 | 4 |
2020 and thereafter | 12 |
Total | $42 |
Leases_Sale_and_Leaseback_Agre
Leases (Sale and Leaseback Agreement) (Details) (USD $) | 0 Months Ended | 1 Months Ended |
In Millions, unless otherwise specified | 3-May-13 | Jul. 26, 2013 |
Building | Building | |
acre | ||
May 2013 Sales Lease Back Agreement | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Area of land | 18 | ' |
Number of real estate properties | 4 | ' |
Period to complete transaction | '6 years | ' |
Proceeds received upon closure of first phase of the transaction | ' | $83 |
Number of buildings leased back | ' | 3 |
Number of buildings sold | ' | 2 |
Fairfax County, Virginia, Two Office Buildings | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Proceeds received upon closure of first phase of the transaction | ' | 40 |
Book value of the building sold | ' | 42 |
Net loss on sales and disposals of assets | ' | 2 |
Term of lease | ' | 'P6M |
Notes Payable, Other Payables | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Term of debt instrument | ' | '7 years |
Rate of interest | ' | 3.70% |
Other Long-term Liabilities | Multi-level Parking Garage | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Allocated consideration to Note parable and Other long-term liabilities | ' | 1 |
Other Long-term Liabilities | Surface Parking Lots | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Allocated consideration to Note parable and Other long-term liabilities | ' | 4 |
Notes payable and long-term debt, net of current portion | Notes Payable, Other Payables | ' | ' |
Sale Leaseback Transaction [Line Items] | ' | ' |
Allocated consideration to Note parable and Other long-term liabilities | ' | $38 |
Schedule_of_Supplementary_Cash
Schedule of Supplementary Cash Flow Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | ' | ' | ' |
Decrease in accrued stock repurchases | $0 | $0 | ($7) |
Vested stock issued as settlement of annual accrued bonus | 2 | 2 | 3 |
Stock issued in lieu of cash dividends | 18 | 3 | 0 |
Capital lease obligations | 1 | 0 | 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 | 0 | 0 |
Accrued acquisition payables, net | -3 | -13 | 0 |
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 |
Schedule_of_Supplementary_Cash1
Schedule of Supplementary Cash Flow Information (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | ' | ' | ' |
Cash acquired in acquisitions | $0 | $9 | $5 |
Schedule_of_Segment_Reporting_
Schedule of Segment Reporting Information by Segment (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Millions, unless otherwise specified | Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | 3-May-13 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | $1,295 | [1] | $1,418 | [1] | $1,462 | [1] | $1,597 | [1] | $1,580 | $1,668 | $1,623 | $1,598 | $5,772 | $6,469 | $5,836 |
Operating income (loss) | 82 | [1] | -5 | [1] | 11 | [1] | 76 | [1] | 91 | 105 | 111 | 116 | 164 | 423 | -58 |
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 36 | 37 | 32 | ||||
Operating Segments | HES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,735 | 1,825 | 1,612 | ||||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 21 | 140 | 139 | ||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 33 | 32 | 24 | ||||
Operating Segments | NSS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 4,049 | 4,650 | 4,618 | ||||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 292 | 360 | 400 | ||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 5 | 8 | ||||
Operating Segments | Corporate and Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | -9 | -1 | -390 | ||||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -149 | -77 | -597 | ||||
Intersegment Eliminations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ($3) | ($5) | ($4) | ||||
[1] | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. |
Business_Segment_Information_A
Business Segment Information - Additional Information (Detail) | 12 Months Ended |
Jan. 31, 2014 | |
Segment Reporting [Abstract] | ' |
Percentage of revenues contributed by external customers to total revenues | 10.00% |
Schedule_of_Total_Revenue_Perc
Schedule of Total Revenue Percentages Contributable to Specific Government Agencies (Detail) (Government Contracts Concentration Risk) | 12 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |
US DoD [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Percentage of sales | 68.00% | 69.00% | 72.00% |
U.S. Government | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Percentage of sales | 78.00% | 81.00% | 83.00% |
U.S. Army | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Percentage of sales | 19.00% | 23.00% | 25.00% |
Legal_Proceedings_Additional_I
Legal Proceedings - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Oct. 31, 2012 | Jul. 31, 2008 | Mar. 31, 2012 | Jan. 31, 2014 | Sep. 27, 2013 | Jan. 31, 2013 | Mar. 31, 2012 | Nov. 30, 2012 | Sep. 30, 2004 | Apr. 30, 2011 | Apr. 30, 2012 | Apr. 30, 2011 | Jul. 31, 2013 | Jan. 31, 2014 | Nov. 30, 2008 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2010 | Jul. 31, 2008 | Sep. 30, 2004 | Oct. 31, 2008 | Jul. 31, 2008 | |
LegalMatter | Item | Timekeeping Contract with City of New York | Data Privacy Litigation | Stockholder Derivative Cases | Stockholder Derivative Cases | Securities Class Actions | Securities Class Actions | Greek Government Contract | Greek Government Contract | Greek Government Contract | Greek Government Contract | Greek Government Contract | Greek Government Contract | Greek Government Contract | Nuclear Regulatory Commission | Nuclear Regulatory Commission | Nuclear Regulatory Commission | Nuclear Regulatory Commission | Nuclear Regulatory Commission | |||||
LegalMatter | LegalMatter | LegalMatter | executive | LegalMatter | Invoice for Undisputed Portion of Contract | Letters of Credit Relating to Delivery | Standby Letters of Credit | Value Added Taxes | Letters of Credit Related System Support and Maintenance | Breach of Contract | Breach of Contract | Breach of Contract | False Claims Act Claims | False Claims Act Claims | ||||||||||
LegalMatter | Letters of Credit Relating to Delivery | LegalMatter | ||||||||||||||||||||||
Legal Proceedings [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash settlement payment | ' | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DPA provides that the monitor will serve for a period (in years) | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of lawsuits | ' | ' | 7 | ' | ' | ' | ' | ' | ' | 6 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of patients (in millions) | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit monitoring (in years) | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of identity restoration services | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages sought | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Judgments or settlements relating to the claims | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated loss, minimum | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of lawsuits, withdrawn | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of lawsuits, consolidated | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Number of False Claims | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of former CEO's | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cases reviewed by the board | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company received an arbitral award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,000,000 | 26,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contracts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | 34,000,000 | ' | ' | ' | ' | ' | ' |
Recorded losses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables relating to value added taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | 0 | 500,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Letter of credit available to the company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 22,000,000 | ' | ' | ' | ' | ' | ' | ' |
Loss related to litigation settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78 | 78 | ' | ' | ' |
Judgment rescinded on appeal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $585,000 | $2,000,000 |
Other_Commitments_and_Continge1
Other Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | 8 Months Ended | 12 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | 8 Months Ended | ||||||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Sep. 27, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Sep. 27, 2013 | Nov. 01, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Nov. 30, 2012 | Sep. 27, 2013 |
Government Investigations And Reviews | Government Investigations And Reviews | Standby Letters of Credit | Performance Guarantee | Bechtel SAIC Company, LLC | SAIC | SAIC | RDS | Virnet X Inc | Virnet X Inc | Pre-Separation | |||
Government Investigations And Reviews | Government Investigations And Reviews | partner | partner | patents | Government Investigations And Reviews | ||||||||
Other Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of patents infringed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' |
Patents transferred and awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $368 | ' | ' |
Percentage of proceeds obtained | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate loss provisions | ' | ' | ' | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability for estimate of loss | ' | ' | 27 | 30 | ' | ' | ' | 18 | 45 | ' | ' | ' | 45 |
Ownership interest | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' |
Number of joint venture partners | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | 62 | ' | ' | ' | ' | ' | ' | ' | ' |
Surety bonds | ' | ' | ' | ' | ' | 141 | ' | ' | ' | ' | ' | ' | ' |
Estimated accruals for claims incurred but not yet reported | $19 | $19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_Selected_Quarterly
Schedule of Selected Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | 3-May-13 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | ||||||||
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | $1,295 | [1] | $1,418 | [1] | $1,462 | [1] | $1,597 | [1] | $1,580 | $1,668 | $1,623 | $1,598 | $5,772 | $6,469 | $5,836 | ||||
Operating income | 82 | [1] | -5 | [1] | 11 | [1] | 76 | [1] | 91 | 105 | 111 | 116 | 164 | 423 | -58 | ||||
Income (loss) from continuing operations | 47 | [1],[2] | -8 | [1],[2] | 5 | [1],[2] | 40 | [1],[2] | 148 | [2] | 58 | [2] | 61 | [2] | 57 | [2] | 84 | 324 | -235 |
Income from discontinued operations | -3 | [1] | 5 | [1] | 37 | [1] | 41 | [1] | 38 | 54 | 49 | 60 | 80 | 201 | 294 | ||||
Net income | 44 | [1],[2] | -3 | [1],[2] | 42 | [1],[2] | 81 | [1],[2] | 186 | [2] | 112 | [2] | 110 | [2] | 117 | [2] | 164 | 525 | 59 |
Basic earnings (loss) per share | $0.57 | [1],[3] | ($0.10) | [1],[3] | $0.06 | [1],[3] | $0.43 | [1],[3] | $1.73 | [3] | $0.70 | [3] | $0.72 | [3] | $0.67 | [3] | $1.94 | $6.19 | $0.68 |
Diluted earnings (loss) per share | $0.56 | [1],[3] | ($0.10) | [1],[3] | $0.06 | [1],[3] | $0.43 | [1],[3] | $1.73 | [3] | $0.70 | [3] | $0.72 | [3] | $0.67 | [3] | $1.94 | $6.19 | $0.68 |
Leidos, Inc. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 5,772 | 6,469 | 5,836 | ||||||||
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 164 | 423 | -58 | ||||||||
Income (loss) from continuing operations | 45 | -19 | 20 | 40 | 149 | 58 | 61 | 57 | 86 | 325 | -238 | ||||||||
Income from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 80 | 201 | 294 | ||||||||
Net income | $46 | ($3) | $42 | $81 | $187 | $112 | $110 | $117 | $166 | $526 | $56 | ||||||||
[1] | Fiscal 2014 quarterly results include increased charges related to intangible asset impairment charges (second quarter charge was $30 million and another charge in the third quarter of $19 million), bad debt expense (third quarter expense was $42 million) and separation transaction and restructuring expenses (approximately $33 million in 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. | ||||||||||||||||||
[2] | Income from continuing operations and net income relate to Leidos Holdings, Inc. only, see Leidos, Inc.'s amounts detailed below | ||||||||||||||||||
[3] | Earnings per share are computed independently for each of the quarters presented and therefore may not sum to the total for the fiscal year. |
Schedule_of_Selected_Quarterly1
Schedule of Selected Quarterly Financial Data (Parenthetical) (Detail) (USD $) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Jan. 31, 2014 | Nov. 01, 2013 | Aug. 02, 2013 | Jan. 31, 2014 | Aug. 02, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset impairment charges | ' | $19 | $30 | ' | ' | $51 | $0 | $0 |
Bad debt expense | ' | 42 | ' | ' | ' | 44 | 2 | 0 |
Separation transaction expenses, net of tax | $7 | $25 | ' | ' | $33 | $40 | $7 | ' |
Reverse stock split | ' | ' | ' | 0.25 | ' | ' | ' | ' |