Leidos Holdings (LDOS) 10-K risk factor changes: FY2025 vs FY2024

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uOur failure to comply with various complex procurement rules and regulations could result in [removed: our] [added: us] being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts and suspension or debarment from U.S. government contracting.

Our revenues from contracts with the U.S. government (including all branches of the U.S. military), either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. government, generated approximately 87% of our total revenue in [removed: both] fiscal [added: 2025,] 2024 and [removed: 2023, and 86% in fiscal 2022.][added: 2023.]

Our reputation and relationships with the U.S. government, particularly with the agencies of the [removed: DoD] [added: DoW] and the U.S. Intelligence Community, are key factors in maintaining and growing our revenues, and enable us to provide informal input and advice to government entities and agencies prior to the development of a formal bid.

In addition, negative publicity, including [removed: reports from the press] [added: sustained] or [removed: social] [added: recurring] media coverage, [added: social media commentary, or other public communications that criticize our business practices, the nature of our products or services, or the defense industry more broadly,] regardless of accuracy or completeness, and which could pertain to employee or subcontractor misconduct, conflicts of interest, poor contract performance, deficiencies in [added: investment, prioritization, and production, deficiencies in] services, reports, products or other deliverables, security breaches or other security incidents or other aspects of our business, could harm our reputation with these agencies and with certain non-U.S. customers.

Revenues under contracts with the [removed: DoD] [added: DoW] and U.S. Intelligence Community, either as a prime contractor or subcontractor to other contractors, represented approximately [removed: 48% of our total revenues for fiscal 2024,] 49% of our total revenues for fiscal [removed: 2023] [added: 2025] and [removed: 44%] [added: 2023, and 48%] of our total revenues for fiscal [removed: 2022.][added: 2024.]

U.S. government and [removed: DoD] [added: DoW] spending levels are difficult to predict and subject to significant risk.

Laws and plans adopted by the U.S. government relating to, along with pressures on and uncertainty surrounding the U.S. federal budget, potential changes in budgetary [removed: priorities] [added: priorities, including initiatives aimed at improving governmental efficiency,] and defense spending levels, the appropriations process and the permissible federal debt limit, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers.

Such changes in spending authorizations and budgetary priorities may occur as a result of uncertainty surrounding the federal budget and the federal government’s ability to meet its debt obligations, changes in the priorities of the U.S. Presidential [removed: Administration as a result of the recent election cycle,] [added: Administration,] increasing political pressure and legislation, shifts in spending priorities from defense-related or other programs as a result of competing demands for federal funds, the number and intensity of military conflicts or other factors.

[removed: Changes in the priorities] of the U.S. Presidential Administration in respect thereto could have an adverse impact on our results.

In addition, if government funding relating to our contracts with the U.S. government or [removed: DoD] [added: DoW] becomes unavailable, or is reduced or delayed, or planned orders are reduced, our contracts or subcontracts under such programs may be terminated or adjusted by the U.S. government or the prime contractor.

Our operating results could also be adversely affected by spending caps or changes in the U.S. government or the [removed: DoD’s] [added: DoW’s] budgetary priorities, as well as delays in program starts or the award of contracts or task orders under contracts.

The U.S. government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift [removed: DoD] [added: DoW] or other budgetary priorities, reduce overall U.S. government spending, or delay contract or task order awards for defense-related or other programs from which we would otherwise expect to derive a significant portion of our future revenues.

In addition, changes to the federal or [removed: DoD] [added: DoW] acquisition system and contracting models could affect whether and how we pursue certain opportunities and the terms under which we are able to do so.

[removed: If we incur costs in excess of funds obligated] on a contract, we may be at risk for reimbursement of those costs unless or until additional funds are obligated to the contract.

For example, some customers, including the [removed: DoD,] [added: DoW,] are turning to commercial contractors, rather than traditional defense contractors, for some products and services, and may utilize small business contractors or source [removed: work internally rather than hiring a contractor.]

Although inflation has moderated somewhat in [removed: 2024,] [added: 2025,] these inflationary pressures have been and could continue to be exacerbated by geopolitical turmoil and economic policy actions.

Our failure to comply with various complex procurement rules and regulations could result in [removed: our] [added: us] being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts and suspension or debarment from U.S. government contracting.

Additionally, the [removed: DoD] [added: DoW] and other customers are increasingly pursuing rapid acquisition pathways and procedures for new technologies, including through so-called “other transaction authority” agreements ("OTAs").

U.S. government contractors (including their subcontractors and others with whom they do business) operate in a highly regulated environment and are routinely audited and reviewed by the U.S. government and its agencies, including the DCAA, DCMA, the [removed: DoD] [added: DoW] Inspector General, and others.

A finding of [removed: significant control deficiencies] [added: material weakness] in our business system audits or other reviews can result in the suspension of payments or lower billing rates to our U.S. government customers until the [removed: control deficiencies are] [added: material weakness is] corrected and the DCMA accepts our remediations.

As of January [removed: 3, 2025,] [added: 2, 2026,] indirect cost audits by the DCAA remain open for fiscal [removed: 2022] [added: 2023] and subsequent fiscal years.

In the U.S., numerous federal, state, and local data privacy and security laws and regulations govern the collection, sharing, use, retention, disclosure, security, storage, [added: sale,] transfer, and other processing of personal information, including protected health information.

[removed: exceed requirements, to] [added: To] the extent we [removed: do not,] [added: are unable to achieve or maintain certification at the level required for a particular contract award,] we will be unable to bid on such contract [removed: awards,] [added: awards or follow-on awards for existing work with the DoW,] which could adversely impact our revenue and our profitability.

Any failure or perceived failure by us, our service providers, suppliers, subcontractors, or other business partners to comply with applicable laws, regulations, our public privacy policies and other public statements about data privacy and security and other obligations in these areas could result in regulatory or government actions lawsuits against us (including civil claims, such as representative actions and other class action-type litigation), legal liability, monetary penalties, fines, sanctions, damages and other costs, orders to cease or change our processing of data, changes to our business practices, diversion of internal resources, and harm to our reputation, [removed: all of which could adversely affect our business, financial condition and results of operations.]

While we have established policies, procedures, training programs, and other compliance controls designed to prevent and detect misconduct, [added: individuals may circumvent] these measures [added: and we] may [removed: not] be [removed: effective,] [added: unable to prevent our employees, subcontractors, agents, suppliers, business partners or joint ventures and others working on our behalf from engaging in misconduct, fraud or other improper activities,] exposing us to unforeseen risks or losses.

As of January [removed: 3, 2025,] [added: 2, 2026,] our total backlog was [removed: $43.6] [added: $49.0] billion, including [removed: $8.4] [added: $9.7] billion in funded backlog.

Revenues from FFP contracts represented approximately 43% of our total revenues for fiscal [removed: 2024.][added: 2025.]

We recognize revenue on our service-based contracts primarily over time as there is a continuous transfer of control to the customer throughout the contract as we perform the promised services, which [removed: generally requires] [added: could require] estimates of total costs at completion, fees earned on the contract, or both.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this [removed: Report,] [added: Annual Report on Form 10-K, and] “Note 3—Summary of Significant Accounting Policies” of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K.

[removed: Therefore, we are continuously exposed to unauthorized attempts to compromise access, release or otherwise compromise such] information [removed: through cyber-attacks and other information] security threats, including, among other things, physical break-ins, theft, denial-of-service attacks, worms, computer viruses, software bugs, malicious or destructive code, social engineering, phishing attacks and impersonating authorized users, credential stuffing, account takeovers, insider threats, malfeasance or improper access by employees or service providers, human error, fraud, use of AI, “bots” or other automation software, or other similar disruptions.

See also the risk factor “Internal system or service failures, or failures in the systems or services of third parties on which we rely, could disrupt our business and impair our [removed: ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.”]

[added: Our property and business] interruption insurance may be inadequate to compensate us for all losses resulting from any system or operational failure or disruption.

We could also incur significant costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate [removed: change.]

In addition, our offerings cannot be tested and proven in all situations and are otherwise subject to unforeseen problems that could negatively affect revenue and profitability, such as problems with quality and [added: workmanship, country of origin, delivery of subcontractor components or services, unplanned degradation of product performance, and unauthorized use or modifications of our products and services.]

[removed: For example,] [added: In Europe,] the [removed: EU’s Artificial Intelligence Act (the “AI Act”),] [added: AI Act,] which [removed: entered into force on August 1, 2024,] [added: began phasing-in 2025,] establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU.

As of January [removed: 3, 2025,] [added: 2, 2026,] goodwill was [removed: 46%] [added: 47%] of our total assets.

Adverse changes in fiscal and economic conditions, such as those related to federal budget cuts and the nation’s debt ceiling, deteriorating market conditions for companies in our industry and unfavorable changes in discount rates could [added: also] result in an impairment of goodwill.

[removed: A termination for default could eliminate a revenue source, expose us] to liability and have an adverse effect on our ability to compete for future contracts and task orders, especially if the customer is an agency of the U.S. government.

In addition, some of our work sites put our employees and others in close proximity with mechanized [added: equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials.]

| Leidos Holdings, Inc. Annual Report | | | 13 | | |

uJoint ventures, other strategic alliances, and strategic business transactions may not achieve intended results.

We may experience operational challenges in integrating or segregating assets for such a venture or transaction.

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In particular, the federal budget and debt ceiling are expected to continue to be the subject of considerable debate, which could have a significant impact on defense spending broadly and our programs in particular.

The budget environment, including budget caps mandated by the Budget Control Act of 2011 (the “BCA”) for fiscal years 2022 and 2023, which were reinstituted with established budget caps for 2024 and 2025 under The Fiscal Responsibility Act of 2023, and uncertainty surrounding the debt ceiling and the appropriations process, remain significant short and long-term risks for the Company.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the current administration and Congress, what challenges budget reductions (required by the BCA and otherwise) will present for the defense industry and whether annual appropriations bills for all agencies will be enacted in a timely manner.

Changes in the priorities

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To the extent the U.S. Congress is unable to approve the annual federal budget before the expiration of a continuing resolution, funding for new projects may not be available and funding on contracts we are already performing may be delayed.

If Congressional efforts to approve such funding fail, and Congress is unable to craft a long-term agreement on the U.S. government’s ability to incur indebtedness in excess of its current limits, the U.S. government may not be able to fulfill its current funding obligations and there could be significant disruption to all discretionary programs, which would have corresponding impacts on us and our industry.

The use of a continuing resolution at prior-year funding levels may limit new contract starts, cancellation of planned new initiatives, constrain production rate increases, delay awards or extensions, and introduce funding uncertainty that could affect bidding, scheduling and profitability.

In addition, a failure to complete the budget process and fund government operations pursuant to a continuing resolution may result in a U.S. government shutdown, which could result in us incurring substantial costs without reimbursement under our contracts.

If a prolonged government shutdown were to occur, it could result in program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to effectively progress programs and to make timely payments, and our ability to perform on our U.S. government contracts and successfully compete for new work.

The delay or cancellation of key programs or the delay of contract payments may have a material adverse effect on our revenue and operating results.

In addition, when supplemental appropriations are required to operate the U.S. government or fund specific programs and the passage of legislation needed to approve any supplemental appropriation bill is delayed, the overall funding environment for our business could be adversely affected.

We continuously review our operations in an attempt to identify programs potentially at risk from continuing resolutions or failure by the U.S. government to complete its appropriations process so that we can consider appropriate contingency plans.

If we incur costs in excess of funds obligated

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For example, as a result of the executive order titled "Prioritizing the Warfighter in Defense Contracting,” future contracts (including renewals) are expected to include provisions restricting stock buybacks and dividends during any period of underperformance, and restricting executive incentive compensation in a manner that is contingent on certain specified criteria, including on-time delivery of projects, increased production, and the facilitation of certain domestic investments and operating improvements.

In addition, if the Secretary of War were to determine that any such delays, cost overruns or failures in our performance constitutes underperformance on our contract, we would be required to submit a remediation plan approved by our board within 15 days of such determination, and if such plan is determined to be insufficient or we are not otherwise able to remediate any such underperformance we could be subject to remedies from the Secretary of War including certain enforcement actions.

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work internally rather than hiring a contractor.

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In addition, proposed comprehensive reforms to the Federal Acquisition Regulations, including those contemplated under Executive Order 14275, “Restoring Common Sense to Federal Procurement,” issued on April 15, 2025, could create uncertainty in our contracting environment and impact our business.

These reforms may result in changes to procurement processes, evaluation criteria, cost allowability, compliance obligations, or reporting requirements that could increase our administrative burden and operating costs.

Transition period or inconsistencies in the implementation of new rules may delay contract awards, complicate bid strategies, or require modifications to existing contracting practices.

In addition, to the extent the proposed reforms ultimately expand the ability of commercial firms to compete for defense and other federal contracts, we may face heightened competition from new market entrants with different cost structures, procurement models, or technological approach, which could pressure our pricing, reduce our win rates, or erode our market share.

If we are unable to adapt efficiently to revised federal procurement requirements, our competitiveness, performance under existing contracts, and financial results could be adversely affected.

The Company continues to evaluate the potential impact for any proposed or contemplated reforms.

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The U.S. Congress has considered, and will likely in the future consider, additional data privacy and security legislation, to which we may become subject if passed.

We are also subject to the CMMC requirements, which require successful assessment by a third party against specified cyber controls in order to be eligible for contract awards.

We may also be subject to additional emerging and as yet unspecified cybersecurity requirements under the FAR and other federal regulations.

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all of which could adversely affect our business, financial condition and results of operations.

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When the U.S. government operates under a continuing resolution, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being canceled.

We will also be subject to numerous emerging and as yet unspecified cybersecurity requirements under the FAR and through federal regulation, to include the DOD Cybersecurity Maturity Model Certification (“CMMC”) program, which, once implemented, will require successful assessment by a third party against specified cyber controls.

We are in the process of evaluating our readiness against these new requirements and while we have confidence we will meet or

Our property and business

workmanship, country of origin, delivery of subcontractor components or services, unplanned degradation of product performance, and unauthorized use or modifications of our products and services.

We utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze, or generate data or other materials or content (collectively, “AI”) in connection with our business.

equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials.

These restrictions, which may also make it more difficult for our stockholders to elect directors not endorsed by our current directors and management, include mergers and certain other business combinations between a related person and

Our customers include the U.S. Department of [removed: Defense (“DoD”),] [added: War (“DoW”),] the U.S. Intelligence Community, the U.S. Department of Homeland Security, the Federal Aviation Administration, the Department of Veterans [removed: Affairs, National Aeronautics and Space Administration (“NASA”)] [added: Affairs] and many other U.S. civilian, state and local government agencies, foreign government agencies and commercial businesses.

[removed: Beginning in fiscal 2024, we realigned our] [added: Our] business [removed: and operate in] [added: is aligned into] four reportable segments that are focused on specific, defined capability sets we bring to our customers.

We [removed: now] operate in the following reportable segments: National Security & Digital, Health & Civil, Commercial & International and Defense Systems.

For fiscal [removed: 2024,] [added: 2025,] revenues increased [removed: $1.2] [added: $0.5] billion, or [removed: 8%,] [added: 3%,] compared to fiscal [removed: 2023,] [added: 2024,] the increase was primarily due to [added: program wins and] a net increase in [removed: volumes on certain programs and program wins,] [added: volumes,] partially offset by the completion of certain contracts.

The increase was partially offset by the completion of [removed: certain contracts.][added: programs.]

[removed: For fiscal 2024,] [added: Net cash provided by] operating [removed: expenses] [added: activities] increased [removed: by $27 million, or less than 1%,] [added: $248 million for fiscal 2024 as] compared to fiscal 2023.

Operating margin for fiscal [removed: 2024] [added: 2025] was [removed: 11%] [added: 12%] compared to [removed: 4%] [added: 11%] for fiscal [removed: 2023.][added: 2024.]

Operating income was [removed: $1,827] [added: $2,109] million, a [removed: $1,206] [added: $282] million increase compared to fiscal [removed: 2023.][added: 2024.]

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For fiscal [removed: 2023,] [added: 2025,] operating expenses increased by [removed: $1.5 billion,] [added: $223 million,] or [removed: 11%,] [added: 1%,] compared to fiscal [removed: 2022.][added: 2024.]

The [removed: decrease] [added: increase in operating income] was [removed: partially offset by] [added: primarily attributable to a] program [removed: wins,] [added: wins and] a net increase in volumes on certain [removed: programs] [added: programs, partially offset by an increase in general & administrative expenses] and [removed: lower amortization expenses.][added: the completion of programs.]

We generated approximately 87% of our total revenues from contracts with the U.S. government in [added: both] fiscal [removed: 2024] [added: 2025] and [removed: 2023 as compared to 86% of our total revenues from contracts with the U.S. government in fiscal 2022,] [added: 2024,] either as a prime contractor or a subcontractor to other contractors engaged in work for the U.S. government.

Revenues under contracts with the [removed: DoD] [added: DoW] and U.S. Intelligence Community, including subcontracts under which the [removed: DoD] [added: DoW] or the U.S. Intelligence Community is the ultimate purchaser, represented approximately [removed: 48%,] 49% and [removed: 44%] [added: 48%] of our total revenues for fiscal [removed: 2024, 2023] [added: 2025] and [removed: 2022,] [added: 2024,] respectively.

Sales to customers in international markets represented approximately 8% of total revenues for fiscal [removed: 2024, as compared to 9% and 8% of total revenues for fiscal 2023] [added: 2025] and [removed: 2022, respectively.][added: 2024.]

| | | | Year Ended | | | | | | | | | | | | | | | [removed: | | | 2024 to 2023 | | | | | | 2023 to 2022 | | |]

| (dollars in millions) | | | January [removed: 3, 2025 | | | | | | December 29, 2023 | | | | | | December 30, 2022] [added: 2, 2026] | | | | | | [removed: Percent change] [added: January 3, 2025] | | | | | | Percent change | | |

| Revenues | | | $ | [removed: 16,662 | | | | | $ | 15,438] [added: 17,174] | | | | | $ | [removed: 14,396 | | | | | 8 |] [added: 16,662] | [removed: %] | | | | [removed: 7] [added: 3] | | % |

| Cost of revenues | | | [removed: 13,864 | | | | | | 13,194 | | | | | | 12,312] [added: 14,075] | | | | | | [removed: 5] [added: 13,864] | | [removed: %] | | | | [removed: 7] [added: 2] | | % |

| Selling, general and administrative expenses | | | [removed: 983 | | | | | | 942 | | | | | | 951] [added: 999] | | | | | | [removed: 4] [added: 983] | | [removed: %] | | | | [removed: (1)] [added: 2] | | % |

| Acquisition, integration and restructuring costs | | | [removed: 16 | | | | | | 24 | | | | | | 17] [added: 18] | | | | | | [removed: (33)] [added: 16] | | [removed: %] | | | | [removed: 41] [added: 13] | | % |

| [removed: Goodwill] [added: Asset] impairment charges | | | [removed: — | | | | | | 596 | | | | | | —] [added: 5] | | | | | | [removed: *NM*] [added: 11] | | | | | | [removed: *NM*] [added: (55)] | | [added: %] |

| Equity earnings of non-consolidated subsidiaries | | | [removed: (39) | | | | | | (30) | | | | | | (12)] [added: (32)] | | | | | | [removed: (30)] [added: (39)] | | [removed: %] | | | | [removed: (150)] [added: (18)] | | % |

| Operating income | | | [removed: 1,827 | | | | | | 621 | | | | | | 1,088] [added: 2,109] | | | | | | [removed: 194] [added: 1,827] | | [removed: %] | | | | [removed: (43)] [added: 15] | | % |

| Non-operating expense, net | | | [removed: (188) | | | | | | (218) | | | | | | (202)] [added: (200)] | | | | | | [removed: (14)] [added: (188)] | | [removed: %] | | | | [removed: (8)] [added: (6)] | | % |

| Income before income taxes | | | [removed: 1,639 | | | | | | 403 | | | | | | 886] [added: 1,909] | | | | | | [removed: *NM*] [added: 1,639] | | | | | | [removed: (55)] [added: 16] | | % |

| Income tax expense | | | [removed: (388) | | | | | | (195) | | | | | | (193)] [added: (447)] | | | | | | [removed: 99] [added: (388)] | | [removed: %] | | | | [removed: 1] [added: 15] | | % |

| Net income | | | [removed: 1,251 | | | | | | 208 | | | | | | 693] [added: 1,462] | | | | | | [removed: *NM*] [added: 1,251] | | | | | | [removed: (70)] [added: *17*] | | [removed: %] [added: *%*] |

| Less: net [removed: (loss)] income [added: (loss)] attributable to non-controlling interest | | | [removed: (3) | | | | | | 9 | | | | | | 8] [added: 14] | | | | | | [removed: (133)] [added: (3)] | | [removed: %] | | | | [removed: 13] [added: (567)] | | % |

| Net income attributable to Leidos common stockholders | | | $ | [removed: 1,254 | | | | | $ | 199] [added: 1,448] | | | | | $ | [removed: 685 | | | | | *NM* |] [added: 1,254] | | | | | [removed: (71)] [added: 15] | | % |

| *Operating margin* | | | [removed: 11.0] [added: 12.3] | | % | | | | [removed: *4.0* | | *%* | | | | *7.6*] [added: *11.0*] | | *%* | | | | | | | [removed: | | | | | |]

| National Security & Digital [removed: (dollars] [added: (dollars] in [removed: millions)] [added: millions)] | | | January [removed: 3, 2025 | | | | | | December 29, 2023 | | | | | | December 30, 2022] [added: 2, 2026] | | | | | | [removed: Percent change] [added: January 3, 2025] | | | | | | Percent change | | |

| Revenues | | | $ | [removed: 7,365 | | | | | $ | 7,196] [added: 7,611] | | | | | $ | [removed: 6,745 | | | | | 2 |] [added: 7,365] | [removed: %] | | | | [removed: 7] [added: 3] | | % |

| Operating income | | | [removed: 720 | | | | | | 672 | | | | | | 606] [added: 760] | | | | | | [removed: 7] [added: 720] | | [removed: %] | | | | [removed: 11] [added: 6] | | % |

| *Operating margin* | | | [removed: 9.8] [added: 10.0] | | % | | | | [removed: *9.3* | | *%* | | | | *9.0*] [added: *9.8*] | | *%* | | | | | | | [removed: | | | | | |]

The increase in revenues for fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023,] [added: 2024,] was primarily attributable to [removed: a net increase in volumes on certain programs,] program wins and [added: a] net [removed: write-ups,] [added: increase in volumes,] partially offset by the completion of [removed: certain contracts.][added: programs.]

The increase in revenues for fiscal [removed: 2023] [added: 2025] as compared to fiscal [removed: 2022,] [added: 2024,] was primarily attributable to a net increase in [removed: volumes] [added: write-ups] on certain programs [removed: and net write-ups,] [added: primarily within the managed health services business,] partially offset by [removed: the completion of certain contracts.][added: a net decrease in volumes.]

The increase in operating income for fiscal [removed: 2024] [added: 2025] as compared to fiscal [removed: 2023,] [added: 2024,] was primarily attributable to [removed: improved] program [removed: execution on certain programs,] [added: wins and] a net increase in [removed: volumes and program wins,] [added: volumes,] partially offset by [added: program completions and a net decrease in contract write-ups in] the [removed: completion of certain contracts.][added: current year.]

| Health & Civil [removed: (dollars] [added: (dollars] in [removed: millions)] [added: millions)] | | | January [removed: 3, 2025 | | | | | | December 29, 2023 | | | | | | December 30, 2022] [added: 2, 2026] | | | | | | [removed: Percent change] [added: January 3, 2025] | | | | | | Percent change | | |

| Revenues | | | $ | [removed: 5,015 | | | | | $ | 4,238] [added: 5,069] | | | | | $ | [removed: 3,945 | | | | | 18 |] [added: 5,015] | [removed: %] | | | | [removed: 7] [added: 1] | | % |

| Operating income | | | [removed: 1,095 | | | | | | 574 | | | | | | 448] [added: 1,202] | | | | | | [removed: 91] [added: 1,095] | | [removed: %] | | | | [removed: 28] [added: 10] | | % |

*In this section, we discuss our financial condition, changes in financial condition and results of our operations for the year ended January 2, 2026, compared to the year ended January 3, 2025.

For a discussion and analysis comparing our results for the year ended January 3, 2025, to the year ended December 29, 2023, see our Annual Report on Form 10-K for the year ended January 3, 2025, filed with the SEC on February 11, 2025, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”*

Headquartered in Reston, Virginia, with 47,000 global employees, we pursue strategic growth across five pillars: space and maritime; energy infrastructure; digital modernization and cyber; mission software; and managed health services.

uachieving annual revenue growth guided by our NorthStar 2030 strategy focusing on the growth pillars aligned with our customers’ priorities;

ucontinual improvements in the effectiveness and efficiency of our business processes driven by our enterprise transformation office leveraging artificial intelligence and automation; and

On February 3, 2026, the House of Representatives passed five of the six remaining appropriations bills to fund the federal government for fiscal year 2026.

On February 13, 2026, the Homeland Security bill was not passed and DHS was shutdown until another continuing resolution is agreed upon.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

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| | | | Year Ended | | | | | | | | | | | | | | |

| Operating income | | | 166 | | | | | | 104 | | | | | | 60 | | % |

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Non-operating expense, net increased by $12 million for fiscal 2025 as compared to fiscal 2024, primarily driven by a net increase in interest expense on borrowings, partially offset by a gain on an immaterial divested business that was not aligned to the Company's long term strategy.

Our effective tax rate was 23.4% in fiscal 2025 compared to 23.7% in fiscal 2024.

The decrease to the effective tax rate was primarily due to a decrease in unrecognized tax benefits, partially offset by the impacts from cross-border taxes resulting from the H.R.1 Reconciliation Act, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”).

Effective fiscal 2025, we changed our backlog policy to include estimated future revenue on task orders expected to be awarded under sole source indefinite delivery/indefinite quantity ("IDIQ") contracts in our reported backlog.

We believe this presentation provides enhanced visibility for investors and more accurately reflects the future revenues we expect to generate from our business.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

Backlog represents the revenues we expect to recognize under negotiated contracts and unissued task orders on sole source IDIQ contracts, to the extent we believe their execution and funding to be probable.

Backlog does not include potential task orders expected to be awarded under multiple award IDIQ contracts.

Negotiated unfunded backlog represents all remaining value on task orders that is not funded, including options, that we expect to recognize as well as expected future task orders under sole source IDIQ contracts.

| | | | | | | January 2, 2026 | | | | | | | | | | | | | | | | | | January 3, 2025(1) | | | | | | | | | | | | | | |

| National Security & Digital | | | | | | $ | 2,749 | | | | | $ | 23,891 | | | | | $ | 26,640 | | | | | $ | 2,881 | | | | | $ | 23,404 | | | | | $ | 26,285 | |

| Health & Civil | | | | | | 2,745 | | | | | | 7,690 | | | | | | 10,435 | | | | | | 1,456 | | | | | | 10,735 | | | | | | 12,191 | | |

| Defense Systems | | | | | | 1,603 | | | | | | 5,107 | | | | | | 6,710 | | | | | | 1,616 | | | | | | 3,941 | | | | | | 5,557 | | |

Headquartered in Reston, Virginia, with 48,000, global employees, we bring domain-specific capabilities, technologies and insights to customers in each of these markets by leveraging seven technical core capabilities: trusted mission artificial intelligence, cyber operations, digital modernization, mission software systems, integrated systems, mission operations, and rapid prototyping and manufacturing.

As a result of this change, prior year segment results and disclosures have been recast to reflect the current reportable segment structure.

uachieving annual revenue growth through internal collaboration and better leveraging of key differentiators across our company and the deployment of resources and investments into profitable growth markets;

ucontinued improvement in our back-office infrastructure and related business processes for greater effectiveness and efficiency across all business functions; and

For fiscal 2023, revenues increased $1.0 billion, or 7%, compared to fiscal 2022, primarily due to program wins, a net increase in volumes on certain programs and a net increase in revenues attributable to our business acquisitions.

The increase in operating income was primarily attributable to the impairment and restructuring charges of $689 million at the SES reporting unit in fiscal 2023 as compared to $11 million of impairment charges for the facility rationalization effort in fiscal 2024 (see "Note 10—Leases" of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K) and a net increase in volumes on certain programs.

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PART II

Operating margin for fiscal 2023 was 4.0% compared to 7.6% for fiscal 2022.

Operating income was $621 million, a $467 million decrease compared to fiscal 2022.

The decrease was primarily attributable to impairment and restructuring charges of $689 million at the SES reporting unit in fiscal 2023 (see “Note 8—Goodwill and Intangible Assets” of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K).

On December 21, 2024, the U.S. federal government avoided a shutdown by passing into law a continuing resolution that provides government funding through March 14, 2025.

The continuing resolution gives lawmakers additional time to consider the 12 appropriations bills for government fiscal year 2025.

Failure to pass the appropriations bills or another continuing resolution by March 14, 2025, will result in a partial or complete federal government shutdown.

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| Asset impairment charges | | | 11 | | | | | | 91 | | | | | | 40 | | | | | | (88) | | % | | | | 128 | | % |

*NM - Not meaningful*

The increase in operating income for fiscal 2023 as compared to fiscal 2022, was primarily attributable to net write-ups on certain programs.

The increase in revenues for fiscal 2023 as compared to fiscal 2022, was primarily attributable to a net increase in volumes on certain programs and increased earnings from incentive awards.

The increase was partially offset by a net decrease in the recovery of expenditures in the medical examination business and the completion of certain contracts.

The increase in operating income for fiscal 2024 as compared to fiscal 2023, was primarily attributable to an increase in volumes and case complexity within the managed health services business.

The increase in operating income for fiscal 2023 as compared to fiscal 2022, was primarily attributable to a net increase in earnings from incentive awards and a net increase in volumes on certain programs, partially offset by a net decrease in the recovery of expenditures in the medical examination business and the completion of certain contracts.

| Operating income (loss) | | | 104 | | | | | | (560) | | | | | | 131 | | | | | | 119 | | % | | | | *NM* | | |

The increase in revenues for fiscal 2023 as compared to fiscal 2022, was primarily attributable to a net increase in volumes on certain programs and a $94 million net increase in revenues related to our Cobham Special Mission acquisition made in the last quarter of fiscal 2022.

The increase was partially offset by write-downs on certain programs and the completion of certain contracts.

The decrease in operating income for fiscal 2023 as compared to fiscal 2022, was primarily attributable to impairment and restructuring charges of $689 million at the SES reporting unit in fiscal 2023, and write-downs on certain programs.

The decrease was partially offset by an increase in volumes on certain programs.

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The increase in revenues for fiscal 2023 as compared to fiscal 2022, was primarily attributable to a net increase in volumes on certain programs and program wins, partially offset by the completion of certain contracts.

The increase in operating income for fiscal 2023 as compared to fiscal 2022, was primarily attributable a net increase in volumes on certain programs, partially offset by the completion of certain contracts.

The increase in operating loss for fiscal 2023 as compared to fiscal 2022, was primarily attributable to higher legal costs, increased expenses in integration and restructuring activities, partially offset by the impact of foreign payroll tax reserves.

Non-operating expense, net decreased by $30 million for fiscal 2024 as compared to fiscal 2023, primarily due to higher interest income earned from higher cash balances.

Non-operating expense, net increased by $16 million for fiscal 2023 as compared to fiscal 2022, primarily due to a net increase in interest expense driven by higher interest rates and refinancing activities.

Our effective tax rate was 23.7%, 48.4% and 21.8% in fiscal 2024, 2023 and 2022, respectively.

The effective tax rate for fiscal 2024 was favorably impacted primarily by federal research tax credits and lower state income taxes, partially offset by an increase in unrecognized tax benefits.

The effective tax rate for fiscal 2023 was unfavorably impacted primarily by non tax deductible goodwill impairments.

The effective tax rate for fiscal 2022 was favorably impacted primarily by federal research tax credits and excess tax benefits related to employee stock-based payment transactions.

[removed: At] [added: As of] January [added: 2, 2026, and January] 3, 2025, [removed: and December 29, 2023,] we had [added: $4.6 billion and] $4.7 billion of debt, [added: respectively,] which included [removed: $1.0 billion] [added: $500 million] related to our senior unsecured term loans that have a variable stated interest rate that is determined based on the Secured Overnight Financing Rate (“SOFR”) plus a margin.

We [removed: have] [added: had] interest rate swap agreements to hedge the cash flows of a portion of our variable rate senior unsecured term loan (“Variable Rate Loan”).

Under the terms of the interest rate swap agreements, we [removed: receive] [added: received] monthly variable interest payments based on the one-month SOFR rate and [removed: pay] [added: paid] interest at a fixed rate.

The fair value of our interest rate swap agreements with respect to our Variable Rate Loan was an asset of $4 million [removed: and $11 million] as of January 3, [removed: 2025, and December 29, 2023, respectively.][added: 2025.]

The counterparties to these agreements [removed: are] [added: were] financial institutions.

We [removed: do] [added: did] not hold or issue derivative financial instruments for trading or speculative purposes.

We cannot predict future market fluctuations in interest [removed: rates and their impact on our interest rate swaps.][added: rates.]

As of January [added: 2, 2026, and January] 3, 2025, [removed: and December 29, 2023,] our cash and cash equivalents included investments in several large institutional money market accounts.

For fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] a hypothetical 10% interest rate movement would not have a significant impact on the value of our holdings or on interest income.

Our foreign operations represented [removed: 8%, 9% and] 8% of total revenues for [added: both] fiscal [added: 2025 and] 2024, [removed: 2023] and [removed: 2022, respectively.][added: 9% for fiscal 2023.]

| [removed: Leidos Holdings, Inc. Annual Report] [added: 54] | | | [removed: 57] [added: Leidos Holdings, Inc. Annual Report] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

The interest rate swap agreements matured in August 2025.

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| Leidos Holdings, Inc. Annual Report | | | 55 | | |

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PART II

Since our founding [removed: 56] [added: 57] years ago, we have applied our expertise in science, research and engineering in rapidly-evolving technologies and markets to solve complex problems of global concern.

Our customers include the U.S. Department of [removed: Defense (“DoD”),] [added: War (“DoW”),] the U.S. Intelligence Community, the U.S. Department of Homeland Security (“DHS”), the Federal Aviation Administration (“FAA”), the Department of Veterans Affairs [removed: (“VA”), National Aeronautics and Space Administration (“NASA”)] [added: (“VA”)] and many other U.S. civilian, state and local government agencies, foreign government agencies and commercial businesses.

With a focus on delivering mission-critical solutions, Leidos generated 87% of revenues for the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] (“fiscal [removed: 2024”)] [added: 2025”)] from U.S. government contracts, either as a prime contractor or a subcontractor to [removed: other contractors engaged in work for the U.S. government.][added: others.]

[removed: We now operate in the following] [added: As of January 2, 2026, our business is aligned into four] reportable segments: National Security & Digital, Health & Civil, Commercial & International and Defense Systems.

[removed: We also] [added: Additionally, we] separately present the unallocated costs associated with corporate functions as Corporate.

Our advanced capabilities [removed: include the delivery of] [added: allow us to provide] technology-enabled services, [removed: mission] software capabilities and IT [removed: modernization services.][added: modernization, including:]

uMission Software – We deliver trusted national security software [added: leveraging artificial intelligence tools] for defense, intelligence, and homeland security customers.

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

uMulti-Domain Solutions – We provide services by using artificial intelligence and machine learning to coordinate sea, ground, air and space rapidly and [removed: securely, helping our] [added: securely to provide] warfighters [removed: have] the right information at the right time [removed: to take action with decision] [added: for mission] advantage.

uCyber Operations – We offer full-spectrum cyber solutions to include offensive, defensive, and physical cyber [removed: operations.][added: operations delivering global-scale cryptographic management solutions to protect our customers’ most critical information and assets.]

uIntelligence Analysis, Mission Support, and Global Logistics Services – We provide intelligence analysis, operational support, logistics operations, security, linguistics, force production, biometrics, Chemical, Biological, Radiological, Nuclear, and Explosives, energetics, [added: training] and [removed: training.][added: other services to Intelligence Community customers.]

uDigital Modernization [added: and Transformation] – We provide worldwide digital support for our nation’s largest and most critical infrastructure.

We design, develop, [removed: implement] [added: implement, protect] and maintain IT environments to provide [removed: stability] [added: stability, security] and flexibility to mission needs.

[removed: uDigital Transformation –] We [added: also] deliver secure, user-centric IT solutions in cloud computing, mobility, application modernization, [removed: DevOps,] data center and network modernization, asset management, [removed: help] [added: support] desk operations and digital workplace enablement.

National Security & Digital represented 44% of total revenues for [added: both] fiscal [removed: 2024,] [added: 2025 and the fiscal year ended January 3, 2025 (“fiscal 2024”) and] 47% of total revenues for [removed: both] the fiscal year ended December 29, 2023 (“fiscal [removed: 2023”) and the fiscal year ended December 30, 2022 (“fiscal 2022”).][added: 2023”).]

Health & Civil represented 30% [removed: of total revenues] for [added: both] fiscal [added: 2025 and] 2024 and 27% of total revenues for [removed: both] fiscal [removed: 2023 and fiscal 2022.][added: 2023.]

uTransportation Solutions – Leidos is a trusted systems developer, service provider and integrator [removed: serving Air Navigation Service Providers] [added: for air navigation service providers] around the world, including the FAA.

[removed: u*Health] [added: uHealth] Mission [removed: Software*] [added: Software] – Leidos employs holistic-systems used for fielding applied technology solutions across the entire continuum of healthcare.

We deliver a single, common electronic health record to both [removed: DoD] [added: DoW] and VA hospitals and treatment facilities worldwide.

Our [removed: responsibilities] [added: offerings] range from integrating software for the electronic healthcare record vendor and dental record vendors to integrating picture archiving and communications software and more.

[added: uEnergy and Environment –] We support the critical missions of the Department of Energy (“DoE”), National Nuclear Security Administration, and National Science [removed: Foundation.][added: Foundation, providing infrastructure management and operation, logistical operations, information technology support, applied research efforts, as well as education and outreach support.]

Commercial & International represented [removed: 14%] [added: 13%] of total revenues for [removed: both] fiscal [removed: 2024 and 2023,] [added: 2025,] and [removed: 13%] [added: 14%] of total revenues for [added: both] fiscal [removed: 2022.][added: 2024 and 2023.]

uEnergy Infrastructure – Leidos partners with utilities seeking reliable energy modernization [removed: solutions, demonstrated by our strong relationships and collaboration with over 75 investor-owned utilities.][added: solutions.]

Our expertise spans power grid engineering and design, grid modernization, utility planning and consulting, energy management and efficiency, [removed: technical] and [removed: financial consulting, and] technology-driven innovation, including software and application development.

With over 30,000 products deployed across more than 120 countries, [removed: we lead the aviation screening equipment sector,] including people scanners, computed tomography carry-on baggage scanners, checked baggage scanners, and explosive trace detectors.

[removed: Leidos is] [added: We are] also the primary supplier [removed: of mobile, non-intrusive inspection systems] to CBP and other [removed: international customers.]

[removed: Our Ports & Borders solutions] [added: international customers of mobile, non-intrusive ports and borders inspection systems that] secure the flow of travel and trade by effectively detecting and mitigating threats across cargo, vehicles, and individuals.

Our digital [removed: solution features] [added: solutions feature] a secure and scalable open-architecture platform that transforms airport security by integrating disparate devices and technologies into a unified management system.

Defense Systems addresses threats facing our nation by rapidly prototyping and delivering advanced hardware, software, and integrated systems solutions for the [removed: U.S. Department of Defense,] [added: DoW,] Army, Navy, Air Force, Space Force, Marine Corps, United States Special Operations Command, [removed: NASA,] Defense Advanced Research Projects [removed: Agency, intelligence agencies,] [added: Agency] and [removed: international customers.][added: intelligence agencies.]

We are heavily engaged in the top defense Research Development Test and Evaluation priorities that are driven by [removed: critical] evolving [removed: threat-driven needs.][added: global threats.]

[removed: The Defense Systems] [added: This] business is dedicated to delivering cost-effective solutions [added: and services] in the space, airborne, [removed: land, maritime] [added: land] and [removed: cyber] [added: maritime] domains and supporting critical missions worldwide.

Defense Systems represented [removed: 12%] [added: 13%] of total revenues for [removed: both] fiscal [removed: 2024 and 2023,] [added: 2025,] and [removed: 13%] [added: 12%] of total revenues for [added: both] fiscal [removed: 2022.][added: 2024 and 2023.]

We execute airborne training, intelligence, surveillance, and reconnaissance missions as a service for the [removed: DoD,] [added: DoW,] the U.S. Intelligence Community, and military services worldwide.

uLand Systems – We develop Integrated Air and Missile Defense systems, including the US Army Enduring Indirect Fire Protection [removed: Capability] [added: Capability, Army Long Range Persistent Surveillance radar capability] and AirShield systems.

We design and manufacture [added: other] persistent surveillance radar systems, advanced sensors, and radio frequency seekers, including the associated advanced algorithms that accompany them.

uMaritime Systems – On and under the sea, we offer a wide range of [added: innovative] capabilities.

We [removed: continue to enhance our surface and subsurface autonomous and unmanned technologies to help make maritime operations safer and more efficient for government and industry by providing] [added: provide] innovative platforms, software solutions for vessel control and [added: common core] autonomous behaviors, [removed: leading] [added: enhanced] sensor systems, [added: advanced] signal processing, [added: secure] communications hardware and software to [added: fully] support these vital missions.

Our naval architecture [added: and marine engineering] services span [removed: the] [added: an] entire ship’s lifetime, from early-stage concept designs through [removed: detailed design, shipyard construction support, full lifecycle and sustainment support, ship alterations,] service life [removed: extensions, and disposal.][added: extensions.]

uAerospace Systems – We provide expertise in the design, manufacturing, and integration of space-based electro-optic infrared [removed: system,] [added: systems,] multi/hyperspectral, electronic warfare and signals intelligence, and communications payloads.

We [added: also] manufacture structures and thermal protection systems for hypersonic boost-glide missiles, and we provide testing services for hypersonic vehicles.

Headquartered in Reston, Virginia, with 47,000, global employees, we pursue strategic growth across five pillars: space and maritime; energy infrastructure; digital modernization and cyber; mission software; and managed health services.

Our National Security & Digital business provides leading-edge and technologically advanced services, solutions and products across substantially all U.S. federal government customers.

We accelerate enterprise transformation using customizable roadmaps and repeatable processes in both classified and unclassified environments for our customers.

Our core capabilities include:

We also deliver crucial automation and capability development services to customers responsible for ensuring the safety and efficiency of air travel.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

We continue to enhance our surface and subsurface autonomous and unmanned technologies to make maritime operations safer and more efficient.

uAirborne Systems – Leidos develops and integrates mission-enhancing airborne solutions.

During fiscal 2025, we completed the acquisition of Savanna Industries, Inc. ("Kudu Dynamics").

During fiscal 2025, we completed an immaterial disposition of a business within our Commercial & International segment.

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We continue to invest in our employees through the continuous improvement of our Total Rewards plans and programs.

Our Total Rewards philosophy is built on providing competitive, market-based compensation; comprehensive and flexible benefits; and programs that support employees’ overall well-being, financial security, and career growth.

These offerings are designed to attract, retain, and motivate a highly skilled workforce.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

We have career advisors that meet one-on-one with employees in key talent segments to provide career coaching and mobility counseling.

We provide a variety of leadership development offerings, comprised of formal training programs, live leader labs and self-paced e-learning.

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We compete domestically and internationally against products and services of the companies listed above, numerous smaller competitors and startups, and increasingly, non-traditional and non-U.S. defense contractors.

Technological advances, including artificial intelligence, autonomy and robotics, changing customer requirements, as well as the ongoing significant reform of the Federal Acquisition Regulation ("FAR") are enabling expanded competition from both traditional and non-traditional competitors.

We compete by offering strong technical expertise, mission understanding, and retaining qualified staff, including those with security clearances.

We focus on fair pricing and program execution.

Our competitive edge also comes from our proven track record, strong cybersecurity and compliance, reliable supply chain, effective data management, and our ability to use commercial technologies and AI integration at scale.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

uthe DoW Cybersecurity Maturity Model Certification ("CMMC"), which is phasing-in between November 2025 and November 2028 and requires us to meet or exceed certain specified cybersecurity standards to be eligible for new contract awards with the DoW; and

uthe recent executive order titled "Prioritizing the Warfighter in Defense Contracting,"

urequire compliance with federal agency- specific cybersecurity standards in agency acquisition supplements such as DFARS;

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

urestrict the conduct of stock buybacks or issuance of dividends during the continuation of any period in which the Secretary of War determines that we are underperforming on our government contracts or have insufficient prioritization, investment, or production speed; and

urequire that future government contracts (including renewals) restrict executive incentive compensation in a manner that is contingent on certain specified criteria, including on-time delivery of projects, increased production, and the facilitation of certain domestic investments and operating improvements.

In particular, pursuant to Executive Order 14275, “Restoring Common Sense to Federal Procurement,” issued on April 15, 2025, the U.S. government is undertaking the first-ever comprehensive overhaul of the FAR which is expected to return the FAR to its statutory roots, rewrite it in plain language, and remove most non-statutory rules.

ufederal data privacy laws pursuant to contract, such as the Privacy Act, when applicable.

Moreover, regulation of artificial intelligence, including generative artificial intelligence, machine learning, and similar data-driven technologies (collectively, “AI”) is rapidly evolving and legislators and regulators worldwide are increasingly focused on these powerful emerging technologies.

The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, data privacy (including automated decision making), cybersecurity, consumer protection, competition and equal opportunity laws and regulations, and are expected to be subject to additional regulation, new legal frameworks or new application of existing frameworks.

In particular, several states, including Colorado and California, have passed or proposed laws and regulations that specifically address various facets and uses of AI.

In Europe, the EU’s Artificial Intelligence Act (the “AI Act”), which began phasing-in in 2025, establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU.

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Headquartered in Reston, Virginia, with 48,000, global employees, we bring domain-specific capabilities, technologies and insights to customers in each of these markets by leveraging seven technical core capabilities: trusted mission artificial intelligence, cyber operations, digital modernization, mission software systems, integrated systems, mission operations, and rapid prototyping and manufacturing.

Applying our technically-advanced solutions to help solve our customers’ most difficult problems has enabled us to build strong relationships with key customers.

Beginning in fiscal 2024, we realigned our business and operate in four reportable segments that are focused on specific, defined capability sets we bring to our customers.

As a result of this change, prior year segment results and disclosures have been recast to reflect the current reportable segment structure.

Our National Security & Digital business provides leading-edge and technologically advanced services, solutions and products, as well as mission software capabilities for defense and intelligence customers in the areas of cyber, logistics, security operations and decision analytics.

We also deliver IT operations and digital transformation programs across all U.S. federal government customers.

Our capabilities allow us to provide innovative technology solutions in software development, engineering & design, modeling & simulation, analytics, cyber security, intelligence analysis, linguistics and mission operations.

Our mission software aims to provide the decision advantage for protecting the homeland, securing critical infrastructure, enabling logistics and conducting multi-domain operations.

The core of this capability offering is our Secure Development Operations approach that is designed to ensure our code is secure and assured from the start, enabling our mission partners to focus on execution.

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PART I

We apply an open architecture approach to digitally connect the joint force across air, land, sea, cyber and space domains in support of the DoD’s multi-domain operations through innovative solutions, essential services and enriched data management tools facilitating critical decision making.

We drive new advances for our customers in the areas of Zero Trust, Cognitive Cyber, Quantum Cryptography, Identity, Credential and Access Management.

We deliver global-scale cryptographic management solutions to protect our customers’ most critical information and assets.

In addition, we deliver tailored IT services and solutions to our customers.

We offer product support and lifecycle sustainment services to our customers, including planning and managing the cost and performance across the product’s lifecycle.

We offer reverse engineering, classified manufacturing and design, and threat exploitation services to U.S. Intelligence Community customers.

We use predictive analytics and AI to securely deliver transformational logistics to our customers.

We provide a wide range of integrated logistics systems, including rapid procurement, inventory and facility management, and distribution systems.

Our capabilities support offerings including cybersecurity, data analytics, and operations and logistics.

Our cybersecurity solutions help detect and manage the most sophisticated cyber threats.

We help our customers achieve their missions and business goals by delivering purpose-built solutions, cybersecurity as a standard, efficient project delivery and end-user satisfaction.

We accelerate enterprise transformation using customizable roadmaps and repeatable processes, enabling customers to effectively use their resources and advance their objectives.

Using our cyber expertise, we continually enhance our techniques and processes to build systems that operate resiliently in the face of evolving cyber threats.

Leidos is modernizing enterprise IT in classified and unclassified environments, including programs with the FAA, NASA, U.S. Department of Justice, Internal Revenue Service, U.S. MINT, U.S. Department of Commerce, U.S. Federal Trade Commission, and U.S. Department of Housing and Urban Development.

Our core capabilities include health information management services, managed health services, systems and infrastructure modernization, and life sciences research and development.

We help customers achieve their missions and take on the connected world with data-driven insights, improved efficiencies and technological advantages.

We deliver many of the FAA’s key automation systems and services, including the En Route Automation Modernization (“ERAM”), Advanced Technologies and Oceanic Procedures (“ATOP”), Time Based Flow Management, Terminal Flight Data Manager, Enterprise-Information Display System, Geo-7 and Future Flight Services.

Leidos received 10 plus year extensions to the ERAM and ATOP contracts for continued delivery of the evolving National Airspace System needs.

In addition, under the Mode S Beacon Replacement Systems contract, Leidos is supporting the replacement of the FAA’s Mode S Beacon Systems, which are secondary surveillance radar capable of providing surveillance and specific aircraft information necessary to support Air Traffic Control automation in all traffic environments.

We also provide key air traffic control systems around the world, including New Zealand and South Korea.

We support cybersecurity across all integrated systems.

We also provide enterprise IT solutions to the VA, National Institutes of Health (“NIH”), DoD and other federal health customers to help operate mission critical infrastructure reliably and at a reasonable cost.

We believe that these capabilities can be expanded into other clinical adjacencies.

uClimate, Energy and Environment – We believe that we are trusted by government agencies with substantial environmental and sustainability driven-missions.

We strive to ensure that our reputation across climate science, environmental management and operations, nuclear security, infrastructure management, mission support and IT modernization provides the applicable expertise needed to transform operations while modernizing aging infrastructure and maintaining environmental stewardship.

At the DoE Hanford site, we provide site-wide infrastructure management and operation, including oversight of land and logistics, public works, information technology, fleet transportation, environmental sustainability, and compliance, first responder services and future project planning.

At the National Energy Technology Laboratory, we actively conduct and support fundamental and applied research efforts, including providing product and logistical support comprising strategic business development, technology transfer and agreements and education and outreach support for the effective and efficient execution of research programs.

Most notably, on behalf of the U.S. government and the public trust, we operate the Frederick National Laboratory for Cancer Research, where we employ thousands of scientists, technicians, administrators and support staff.

[removed: ][added: ]

For the fiscal year ended January [removed: 3, 2025][added: 2, 2026]

As of [removed: June 28, 2024,] [added: July 4, 2025,] which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of Leidos Holdings, Inc. common stock (based upon the closing price of the stock on the New York Stock Exchange) held by non-affiliates of the registrant was [removed: $19,549,744,128.][added: $21,002,965,945.]

The number of shares issued and outstanding of the registrant’s class of common stock as of February [removed: 4, 2025,] [added: 10, 2026,] was [removed: 131,167,372] [added: 126,392,684] shares ($.0001 par value per share).

Portions of Leidos Holdings, Inc.’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: (”2025] [added: (”2026] Proxy Statement”) are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Forward-Looking [removed: Statements](#ib4ad8d170a514e28987e6c98567efdc2_10)] [added: Statements](#i82dae884669749d7a7e125515b5a4f78_10)] | | | [removed: [1](#ib4ad8d170a514e28987e6c98567efdc2_10)] [added: [1](#i82dae884669749d7a7e125515b5a4f78_10)] | | |

| [Item [removed: 1.](#ib4ad8d170a514e28987e6c98567efdc2_16) [](#ib4ad8d170a514e28987e6c98567efdc2_16)[Business](#ib4ad8d170a514e28987e6c98567efdc2_16)] [added: 1. Business](#i82dae884669749d7a7e125515b5a4f78_16)] | | | [removed: [3](#ib4ad8d170a514e28987e6c98567efdc2_16)] [added: [3](#i82dae884669749d7a7e125515b5a4f78_16)] | | |

| [Item 1A. Risk [removed: Factors](#ib4ad8d170a514e28987e6c98567efdc2_19)] [added: Factors](#i82dae884669749d7a7e125515b5a4f78_19)] | | | [removed: [14](#ib4ad8d170a514e28987e6c98567efdc2_19)] [added: [13](#i82dae884669749d7a7e125515b5a4f78_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ib4ad8d170a514e28987e6c98567efdc2_22)] [added: Comments](#i82dae884669749d7a7e125515b5a4f78_22)] | | | [removed: [37](#ib4ad8d170a514e28987e6c98567efdc2_22)] [added: [37](#i82dae884669749d7a7e125515b5a4f78_22)] | | |

| [Item 1C. [removed: Cybersecurity](#ib4ad8d170a514e28987e6c98567efdc2_25)] [added: Cybersecurity](#i82dae884669749d7a7e125515b5a4f78_25)] | | | [removed: [37](#ib4ad8d170a514e28987e6c98567efdc2_25)] [added: [37](#i82dae884669749d7a7e125515b5a4f78_25)] | | |

| [Item [removed: 2.](#ib4ad8d170a514e28987e6c98567efdc2_28) [](#ib4ad8d170a514e28987e6c98567efdc2_28)[Properties](#ib4ad8d170a514e28987e6c98567efdc2_28)] [added: 2. Properties](#i82dae884669749d7a7e125515b5a4f78_28)] | | | [removed: [38](#ib4ad8d170a514e28987e6c98567efdc2_28)] [added: [39](#i82dae884669749d7a7e125515b5a4f78_28)] | | |

| [Item 3. Legal [removed: Proceedings](#ib4ad8d170a514e28987e6c98567efdc2_31)] [added: Proceedings](#i82dae884669749d7a7e125515b5a4f78_31)] | | | [removed: [39](#ib4ad8d170a514e28987e6c98567efdc2_31)] [added: [39](#i82dae884669749d7a7e125515b5a4f78_31)] | | |

| [Item [removed: 4.](#ib4ad8d170a514e28987e6c98567efdc2_34) [](#ib4ad8d170a514e28987e6c98567efdc2_34)[Mine] [added: 4. Mine] Safety [removed: Disclosures](#ib4ad8d170a514e28987e6c98567efdc2_34)] [added: Disclosures](#i82dae884669749d7a7e125515b5a4f78_34)] | | | [removed: [39](#ib4ad8d170a514e28987e6c98567efdc2_34)] [added: [39](#i82dae884669749d7a7e125515b5a4f78_34)] | | |

| [Executive Officers of the [removed: Registrant](#ib4ad8d170a514e28987e6c98567efdc2_37)] [added: Registrant](#i82dae884669749d7a7e125515b5a4f78_37)] | | | [removed: [40](#ib4ad8d170a514e28987e6c98567efdc2_37)] [added: [40](#i82dae884669749d7a7e125515b5a4f78_37)] | | |

| [Item [removed: 5.](#ib4ad8d170a514e28987e6c98567efdc2_43) [](#ib4ad8d170a514e28987e6c98567efdc2_43)[Market] [added: 5. Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of [removed: Equity](#ib4ad8d170a514e28987e6c98567efdc2_43) [](#ib4ad8d170a514e28987e6c98567efdc2_43)[Securities](#ib4ad8d170a514e28987e6c98567efdc2_43)] [added: Equity Securities](#i82dae884669749d7a7e125515b5a4f78_43)] | | | [removed: [43](#ib4ad8d170a514e28987e6c98567efdc2_43)] [added: [42](#i82dae884669749d7a7e125515b5a4f78_43)] | | |

| [Item [removed: 6.](#ib4ad8d170a514e28987e6c98567efdc2_46) [](#ib4ad8d170a514e28987e6c98567efdc2_46)[\[Reserved\]](#ib4ad8d170a514e28987e6c98567efdc2_46)] [added: 6. \[Reserved\]](#i82dae884669749d7a7e125515b5a4f78_46)] | | | [removed: [45](#ib4ad8d170a514e28987e6c98567efdc2_46)] [added: [43](#i82dae884669749d7a7e125515b5a4f78_46)] | | |

| [Item [removed: 7.](#ib4ad8d170a514e28987e6c98567efdc2_49) [](#ib4ad8d170a514e28987e6c98567efdc2_49)[Management’s] [added: 7. Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib4ad8d170a514e28987e6c98567efdc2_49)] [added: Operations](#i82dae884669749d7a7e125515b5a4f78_49)] | | | [removed: [46](#ib4ad8d170a514e28987e6c98567efdc2_49)] [added: [44](#i82dae884669749d7a7e125515b5a4f78_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib4ad8d170a514e28987e6c98567efdc2_82)] [added: Risk](#i82dae884669749d7a7e125515b5a4f78_82)] | | | [removed: [57](#ib4ad8d170a514e28987e6c98567efdc2_82)] [added: [54](#i82dae884669749d7a7e125515b5a4f78_82)] | | |

| [Item [removed: 8.](#ib4ad8d170a514e28987e6c98567efdc2_85) [](#ib4ad8d170a514e28987e6c98567efdc2_85)[Financial] [added: 8. Financial] Statements and [removed: Supplementary](#ib4ad8d170a514e28987e6c98567efdc2_85) [](#ib4ad8d170a514e28987e6c98567efdc2_85)[Data](#ib4ad8d170a514e28987e6c98567efdc2_85)] [added: Supplementary Data](#i82dae884669749d7a7e125515b5a4f78_85)] | | | [removed: [58](#ib4ad8d170a514e28987e6c98567efdc2_85)] [added: [56](#i82dae884669749d7a7e125515b5a4f78_85)] | | |

| [Item [removed: 9.](#ib4ad8d170a514e28987e6c98567efdc2_187) [](#ib4ad8d170a514e28987e6c98567efdc2_187)[Changes] [added: 9. Changes] in and Disagreements with Accountants on Accounting and [removed: Financial](#ib4ad8d170a514e28987e6c98567efdc2_187) [](#ib4ad8d170a514e28987e6c98567efdc2_187)[Disclosure](#ib4ad8d170a514e28987e6c98567efdc2_187)] [added: Financial Disclosure](#i82dae884669749d7a7e125515b5a4f78_187)] | | | [removed: [104](#ib4ad8d170a514e28987e6c98567efdc2_187)] [added: [103](#i82dae884669749d7a7e125515b5a4f78_187)] | | |

| [Item 9A. Controls and [removed: Procedures](#ib4ad8d170a514e28987e6c98567efdc2_190)] [added: Procedures](#i82dae884669749d7a7e125515b5a4f78_190)] | | | [removed: [104](#ib4ad8d170a514e28987e6c98567efdc2_190)] [added: [103](#i82dae884669749d7a7e125515b5a4f78_190)] | | |

| [Item 9B. Other [removed: Information](#ib4ad8d170a514e28987e6c98567efdc2_196)] [added: Information](#i82dae884669749d7a7e125515b5a4f78_196)] | | | [removed: [106](#ib4ad8d170a514e28987e6c98567efdc2_196)] [added: [105](#i82dae884669749d7a7e125515b5a4f78_196)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib4ad8d170a514e28987e6c98567efdc2_3245)] [added: Inspections](#i82dae884669749d7a7e125515b5a4f78_199)] | | | [removed: [106](#ib4ad8d170a514e28987e6c98567efdc2_3245)] [added: [105](#i82dae884669749d7a7e125515b5a4f78_199)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ib4ad8d170a514e28987e6c98567efdc2_202)] [added: Governance](#i82dae884669749d7a7e125515b5a4f78_205)] | | | [removed: [107](#ib4ad8d170a514e28987e6c98567efdc2_202)] [added: [106](#i82dae884669749d7a7e125515b5a4f78_205)] | | |

| [Item 11. Executive [removed: Compensation](#ib4ad8d170a514e28987e6c98567efdc2_205)] [added: Compensation](#i82dae884669749d7a7e125515b5a4f78_208)] | | | [removed: [107](#ib4ad8d170a514e28987e6c98567efdc2_205)] [added: [106](#i82dae884669749d7a7e125515b5a4f78_208)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib4ad8d170a514e28987e6c98567efdc2_208)] [added: Matters](#i82dae884669749d7a7e125515b5a4f78_211)] | | | [removed: [108](#ib4ad8d170a514e28987e6c98567efdc2_208)] [added: [107](#i82dae884669749d7a7e125515b5a4f78_211)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ib4ad8d170a514e28987e6c98567efdc2_211)] [added: Independence](#i82dae884669749d7a7e125515b5a4f78_214)] | | | [removed: [108](#ib4ad8d170a514e28987e6c98567efdc2_211)] [added: [107](#i82dae884669749d7a7e125515b5a4f78_214)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#ib4ad8d170a514e28987e6c98567efdc2_214)] [added: Services](#i82dae884669749d7a7e125515b5a4f78_217)] | | | [removed: [108](#ib4ad8d170a514e28987e6c98567efdc2_214)] [added: [107](#i82dae884669749d7a7e125515b5a4f78_217)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#ib4ad8d170a514e28987e6c98567efdc2_220)] [added: Schedules](#i82dae884669749d7a7e125515b5a4f78_223)] | | | [removed: [109](#ib4ad8d170a514e28987e6c98567efdc2_220)] [added: [108](#i82dae884669749d7a7e125515b5a4f78_223)] | | |

| [Item 16. Form 10-K [removed: Summary](#ib4ad8d170a514e28987e6c98567efdc2_223)] [added: Summary](#i82dae884669749d7a7e125515b5a4f78_226)] | | | [removed: [112](#ib4ad8d170a514e28987e6c98567efdc2_223)] [added: [111](#i82dae884669749d7a7e125515b5a4f78_226)] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

udevelopments in the U.S. government defense and non-defense budgets, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, [added: initiatives aimed at improving governmental efficiency,] delays in the U.S. government budget process or a government shutdown, or the U.S. government’s failure to raise the debt ceiling, which increases the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession;

uour ability to accurately estimate costs, including cost increases due to inflation, associated with our firm-fixed-price [removed: (“FFP”)] contracts and other contracts;

uour ability to successfully integrate acquired businesses; [removed: and]

| [Part I](#i82dae884669749d7a7e125515b5a4f78_13) | | | | | |

| [Part II](#i82dae884669749d7a7e125515b5a4f78_40) | | | | | |

| [Part III](#i82dae884669749d7a7e125515b5a4f78_202) | | | | | |

| [Part IV](#i82dae884669749d7a7e125515b5a4f78_220) | | | | | |

| [Signatures](#i82dae884669749d7a7e125515b5a4f78_229) | | | [112](#i82dae884669749d7a7e125515b5a4f78_229) | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

uour ability to manage risks associated with our joint ventures, including those in which we are a minority owner and do not operate the assets;

uour ability to complete the acquisition of KENE Parent, Inc. (“Entrust”) or successfully integrate Entrust to achieve the expected benefits of such acquisition; and

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| [Part I](#ib4ad8d170a514e28987e6c98567efdc2_13) | | | | | |

| [Part II](#ib4ad8d170a514e28987e6c98567efdc2_40) | | | | | |

| [Part III](#ib4ad8d170a514e28987e6c98567efdc2_199) | | | | | |

| [Part IV](#ib4ad8d170a514e28987e6c98567efdc2_217) | | | | | |

| [Signatures](#ib4ad8d170a514e28987e6c98567efdc2_226) | | | [113](#ib4ad8d170a514e28987e6c98567efdc2_226) | | |

We maintain technologies, programs and processes designed to assess, identify, manage [removed: and mitigate cybersecurity risks.]

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

and mitigate cybersecurity risks.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 38 | | | Leidos Holdings, Inc. Annual Report | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

PART I

As of January [removed: 3, 2025,] [added: 2, 2026,] we conducted our operations in [removed: 412] [added: 361] locations in [removed: 44] [added: 43] states, the District of Columbia and various foreign countries.

We occupy approximately [removed: 8.4] [added: 8.8] million square feet of floor space.

Our major locations are in the Washington, D.C., metropolitan area, where we occupy a combination of leased and owned floor space of approximately [removed: 1.8] [added: 1.9] million square feet.

As of January [removed: 3, 2025,] [added: 2, 2026,] we owned the following properties:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 38 | | | Leidos Holdings, Inc. Annual Report | | |

[Table of Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)

PART I

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

The following is a list of the names and ages (as of February [removed: 11, 2025)] [added: 17, 2026)] of our executive officers, indicating all positions and offices held by each such person and each such person’s business experience during at least the past five years.

| Thomas A. Bell | | | [removed: 64] [added: 65] | | | Mr. Bell serves as the Chief Executive Officer of Leidos. He joined Leidos as CEO on May 3, 2023. Mr. Bell has held leadership roles as President – Defense Rolls-Royce plc; Chairman and CEO – Rolls-Royce North America (Rolls-Royce) since February 2018. Prior to that, Mr. Bell was Senior Vice President of global sales and marketing for defense, space and security at The Boeing Company (Boeing) from 2015. Before joining Boeing in 2015, Mr. Bell was President of Rolls-Royce Defense Aerospace, having joined as President, Customer Business, North America in mid-2012. | | |

| Christopher R. Cage | | | [removed: 53] [added: 54] | | | Mr. Cage has served as Executive Vice President and Chief Financial Officer since July 2021. He has served in several capacities throughout his [removed: 25-year] [added: 26-year] tenure with Leidos, including Senior Vice President, Chief Accounting Officer and Corporate Controller, Senior Vice President for Financial Planning and Analysis and Chief Financial Officer for the Health Group. | | |

| Daniel Atkinson | | | [removed: 46] [added: 47] | | | Mr. Atkinson has served as the Senior Vice President, Chief Accounting Officer and Corporate Controller since 2024. Previously, he served as the Company's Assistant Corporate Controller since June 2021. Prior to joining Leidos, Mr. Atkinson was Director of Technical Accounting and Revenue Recognition at Booz Allen Hamilton from April 2018 until June 2021. He also held key leadership roles within the controller's organization at CSRA, Inc. from October 2016 to April 2018. | | |

| Daniel J. Antal | | | [removed: 53] [added: 54] | | | Mr. Antal has served as Executive Vice President and General Counsel since April 2024. He rejoined Leidos in April 2024 after serving as General Counsel for Rolls-Royce Defense and North America since January 2021. Prior to joining Leidos, Mr. Antal served as U.S. senior counsel for a Canadian based A&E firm, and previously spent 10 years with MWH Global. He held a variety of leadership roles at MWH, including as Associate General Counsel, Director of Risk Management for the Middle East, and completed a two-year assignment in the UK in operational capacity, where he led the integration of a strategic acquisition and assumed the role of International Managing Director. | | |

| Elizabeth M. Porter | | | [removed: 54] [added: 55] | | | Ms. Porter has served as President for the Health and Civil Sector since January 2024. Previously, she served as President for our Health Group since August 2020 and, before that, as Acting Group President for the Health Group since March 2020. Ms. Porter also served as Senior Vice President and Operation Manager for Leidos’ Federal Energy and Environment business. Prior to that role, Ms. Porter served as the Department of Defense Information Networks & Mission Partner Program Director. Prior to joining Leidos, Ms. Porter served Lockheed Martin Corporation in several capacities, most recently as Director of Energy Initiatives, Corporate Engineering and Technology. | | |

| Roy Stevens | | | [removed: 56] [added: 58] | | | Mr. Stevens has served as President for the National Security Sector since January 2024. [removed: Previously, he served as President for our Intelligence Group] [added: Mr. Stevens has been a Leidos corporate officer] since [removed: July 2021, and before that, as Chief] [added: 2018 serving in a variety] of [removed: Business Development and Strategy. Prior] [added: executive roles prior] to [added: this including Chief Growth Officer and Intelligence Group President. Before] joining Leidos, Mr. Stevens served [added: in several senior leadership positions at] Lockheed Martin Corporation [removed: in a variety of executive level positions for] over 20 [removed: years, most recently as Vice President of Global Solutions under the Information Systems & Global Solutions business, and has also been integral to the merger and acquisition of several companies during his career.] [added: years.] He [added: currently] serves on the Board of Directors for [added: Cornerstones and] the Intelligence and National Security [removed: Alliance and Cornerstones] [added: Alliance,] as well as the [removed: Advisory] Board [added: of Advisors] for the Center for a New American Security. | | |

| Thomas C. Sanglier | | | [removed: 64] [added: 65] | | | Mr. Sanglier has served as Senior Vice President and Chief Audit Executive since July 2022. Prior to joining Leidos, Mr. Sanglier served as Senior Director, Internal Audit with Raytheon Technologies from November 2016 to June 2022 and as a Partner with Ernst & Young’s Advisory practice serving private and public organizations in the technology, manufacturing and professional services industries during June 2008 to December 2010. He previously served as Chair of the North American Board and a member of the Global Board of the Institute of Internal Auditors (“IIA”) from April 2022 to March 2023. He has been involved as a volunteer leader with the IIA since becoming a member in 2011. Mr. Sanglier has also served as a member of The IIA’s Audit Committee, Guidance Development Committee, North American Publications Advisory Committee and multiple task forces. | | |

| Leslie Fautsch | | | [removed: 52] [added: 53] | | | Ms. Fautsch has served as Chief Human Resources Officer of Leidos since October 2024. Ms. Fautsch has held several key leadership roles at Leidos, including Senior Vice President for Human Resources Operations and Total Rewards, Vice President of Human Resources Strategic Operations, and Vice President of Human Resources for corporate and enterprise functions. Prior to joining Leidos in 2011, she held senior leadership roles in Human Resources management, employee relations, and ethics at Northrop Grumman. | | |

| Cindy Gruensfelder | | | [removed: 59] [added: 60] | | | Ms. Gruensfelder has served as the President of the Defense Systems Sector since January 2024. Ms. Gruensfelder has extensive Aerospace and Defense leadership expertise, serving for more than 30 years in a variety of leadership roles at Boeing, and its heritage company, McDonnell Douglas. She served as Vice President and General Manager of the Missile and Weapon Systems (“MWS”), division of Boeing Defense, Space & Security, from April 2021 to November 2022, and prior to that role, as Vice President of Weapons for the MWS division from October 2018 to April 2021. | | |

| Steve Hull | | | [removed: 55] [added: 56] | | | Mr. Hull has served as the President for the Digital Modernization Sector since January 2024. Previously, he served as Executive Vice President and Operations Manager for Enterprise and Cyber Solutions at Leidos from March 2022 through December 2023, and Chief Information Officer (“CIO”) at Leidos from August 2016 through March 2022. Prior to joining Leidos, Mr. Hull served as the CIO of the Lockheed Martin Corporation’s Information Systems & Global Solutions business area from January 2013 through August 2016, ensuring operations and security of IT systems for over 20,000 employees. Mr. Hull has over 30 years of experience in the IT field. | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| Jason O'Connor | | | 56 | | | Mr. O’Connor has served as Senior Vice President for our Cyber and Analytics business area since January 2024, and before that, led numerous business areas including National Solutions, Homeland Security, and served as Deputy President for our Advanced Solutions Group. Prior to joining Leidos, Mr. O’Connor served Lockheed Martin Corporation in a variety of executive level positions for over 25 years, including Vice President of National Solutions and Vice President of Engineering & Chief Technology Officer for Intelligence under the Information Systems & Global Solutions business. | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

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| Name of Officer | | | Age | | | Position(s) with the company and prior business experience | | |

| Gerard A. Fasano | | | 59 | | | Mr. Fasano has served as Executive Vice President, Chief Growth Officer since January 2024. Previously, he served as President for our Defense Group since October 2018. Mr. Fasano also served as the Company’s Chief of Business Development and Strategy Officer, and led the separation from the Lockheed Martin Corporation and the integration of the Information Systems & Global Solutions Business into Leidos. Prior to joining Leidos, Mr. Fasano served Lockheed Martin Corporation for over 30 years. | | |

[T](#ib4ad8d170a514e28987e6c98567efdc2_7)[able of Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)

EXECUTIVE OFFICERS OF THE REGISTRANT

| James F. Carlini | | | 59 | | | Mr. Carlini has served as Chief Technology Officer of Leidos since June 2019. Prior to joining Leidos, Mr. Carlini founded and operated a national security consultancy from May 2006 to October 2018. Previously, Mr. Carlini served at Northrop Grumman Electronic Systems from July 2002 to May 2006, with his last position being Vice President of Advanced Development Programs. He also served at the Defense Advanced Research Projects Agency (DARPA) for six years, with his last position being Director of the Special Projects Office. Mr. Carlini is a former member of the United States Army Science Board and the United States Air Force Scientific Advisory Board. He is currently a member of the Department of Defense’s Defense Science Board. | | |

| M. Victoria Schmanske | | | 62 | | | Ms. Schmanske has served as the President of the Commercial and International Sector since January 2024. Previously, she served as the Executive Vice President of Leidos Corporate Operations since July 2021, and before that, as President for the Intelligence Group. Ms. Schmanske has also served as the Leidos Chief Administrative Officer and Deputy President and Chief Operations Officer for the Health Group. Prior to joining Leidos, Ms. Schmanske served Lockheed Martin Corporation for over 30 years, most recently as Vice President for Operations IS&GS. She serves on multiple outside boards to include the University of Virginia School of Data Science Advisory Board, the Virginia Engineering Foundation Board of Directors, and The Women’s Center. | | |

| 42 | | | Leidos Holdings, Inc. Annual Report | | |

As of February [removed: 4, 2025,] [added: 10, 2026,] there were approximately [removed: 16,202] [added: 15,268] holders of record of Leidos common stock.

During fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we declared and paid quarterly dividends totaling [removed: $1.54] [added: $1.63] and [removed: $1.46] [added: $1.54] per share, respectively, of Leidos common stock.

The following graph compares the total cumulative five-year return on Leidos common stock through January [removed: 3, 2025,] [added: 2, 2026,] to two indices: (i) the Standard & Poor’s 500 Composite index and (ii) the Standard & Poor’s 500 IT Services Industry index.

The graph assumes an initial investment of $100 on January [removed: 3, 2020,] [added: 1, 2021,] and that dividends, if any, have been reinvested.

| [removed: Leidos Holdings, Inc. Annual Report] [added: 42] | | | [removed: 43] [added: Leidos Holdings, Inc. Annual Report] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

[removed: ][added: ]

| ] [added: purple.jpg](https://www.sec.gov/Archives/edgar/data/1336920/000133692026000030/ldos-20260102_g3.jpg)] | | | Leidos Holdings, Inc. | | | [removed: ] [added: ] | | | S&P 500 Composite Index | | | ] [added: k30%.jpg](https://www.sec.gov/Archives/edgar/data/1336920/000133692026000030/ldos-20260102_g5.jpg)] | | | S&P 500 IT Services Index | | |

| Company/Market/Peer Group | | | [removed: 1/3/2020 | | |] 1/1/2021 | | | 12/31/2021 | | | 12/30/2022 | | | 12/29/2023 | | | 1/3/2025 | | | [added: 1/2/2026 | | |]

The following table presents information related to the repurchases of our common stock during the quarter ended January [removed: 3, 2025:][added: 2, 2026:]

| Leidos Holdings, Inc. | | | $ | 100.00 | | $ | 85.80 | | $ | 103.00 | | $ | 107.64 | | $ | 147.91 | | $ | 186.30 | |

| S&P 500 Composite Index | | | $ | 100.00 | | $ | 126.89 | | $ | 102.22 | | $ | 126.99 | | $ | 158.21 | | $ | 182.60 | |

| S&P 500 IT Services Index | | | $ | 100.00 | | $ | 103.89 | | $ | 83.62 | | $ | 109.91 | | $ | 122.42 | | $ | 117.44 | |

| October 4, 2025 - October 31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,234,632 | | |

| November 1, 2025 - November 30, 2025 | | | | | | 830,800 | | | | | | 190.99 | | | | | | 830,800 | | | | | | 2,403,832 | | |

| December 1, 2025 - December 31, 2025 | | | | | | 760,116 | | | | | | 188.84 | | | | | | 748,138 | | | | | | 1,655,694 | | |

| January 1, 2026 - January 2, 2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,655,694 | | |

| Total | | | | | | 1,590,916 | | | | | | $ | 189.96 | | | | | 1,578,938 | | | | | | | | |

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PART II

| Leidos Inc. | | | $ | 100.00 | | $ | 107.22 | | $ | 91.99 | | $ | 110.43 | | $ | 115.41 | | $ | 158.58 | |

| S&P 500 Composite Index | | | $ | 100.00 | | $ | 116.11 | | $ | 147.34 | | $ | 118.69 | | $ | 147.45 | | $ | 183.70 | |

| S&P 500 IT Services Index | | | $ | 100.00 | | $ | 120.77 | | $ | 125.47 | | $ | 100.99 | | $ | 132.74 | | $ | 147.85 | |

| September 28, 2024 - September 30, 2024 | | | | | | 62.00 | | | | | | $ | 157.06 | | | | | — | | | | | | 9,819,502 | | |

| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,819,502 | | |

| November 1, 2024 - November 30, 2024 | | | | | | 1,471,766 | | | | | | 169.86 | | | | | | 1,471,766 | | | | | | 8,347,736 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 942,326 | | | | | | 159.18 | | | | | | 942,326 | | | | | | 7,405,410 | | |

| January 1, 2025 - January 3, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,405,410 | | |

| Total | | | | | | 2,414,154 | | | | | | $ | 165.69 | | | | | 2,414,092 | | | | | | | | |

| 44 | | | Leidos Holdings, Inc. Annual Report | | |

| Leidos Holdings, Inc. Annual Report | | | [removed: 45] [added: 43] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#ib4ad8d170a514e28987e6c98567efdc2_97)] [added: Firm](#i82dae884669749d7a7e125515b5a4f78_97)] (PCAOB ID No. 34) | | | [removed: [59](#ib4ad8d170a514e28987e6c98567efdc2_97)] [added: [57](#i82dae884669749d7a7e125515b5a4f78_97)] | | |

| [Consolidated Balance Sheets as [removed: of](#ib4ad8d170a514e28987e6c98567efdc2_100) [January] [added: of January](#i82dae884669749d7a7e125515b5a4f78_100) [2](#i82dae884669749d7a7e125515b5a4f78_100)[, 202](#i82dae884669749d7a7e125515b5a4f78_100)[6](#i82dae884669749d7a7e125515b5a4f78_100)[, and](#i82dae884669749d7a7e125515b5a4f78_100) [J](#i82dae884669749d7a7e125515b5a4f78_100)anuary] 3, [removed: 2025](#ib4ad8d170a514e28987e6c98567efdc2_100)[,](#ib4ad8d170a514e28987e6c98567efdc2_100) [and](#ib4ad8d170a514e28987e6c98567efdc2_100) [D](#ib4ad8d170a514e28987e6c98567efdc2_100)ecember 29, 2023] [added: 2025] | | | [removed: [62](#ib4ad8d170a514e28987e6c98567efdc2_100)] [added: [59](#i82dae884669749d7a7e125515b5a4f78_100)] | | |

| [Consolidated Statements of Operations for the fiscal years [removed: ended](#ib4ad8d170a514e28987e6c98567efdc2_103) [](#ib4ad8d170a514e28987e6c98567efdc2_103)[January] [added: ended January](#i82dae884669749d7a7e125515b5a4f78_103) [2](#i82dae884669749d7a7e125515b5a4f78_103)[, 202](#i82dae884669749d7a7e125515b5a4f78_103)[6](#i82dae884669749d7a7e125515b5a4f78_103)[,](#i82dae884669749d7a7e125515b5a4f78_103) [January] 3, [removed: 2025](#ib4ad8d170a514e28987e6c98567efdc2_103)[, December](#ib4ad8d170a514e28987e6c98567efdc2_103) [29, 2023](#ib4ad8d170a514e28987e6c98567efdc2_103)[,](#ib4ad8d170a514e28987e6c98567efdc2_103) [and December](#ib4ad8d170a514e28987e6c98567efdc2_103) [3](#ib4ad8d170a514e28987e6c98567efdc2_103)0, 2022] [added: 2025](#i82dae884669749d7a7e125515b5a4f78_103)[, and December](#i82dae884669749d7a7e125515b5a4f78_103) [2](#i82dae884669749d7a7e125515b5a4f78_103)9, 2023] | | | [removed: [63](#ib4ad8d170a514e28987e6c98567efdc2_103)] [added: [60](#i82dae884669749d7a7e125515b5a4f78_103)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#ib4ad8d170a514e28987e6c98567efdc2_106)] [added: ended January](#i82dae884669749d7a7e125515b5a4f78_106) [2](#i82dae884669749d7a7e125515b5a4f78_106)[, 202](#i82dae884669749d7a7e125515b5a4f78_106)[6](#i82dae884669749d7a7e125515b5a4f78_106)[,](#i82dae884669749d7a7e125515b5a4f78_106)] [January 3, [removed: 2025](#ib4ad8d170a514e28987e6c98567efdc2_106)[, December](#ib4ad8d170a514e28987e6c98567efdc2_106) [29, 2023](#ib4ad8d170a514e28987e6c98567efdc2_106)[,](#ib4ad8d170a514e28987e6c98567efdc2_106) [and December](#ib4ad8d170a514e28987e6c98567efdc2_106) [3](#ib4ad8d170a514e28987e6c98567efdc2_106)0, 2022] [added: 2025](#i82dae884669749d7a7e125515b5a4f78_106)[, and](#i82dae884669749d7a7e125515b5a4f78_106) [December](#i82dae884669749d7a7e125515b5a4f78_106) 29, 2023] | | | [removed: [64](#ib4ad8d170a514e28987e6c98567efdc2_106)] [added: [61](#i82dae884669749d7a7e125515b5a4f78_106)] | | |

| [Consolidated Statements of Equity for the fiscal years [removed: ended](#ib4ad8d170a514e28987e6c98567efdc2_109)] [added: ended January](#i82dae884669749d7a7e125515b5a4f78_109) [2](#i82dae884669749d7a7e125515b5a4f78_109)[, 202](#i82dae884669749d7a7e125515b5a4f78_109)[6](#i82dae884669749d7a7e125515b5a4f78_109)[,](#i82dae884669749d7a7e125515b5a4f78_109)] [January 3, [removed: 2025](#ib4ad8d170a514e28987e6c98567efdc2_109)[, December](#ib4ad8d170a514e28987e6c98567efdc2_109) [29, 2023](#ib4ad8d170a514e28987e6c98567efdc2_109)[,](#ib4ad8d170a514e28987e6c98567efdc2_109) [and December](#ib4ad8d170a514e28987e6c98567efdc2_109) [3](#ib4ad8d170a514e28987e6c98567efdc2_109)0, 2022] [added: 2025](#i82dae884669749d7a7e125515b5a4f78_109)[, and December](#i82dae884669749d7a7e125515b5a4f78_109) [2](#i82dae884669749d7a7e125515b5a4f78_109)9, 2023] | | | [removed: [65](#ib4ad8d170a514e28987e6c98567efdc2_109)] [added: [62](#i82dae884669749d7a7e125515b5a4f78_109)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years [removed: ended](#ib4ad8d170a514e28987e6c98567efdc2_112) [January](#ib4ad8d170a514e28987e6c98567efdc2_112) [3,](#ib4ad8d170a514e28987e6c98567efdc2_112) [2025](#ib4ad8d170a514e28987e6c98567efdc2_112)[, December](#ib4ad8d170a514e28987e6c98567efdc2_112) [29, 2023](#ib4ad8d170a514e28987e6c98567efdc2_112)[,](#ib4ad8d170a514e28987e6c98567efdc2_112) [and December](#ib4ad8d170a514e28987e6c98567efdc2_112) [3](#ib4ad8d170a514e28987e6c98567efdc2_112)0, 2022] [added: ended January](#i82dae884669749d7a7e125515b5a4f78_112) [2](#i82dae884669749d7a7e125515b5a4f78_112)[, 202](#i82dae884669749d7a7e125515b5a4f78_112)[6](#i82dae884669749d7a7e125515b5a4f78_112)[,](#i82dae884669749d7a7e125515b5a4f78_112) [January 3, 2025](#i82dae884669749d7a7e125515b5a4f78_112)[, and December](#i82dae884669749d7a7e125515b5a4f78_112) 29, 2023] | | | [removed: [66](#ib4ad8d170a514e28987e6c98567efdc2_112)] [added: [63](#i82dae884669749d7a7e125515b5a4f78_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib4ad8d170a514e28987e6c98567efdc2_118)] [added: Statements](#i82dae884669749d7a7e125515b5a4f78_118)] | | | [removed: [68](#ib4ad8d170a514e28987e6c98567efdc2_118)] [added: [65](#i82dae884669749d7a7e125515b5a4f78_118)] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

We have audited the accompanying consolidated balance sheets of Leidos Holdings, Inc. and subsidiaries (the “Company”) as of January [removed: 3, 2025] [added: 2, 2026] and [removed: December 29, 2023,] [added: January 3, 2025,] the related consolidated statements of operations, comprehensive income, equity, and cash flows, for [added: each of] the fiscal years ended January [added: 2, 2026, January] 3, 2025, [removed: December 29, 2023,] and December [removed: 30, 2022,] [added: 29, 2023] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January [removed: 3, 2025] [added: 2, 2026] and [removed: December 29, 2023,] [added: January 3, 2025,] and the results of its operations and its cash flows for [added: each of] the fiscal years ended January [added: 2, 2026, January] 3, 2025, [removed: December 29, 2023,] and December [removed: 30, 2022,] [added: 29, 2023] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January [removed: 3, 2025,] [added: 2, 2026,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 11, 2025,] [added: 17, 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Estimating the fair value of a reporting unit requires the exercise of] [added: These analyses rely on] significant [removed: judgment] [added: judgments] and assumptions [removed: including judgments about] [added: including, but not limited to] expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth [removed: rates and] [added: rates,] operating margins [removed: as well as changes in the business environment.][added: and selection of guideline public companies.]

The Company [removed: recognized certain customer contract] [added: recognizes] revenue [added: on certain contracts with customers] over time using a method that measures the extent of progress towards completion of a performance obligation, principally using a cost-input method (referred to as the cost-to-cost method).

[removed: The accounting for] these contracts involves judgment, particularly as it relates to the process of estimating total revenues and costs for the performance obligation.

Our audit procedures related to management’s conclusions regarding [removed: whether multiple promises] [added: the number of performance obligations] within a single [removed: contract represent a single performance obligation, whether] [added: contract,] the [removed: Company is acting] [added: Company's position] as [removed: a principal or] an agent [removed: in fulfilling identified] [added: or principal for a] performance [removed: obligations on certain contracts,] [added: obligation,] and estimates of total [added: revenues and] costs for the performance obligations that recognize revenue using the cost-to-cost method included the following, among others:

uWe developed an expectation of revenue based on the Company’s historical [added: margin] performance and [added: costs incurred in the current year, then] compared it to the recorded balance.

[removed: uEvaluation of the contract within the context of the revenue recognition model and that management’s conclusions were appropriate by evaluating] [added: We evaluated] the nature of the promises within the contract, the interrelationship of the promised services and/or products provided, the pattern by which obligations are fulfilled, the number of performance obligations identified, and [removed: which party] [added: whether or not the Company] is acting as principal in the fulfillment of the identified performance obligations.

| (in millions, except [removed: share and] per share data) | | | | | | January [added: 2, 2026 | | | | | | January] 3, [removed: 2025] [added: 2025] | | | | | | December 29, 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 943] [added: 1,108] | | | | | $ | [removed: 777] [added: 849] | |

| Receivables, net | | | | | | [removed: 2,645] [added: 2,708] | | | | | | [removed: 2,429] [added: 2,645] | | |

| Inventory, net | | | | | | [removed: 315] [added: 342] | | | | | | [removed: 310] [added: 315] | | |

| Other current assets | | | | | | [removed: 525] [added: 656] | | | | | | [removed: 489] [added: 525] | | |

| Total current assets | | | | | | [removed: 4,428] [added: 4,814] | | | | | | [removed: 4,005] [added: 4,334] | | |

| Property, plant and equipment, net | | | | | | [removed: 991] [added: 961] | | | | | | [removed: 961] [added: 991] | | |

| Intangible assets, net | | | | | | [removed: 517] [added: 458] | | | | | | [removed: 667] [added: 517] | | |

| Goodwill | | | | | | [removed: 6,084] [added: 6,342] | | | | | | [removed: 6,112] [added: 6,084] | | |

| Operating lease right-of-use assets, net | | | | | | [removed: 560] [added: 526] | | | | | | [removed: 512] [added: 560] | | |

| Other long-term [removed: assets] [added: assets:(3)] | | | | | | [removed: 524] | | | | | | [removed: 438] | | |

| Accounts payable and accrued [removed: liabilities] [added: liabilities:(4)] | | | | | | [removed: $] | [removed: 2,225] | | | | | [removed: $] | [removed: 2,277] | |

| Accrued payroll and employee benefits | | | | | | [removed: 811] [added: 819] | | | | | | [removed: 695] [added: 811] | | |

| Current portion of long-term debt | | | | | | [removed: 618] [added: 20] | | | | | | [removed: 18] [added: 618] | | |

| Total current liabilities | | | | | | [removed: 3,654] [added: 2,827] | | | | | | [removed: 2,990] [added: 3,560] | | |

| Long-term debt, net of current portion | | | | | | [removed: 4,052] [added: 4,628] | | | | | | [removed: 4,664] [added: 4,052] | | |

| Operating lease liabilities | | | | | | [removed: 621] [added: 587] | | | | | | [removed: 516] [added: 621] | | |

| Other long-term liabilities | | | | | | [removed: 317] [added: 268] | | | | | | [removed: 267] [added: 315] | | |

| Preferred stock, $0.0001 par value, 10,000,000 shares authorized and no shares issued and outstanding at January [added: 2, 2026 and January] 3, 2025 [removed: and December 29, 2023] | | | | | | — | | | | | | — | | |

| Common stock, $0.0001 par value, 500,000,000 shares authorized, [removed: 131,163,899] [added: 126,380,657] and [removed: 135,766,419] [added: 131,163,899] shares issued and outstanding at January [added: 2, 2026, and January] 3, 2025, [removed: and December 29, 2023,] respectively | | | | | | — | | | | | | — | | |

Change in Accounting Principle

As discussed in Note 3 to the financial statements, the Company has elected to change its method of accounting for cash in fiscal 2025.

The accounting for

| Leidos Holdings, Inc. Annual Report | | | 57 | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

uEvaluation of the contract within the context of the revenue recognition model to assess whether management’s conclusions were appropriate.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| (in millions, except share and par value data) | | | | | | January 2, 2026 | | | | | | January 3, 2025 | | |

| Total assets | | | | | | $ | 13,493 | | | | | $ | 13,010 | |

| Total liabilities | | | | | | $ | 8,531 | | | | | $ | 8,550 | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| Less: net income (loss) attributable to non-controlling interest | | | | | | 14 | | | | | | (3) | | | | | | 9 | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| Net income | | | — | | | | | | — | | | | | | 1,448 | | | | | | — | | | | | | 1,448 | | | | | | 14 | | | | | | 1,462 | | |

| Balance at January 2, 2026 | | | 126 | | | | | | $ | 319 | | | | | $ | 4,647 | | | | | $ | (50) | | | | | $ | 4,916 | | | | | $ | 46 | | | | | $ | 4,962 | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

| Net income | | | | | | $ | 1,462 | | | | | $ | 1,251 | | | | | $ | 208 | |

| Asset impairment charges | | | | | | 5 | | | | | | 11 | | | | | | 91 | | |

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

We consolidate the financial results for HMIS into our consolidated financial statements.

Additionally, we combined "Net proceeds from sale of assets" into "Other" within net cash used in investing activities on the consolidated statements of cash flows.

Prior year financial information has been updated to conform to our current presentation on the consolidated balance sheet and consolidated statement of cash flows (See "Note 3—Summary of Significant Accounting Policies").

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

ASU 2025-06 Intangibles - Goodwill and Other-Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting and disclosure of Internal use software costs.

Current guidance requires capitalization of internal-use software development costs depending on the nature of the costs and the project stage during which they occur.

The amendments in this update remove references to prescriptive and sequential software development stages and require entities to start capitalizing software development costs when a) management authorizes and commits to funding the software project, and b) it is probable that the project will be completed, and the software will be used to perform the intended function.

We do not expect them to have a material impact on our consolidated financial statements and related disclosures.

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

acquisition.

Investments are assessed for impairment whenever events or change in circumstances indicate that the carrying value may not be recoverable.

REVENUES

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

Fulfillment Costs

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

Effective fiscal 2025, we changed our policy to exclude outstanding payments from “Cash and cash equivalents” on the consolidated balance sheets.

To reflect the change in accounting policy, we recast "Cash and cash equivalents" and "Accounts payable and accrued liabilities" on the consolidated balance sheet as of January 3, 2025, reducing both balances by $94 million from the previously reported amounts.

PART II

Goodwill Valuation – Security Enterprise Solutions Reporting Unit - Refer to Notes 3 and 8 to the Financial Statements

Critical Audit Matter Description

The Company performed a quantitative impairment evaluation of the goodwill for the Security Enterprise Solutions reporting unit by comparing the estimated fair value of the reporting unit to its carrying value.

Changes in these assumptions could have a significant impact on the fair value of the reporting unit, the amount of any goodwill impairment charge, or both.

The Company’s accounting policy is to test for impairment on the first day of the fourth quarter of each fiscal year and more frequently if events or circumstances indicate that the carrying value may not be recoverable.

As a result of the quantitative assessment, the Company concluded that the fair value of the Security Enterprise Solutions reporting unit exceeded the carrying value, which resulted in no impairment for the fiscal year ended January 3, 2025.

We identified goodwill for the Security Enterprise Solutions reporting unit as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit and the difference between its fair value and carrying value.

Performing audit procedures to evaluate management’s estimate of the Security Enterprise Solutions reporting unit fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate, terminal growth rate and forecasts of future revenues and cash flows for the Security Enterprise Solutions reporting unit included the following, among others:

uWe tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the selection of the discount rate, terminal growth rate and management’s development of forecasted revenues, operating margins and cash flows.

uWe evaluated management’s ability to accurately forecast future Security Enterprise Solutions reporting unit revenue and operating margins comparing actual results to management’s historical forecasts.

uWe developed an independent estimate of the Security Enterprise Solutions reporting unit fair value using the income approach.

We utilized the historical results of the reporting unit and inspected third-party industry reports for the global aviation, maritime, and border security products and related services markets to develop projections.

Additionally, we developed the discount rate and terminal year growth rate with the assistance of our fair value specialists

uWe developed an independent estimate of the Security Enterprise Solutions reporting unit fair value using the market approach.

We selected guideline peer companies and developed enterprise value multiples of revenues and earnings before interest, taxes, depreciation and amortization with the assistance of our fair value specialists.

uWe calculated our independent expectation of the fair value of the reporting unit by weighting the results of the market and income approaches and compared the resulting fair value to the carrying value of the Security Enterprise Solutions reporting unit.

February 11, 2025

| Total assets | | | | | | $ | 13,104 | | | | | $ | 12,695 | |

| Total liabilities | | | | | | $ | 8,644 | | | | | $ | 8,437 | |

| Balance at December 31, 2021 | | | 140 | | | | | | $ | 2,423 | | | | | $ | 1,880 | | | | | $ | (12) | | | | | $ | 4,291 | | | | | $ | 53 | | | | | $ | 4,344 | |

| Net income | | | — | | | | | | — | | | | | | 685 | | | | | | — | | | | | | 685 | | | | | | 8 | | | | | | 693 | | |

| Net proceeds from sale of assets | | | | | | 2 | | | | | | — | | | | | | 6 | | |

We commenced operating and reporting under the new organizational structure effective the first day of fiscal 2024.

As a result of this change, prior year segment results and disclosures have been recast to reflect the current reportable segment structure.

We have an 88% controlling interest in Mission Support Alliance, LLC (“MSA”), a joint venture with Centerra Group, LLC.

MSA’s contract ended on January 24, 2021.

ASU 2023-07 Segment Reporting

In November 2023, the FASB issued ASU 2023-07 to improve reportable segment disclosure requirements.

This update requires companies to disclose significant segment expense categories that are regularly provided to the chief operating decision maker (“CODM”) on an interim and annual basis and requires disclosures about a reportable segment’s profit or loss and assets that are currently required annually to be made on an interim basis.

Companies must also disclose how segment measures of profit or loss are used by the CODM.

REVENUE RECOGNITION

Pre-contract Costs

Certain eligible costs incurred prior to the start of a project are deferred as assets when we are required to incur costs prior to contract execution in order to be able to perform on the contract and it is probable that we will recover the costs when the contract is issued.

Pre-contract costs are amortized over the requisite service period for which the cost relates.

Transition Costs

The unfavorable impact for fiscal 2024, included $40 million in write-downs on programs within our UK operations related to cost increases and schedule delays.

At January 3, 2025, and December 29, 2023, $94 million and $136 million, respectively, of outstanding payments were included within “Cash and cash equivalents.”

Our management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of January [removed: 3, 2025.][added: 2, 2026.]

There have been no changes in our internal control over financial reporting that occurred in the fourth quarter of the period ended January [removed: 3, 2025,] [added: 2, 2026,] covered by this Annual Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of January [removed: 3, 2025,] [added: 2, 2026,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has assessed the effectiveness of our internal control over financial reporting as of January [removed: 3, 2025,] [added: 2, 2026,] and has concluded that our internal control over financial reporting as of that date was effective.

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

We have audited the internal control over financial reporting of Leidos Holdings, Inc. and subsidiaries (the “Company”) as of January [removed: 3, 2025,] [added: 2, 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 3, 2025,] [added: 2, 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January [removed: 3, 2025,] [added: 2, 2026,] of the Company and our report dated February [removed: 11, 2025,] [added: 17, 2026,] expressed an unqualified opinion on those financial [removed: statements.][added: statements and included an explanatory paragraph regarding the Company's change in its method of accounting for cash.]

| Leidos Holdings, Inc. Annual Report | | | [removed: 105] [added: 103] | | |

As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of our internal control over financial reporting as of January 2, 2026, excludes an assessment of the internal control over financial reporting of Kudu Dynamics, acquired on May 23, 2025.

Kudu Dynamics represents approximately 0.2% of our consolidated total assets, excluding the preliminary value of goodwill and intangible assets related to Kudu Dynamics, at January 2, 2026, and 0.4% and 0.1% of our consolidated revenues and operating income, respectively, for the fiscal year ended January 2, 2026.

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Kudu Dynamics, which was acquired on May 23, 2025.

Kudu Dynamics represents approximately 0.2% of consolidated total assets, excluding the preliminary value of goodwill and intangible assets related to Kudu Dynamics at January 2, 2026, and 0.4% and 0.1% of consolidated revenues and operating income, respectively, for the fiscal year ended January 2, 2026.

Accordingly, our audit did not include the internal control over financial reporting at Kudu Dynamics.

February 17, 2026

[Table of Contents](#i82dae884669749d7a7e125515b5a4f78_7)

February 11, 2025

During the three months ended January [removed: 3, 2025,] [added: 2, 2026,] no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

| [removed: 106 | | | Leidos] [added: Leidos] Holdings, Inc. Annual [removed: Report] [added: Report] | | | [added: 105 | | |]

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the Board of Directors and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions “Proposal 1–Election of Directors,” “Corporate Governance” and [removed: “Other Information”] [added: “Ownership of Voting Securities”] appearing in the [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

For information required by Item 11 with respect to executive compensation and director compensation, see the information set forth under the captions “Compensation Discussion and Analysis,” “Executive Compensation” and “Corporate Governance” in the [removed: 2025] [added: 2026] Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

For information required by Item 11 with respect to compensation committee interlocks and insider participation, see the information set forth under the caption “Corporate Governance” in the [removed: 2025] [added: 2026] Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

| [removed: Leidos Holdings, Inc. Annual Report] [added: 106] | | | [removed: 107] [added: Leidos Holdings, Inc. Annual Report] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption [removed: “Other Information”] [added: “Ownership of Voting Securities”] in the [removed: 2025] [added: 2026] Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

Information with respect to our equity compensation plans as of January [removed: 3, 2025,] [added: 2, 2026,] is set forth below:

(1)The following equity compensation plans approved by security holders are included in this plan category: the 2017 Omnibus Incentive [removed: Plan, the 2006 Equity Incentive Plan, as amended,] [added: Plan] and the 2006 Employee Stock Purchase Plan, as amended.

(2)Represents (i) [removed: 1,693,633] [added: 1,691,254] shares of Leidos common stock reserved for future issuance for service-based awards and performance and market-based awards assuming achievement of the target level of performance for unearned performance and market-based awards (does not include an additional [removed: 364,885] [added: 444,758] shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive [removed: Plan and 2006 Equity Incentive] Plan, (ii) [removed: 3,723] [added: 3,138] shares of Leidos common stock issuable pursuant to dividend equivalent rights and (iii) [removed: 1,169,070] [added: 1,056,024] shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2017 Omnibus Incentive [removed: Plan and 2006 Equity Incentive] Plan.

(4)Represents [removed: 6,061,764] [added: 5,104,853] and [removed: 1,934,703] [added: 1,540,606] shares of Leidos common stock under the 2017 Omnibus Incentive Plan and 2006 Employee Stock Purchase Plan, respectively.

Those shares that are issued under the 2017 Omnibus Incentive Plan [removed: and 2006 Equity Incentive Plan] that are forfeited or repurchased at the original purchase price or less or that are issuable upon exercise of awards granted under the plan that expire or become unexercisable for any reason after their grant date without having been exercised in full.

| Equity compensation plans approved by security holders (1) | | | 2,750,416 | | | (2) | | | $ | 110.10 | | (3) | | | 6,645,459 | | | (4) | | |

| Total | | | 2,750,416 | | | (2) | | | $ | 110.10 | | (3) | | | 6,645,459 | | | | | |

| Equity compensation plans approved by security holders (1) | | | 2,862,703 | | | (2) | | | $ | 97.53 | | (3) | | | 7,996,467 | | | (4) | | |

| Total | | | 2,862,703 | | | (2) | | | $ | 97.53 | | (3) | | | 7,996,467 | | | | | |

The 2006 Equity Incentive Plan was amended in June 2012 to provide that the maximum number of shares available for issuance thereunder is 12.5 million.

For information required by Item 13 with respect to certain relationships and related transactions and the independence of directors and nominees, see the information set forth under the caption “Corporate Governance” in the [removed: 2025] [added: 2026] Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption “Audit [removed: Matters”] [added: and Non-Audit Fees”] in the [removed: 2025] [added: 2026] Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January [removed: 3, 2025,] [added: 2, 2026,] which required information is incorporated by reference into this Annual Report on Form 10-K.

| [removed: 108 | | | Leidos] [added: Leidos] Holdings, Inc. Annual [removed: Report] [added: Report] | | | [added: 107 | | |]

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

[Consolidated Balance [removed: Sheets](#ib4ad8d170a514e28987e6c98567efdc2_100)][added: Sheets](#i82dae884669749d7a7e125515b5a4f78_100)]

[Consolidated Statements of [removed: Operations](#ib4ad8d170a514e28987e6c98567efdc2_103)][added: Operations](#i82dae884669749d7a7e125515b5a4f78_103)]

[Consolidated Statements of Comprehensive [removed: Income](#ib4ad8d170a514e28987e6c98567efdc2_106)][added: Income](#i82dae884669749d7a7e125515b5a4f78_106)]

[Consolidated Statements of [removed: Equity](#ib4ad8d170a514e28987e6c98567efdc2_109)][added: Equity](#i82dae884669749d7a7e125515b5a4f78_109)]

[Consolidated Statements of Cash [removed: Flows](#ib4ad8d170a514e28987e6c98567efdc2_112)][added: Flows](#i82dae884669749d7a7e125515b5a4f78_112)]

[Notes to Consolidated Financial [removed: Statements](#ib4ad8d170a514e28987e6c98567efdc2_118)][added: Statements](#i82dae884669749d7a7e125515b5a4f78_118)]

| 3.1 | | | | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation of Leidos Holdings, [removed: Inc.] [added: Inc., dated as of August 1, 2025.] Incorporated by reference to Exhibit 3.1 to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q,] filed with the SEC on [removed: May 15, 2020.](https://www.sec.gov/Archives/edgar/data/1336920/000133692020000053/leidos-restatedcharterxcle.htm)] [added: August 5, 2025.](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000034/exhibit31.htm)] | | |

| [removed: 4.5] [added: 19] | | | | | | [removed: [Form of 3.625% Senior Notes due 2025. Incorporated] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm)[.](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm) [](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm)[Incorporated] by reference to [removed: Exhibit 4.3 to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm) [19](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm) [to] our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the SEC [removed: on May 12, 2020.](https://www.sec.gov/Archives/edgar/data/1336920/000133692020000046/exhibit43-formof2025no.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm) [February 11, 2025.](https://www.sec.gov/Archives/edgar/data/1336920/000133692025000006/ldos1032025ex19.htm)] | | |

[Table of [removed: Contents](#ib4ad8d170a514e28987e6c98567efdc2_7)][added: Contents](#i82dae884669749d7a7e125515b5a4f78_7)]

| 4.10 | | | | | | [Form of Global Note representing Leidos, Inc.’s 5.750% Notes due 2033. Included in Exhibit [removed: 4.11] [added: 4.9] and incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on February 28, 2023.](https://www.sec.gov/Archives/edgar/data/1336920/000119312523053985/d475331dex41.htm) | | |

| [removed: 4.11] [added: 4.14] | | | | | | [Description of Common Stock. [removed: Incorporate](https://www.sec.gov/Archives/edgar/data/0001336920/000133692021000010/ldos01012021ex413.htm)[d](https://www.sec.gov/Archives/edgar/data/0001336920/000133692021000010/ldos01012021ex413.htm) [by] [added: Incorporated by] reference to Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 23, 2021.](https://www.sec.gov/Archives/edgar/data/0001336920/000133692021000010/ldos01012021ex413.htm) | | |

| [removed: 10.1*] [added: 10.7*] | | | | | | [removed: [Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.] [added: [Form of Indemnification Agreement.] Incorporated by reference to Exhibit [removed: 10.1] [added: 10.19] to our Annual Report on Form 10-K filed with the SEC on March [removed: 27, 2014.](https://www.sec.gov/Archives/edgar/data/353394/000133692014000007/ex101-leidosholdingsincx20.htm)] [added: 25, 2015.](https://www.sec.gov/Archives/edgar/data/353394/000133692015000010/exhibit10_19formofindemini.htm)] | | |

| 10.4* | | | | | | [Amended and Restated Leidos, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/353394/000133692016000076/ex104amendmentrestatemento.htm)[’](https://www.sec.gov/Archives/edgar/data/353394/000133692016000076/ex104amendmentrestatemento.htm)[s] [added: Inc.’s] Keystaff Deferral Plan. Incorporated by reference to Exhibit 10.4 to our Transition Report on Form 10-K filed with the SEC on February 26, 2016.](https://www.sec.gov/Archives/edgar/data/353394/000133692016000076/ex104amendmentrestatemento.htm) | | |

| [removed: 10.7*] [added: 10.10*] | | | | | | [Form of [removed: Nonstatutory Stock Option Agreement] [added: Notice] of [added: Grant of Options for Non-Employee Directors under the] Leidos Holdings, [removed: Inc.’s 2006 Equity] [added: Inc. Amended and Restated 2017 Omnibus] Incentive Plan. Incorporated by reference to Exhibit [removed: 10.10] [added: 10.22] to our Annual Report on Form 10-K filed with the SEC on [removed: March 27, 2014.](https://www.sec.gov/Archives/edgar/data/353394/000133692014000007/ex1010-formofnonxstatutory.htm)] [added: February 23, 2018.](https://www.sec.gov/Archives/edgar/data/1336920/000133692018000008/ldos12292017ex1022.htm)] | | |

| [removed: 10.8*] [added: 10.15*] | | | | | | [Form of [removed: Nonstatutory Stock Option Agreement (Non-Employee Directors)] [added: Notice] of [added: Grant of Restricted Stock Unit Awards for Non-Employee Directors under the] Leidos Holdings, [removed: Inc.’s 2006 Equity] [added: Inc. Amended and Restated 2017 Omnibus] Incentive Plan. Incorporated by reference to Exhibit [removed: 10.11] [added: 10.27] to our Annual Report on Form 10-K filed with the SEC on [removed: March 27, 2014.](https://www.sec.gov/Archives/edgar/data/353394/000133692014000007/ex1011-formofnonxstatutory.htm)] [added: February 23, 2018.](https://www.sec.gov/Archives/edgar/data/1336920/000133692018000008/ldos12292017ex1027.htm)] | | |

| [removed: 10.9*] [added: 10.14*] | | | | | | [Form of [added: Notice of Grant of] Restricted Stock Unit [removed: Award Agreement of] [added: Awards (Time-Vesting) for Employees under the] Leidos Holdings, [removed: Inc.’s 2006 Equity] [added: Inc. Amended and Restated 2017 Omnibus] Incentive Plan. Incorporated by reference to Exhibit [removed: 10.14] [added: 10.22] to our Annual Report on Form 10-K filed with the SEC on [removed: March 27, 2014.](https://www.sec.gov/Archives/edgar/data/353394/000133692014000007/ex1014-formofrestrictedsto.htm)] [added: February 13, 2024.](https://www.sec.gov/Archives/edgar/data/1336920/000133692024000008/ex1022leidos-rsu3ygrantnot.htm)] | | |

| [removed: 10.12*] [added: 10.8*] | | | | | | [Amended and Restated Executive Severance Plan. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2019.](https://www.sec.gov/Archives/edgar/data/1336920/000133692019000054/finalleidosexecutivese.htm) | | |

| [removed: 10.13*] [added: 10.9*] | | | | | | [Executive Employment [removed: Agreement] [added: Agreement,] dated [removed: June 30, 2014.] [added: February 23, 2023, between Leidos Holdings, Inc. and Thomas A. Bell.] Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on [removed: July, 2, 2014.](https://www.sec.gov/Archives/edgar/data/1336920/000119312514258238/d752502dex101.htm)] [added: February 27, 2023.](https://www.sec.gov/Archives/edgar/data/1336920/000133692023000019/exhibit101-executiveemploy.htm)] | | |

| [removed: 10.15*] [added: 10.12*] | | | | | | [Form of [added: Notice of Grant of] Restricted Stock Unit [removed: Award Agreement of] [added: Awards (Performance-Vesting) for Employees under the] Leidos Holdings, [removed: Inc.’s 2006 Equity] [added: Inc. Amended and Restated 2017 Omnibus] Incentive Plan. Incorporated by reference to Exhibit [removed: 10.3] [added: 10.20] to our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: May 5, 2017.](https://www.sec.gov/Archives/edgar/data/1336920/000133692017000021/ldos033117ex103.htm)] [added: February 13, 2024.](https://www.sec.gov/Archives/edgar/data/1336920/000133692024000008/ex1020leidos-prsugrantnoti.htm)] | | |

| [removed: 10.17*] [added: 10.13*] | | | | | | [Form of [added: Notice of Grant of] Performance Share [removed: Award Agreement of] [added: Awards for Employees under the] Leidos Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1336920/000133692017000021/ldos033117ex105.htm)[’](https://www.sec.gov/Archives/edgar/data/1336920/000133692017000021/ldos033117ex105.htm)[s 2006 Equity] [added: Inc. Amended and Restated 2017 Omnibus] Incentive [removed: Plan (for Performance Share Award Agreements granted on March 3, 2017).] [added: Plan.] Incorporated by reference to Exhibit [removed: 10.5] [added: 10.21] to our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: May 5, 2017.](https://www.sec.gov/Archives/edgar/data/1336920/000133692017000021/ldos033117ex105.htm)] [added: February 13, 2024.](https://www.sec.gov/Archives/edgar/data/1336920/000133692024000008/ex1021leidos-fy24xfy26pspg.htm)] | | |

| [removed: 10.18*] [added: 10.11*] | | | | | | [Form of Notice of Grant of Options for [removed: Non-Employee Directors] [added: Employees] under the Leidos Holdings, Inc. Amended and Restated 2017 Omnibus Incentive Plan. Incorporated by reference to Exhibit [removed: 10.22] [added: 10.19] to our Annual Report on Form 10-K filed with the SEC on February [removed: 23, 2018.](https://www.sec.gov/Archives/edgar/data/1336920/000133692018000008/ldos12292017ex1022.htm)] [added: 13, 2024.](https://www.sec.gov/Archives/edgar/data/1336920/000133692024000008/ex1019leidos-optionsgrantn.htm)] | | |

| [removed: 10.19*] [added: 10.19] | | | | | | [removed: [Form of Notice of Grant of Options for Employees under the] [added: [Amended and Restated] Leidos Holdings, Inc. [removed: Amended and Restated 2017 Omnibus Incentive Plan.] [added: Severance Plan for Executive Officers, effective July 27, 2023.] Incorporated by reference to Exhibit [removed: 10.19] [added: 10.2] to our [removed: Annual Report on] Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 13, 2024.](https://www.sec.gov/Archives/edgar/data/1336920/000133692024000008/ex1019leidos-optionsgrantn.htm)] [added: August 1, 2023.](https://www.sec.gov/Archives/edgar/data/1336920/000133692023000051/exh102-severanceplanforexe.htm)] | | |