Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2021

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33072

Leidos Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware20-3562868
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1750 Presidents Street,Reston,Virginia20190
(Address of principal executive offices)(Zip Code)

(571) 526-6000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $.0001 per shareLDOSNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares issued and outstanding of each of the issuer’s classes of common stock as of October 25, 2021, was 140,339,356 shares of common stock ($.0001 par value per share).

LEIDOS HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

Part IPage
Item 1.Financial Statements (Unaudited)1
Condensed Consolidated Balance Sheets1
Condensed Consolidated Statements of Income2
Condensed Consolidated Statements of Comprehensive Income3
Condensed Consolidated Statements of Equity4
Condensed Consolidated Statements of Cash Flows6
Notes to Condensed Consolidated Financial Statements7
Note 1–Basis of Presentation and Summary of Significant Accounting Policies7
Note 2–Revenues from Contracts with Customers9
Note 3–Acquisitions, Goodwill and Intangible Assets12
Note 4–Fair Value Measurements16
Note 5–Derivative Instruments17
Note 6–Debt18
Note 7–Accumulated Other Comprehensive Loss20
Note 8–Earnings Per Share20
Note 9–Business Segments21
Note 10–Commitments and Contingencies21
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
Overview24
Business Environment and Trends25
Results of Operations26
Bookings and Backlog28
Liquidity and Capital Resources29
Off-Balance Sheet Arrangements30
Guarantor and Issuer of Guaranteed Securities31
Contractual Obligations and Commitments31
Critical Accounting Policies31
Recently Adopted and Issued Accounting Standards32
Item 3.Quantitative and Qualitative Disclosures About Market Risk32
Item 4.Controls and Procedures32
Part II
Item 1.Legal Proceedings33
Item 1A.Risk Factors33
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 3.Defaults Upon Senior Securities34
Item 4.Mine Safety Disclosures34
Item 5.Other Information34
Item 6.Exhibits35
Signatures36

Table of Contents

PART I—FINANCIAL INFORMATION

Next: Item 1. Financial Statements.