1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our principal executive officer (our Chairman and Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of January 1, 2021.
+Added: Our management, with the participation of our principal executive officer (our Chairman and Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2021.
Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S.
2 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: During the first and second quarter of fiscal 2020, we completed our acquisition of Dynetics, Inc.
−Removed: ("Dynetics") and L3Harris Technologies' security detection and automation businesses (the "SD&A Businesses"), respectively.
−Removed: As part of the ongoing integration of Dynetics and the SD&A Businesses, we are in the process of incorporating the controls and related procedures of these businesses.
−Removed: Other than incorporating controls for Dynetics and the SD&A Businesses, there have been no other changes in our internal control over financial reporting that occurred in the fourth quarter of the period ended January 1, 2021, covered by this Annual Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the first and second quarter of fiscal 2021, we completed our acquisition of 1901 Group and Gibbs & Cox, respectively.
+Added: As part of the ongoing integration of 1901 Group and Gibbs & Cox, we are in the process of incorporating the controls and related procedures of these businesses.
+Added: Other than incorporating controls for 1901 Group and Gibbs & Cox, there have been no other changes in our internal control over financial reporting that occurred in the fourth quarter of the period ended December 31, 2021, covered by this Annual Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
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Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
−Removed: As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of our internal control over financial reporting as of January 1, 2021 excludes an assessment of the internal control over financial reporting of Dynetics and the SD&A Businesses, acquired on January 31, 2020 and May 4, 2020, respectively.
−Removed: 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 1, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Our management has assessed the effectiveness of our internal control over financial reporting as of January 1, 2021, and has concluded that our internal control over financial reporting as of that date was effective.
+Added: As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of our internal control over financial reporting as of December 31, 2021, excludes an assessment of the internal control over financial reporting of 1901 Group and Gibbs & Cox, acquired on January 14, 2021 and May 7, 2021, respectively.
+Added: 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 December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, and has concluded that our internal control over financial reporting as of that date was effective.
Deloitte & Touche LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this Annual Report on Form 10-K and our internal control over financial reporting, and that firm’s report on our internal control over financial reporting is set forth below.
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We have audited the internal control over financial reporting of Leidos Holdings, Inc.
−Removed: and subsidiaries (the "Company") as of January 1, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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 fiscal year ended January 1, 2021, of the Company and our report dated February 23, 2021, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Dynetics, Inc.
−Removed: (“Dynetics”) and the Security Detection and Automation Business (“SD&A”) which were acquired on January 31, 2020 and May 4, 2020, respectively, whose financial statements reflect total assets of 13% and 10%, respectively, and revenues constituting 8% and 2%, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended January 1, 2021.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Dynetics and SD&A.
+Added: and subsidiaries (the "Company") as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: 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 fiscal year ended December 31, 2021, of the Company and our report dated February 15, 2022, expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at 1901 Group and Gibbs & Cox, which were acquired on January 14, 2021 and May 7, 2021, respectively, whose financial statements reflect total assets of 1.45% and 3.03%, respectively, and revenues constituting 0.35% and 0.71%, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at 1901 Group and Gibbs & Cox.
Basis for Opinion
20 unchanged sentences
Other Information
−Removed: Leidos Holdings, Inc.
−Removed: Annual Report - 115
Directors, Executive Officers and Corporate Governance
7 unchanged sentences
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 2022 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
+Added: Leidos Holdings, Inc.
+Added: Annual Report - 108
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption "Other Information" in the 2022 Proxy Statement, which is incorporated by reference into this Annual Report on Form 10-K.
−Removed: Information with respect to our equity compensation plans as of January 1, 2021, is set forth below:
+Added: Information with respect to our equity compensation plans as of December 31, 2021, is set forth below:
Plan Category (a)
23 unchanged sentences
(3) Does not include shares to be issued for performance-based and other stock awards and shares of stock issuable pursuant to dividend equivalent rights.
−Removed: Leidos Holdings, Inc.
−Removed: Annual Report - 116
(4) Represents 7,992,462 and 3,395,643 shares of Leidos common stock under the 2017 Omnibus Incentive Plan and 2006 Employee Stock Purchase Plan, respectively.
79 unchanged sentences
and MUFG Securities Americas Inc.
−Removed: Incorporated by reference to Exhibit 4.3 to our Current R e port on Form 8-K filed with the SEC on October 9, 2020.
+Added: Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on October 9, 2020.
4.13 Description of Common Stock.
+Added: Incorporate by reference to Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 23, 2021.
10.1* Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 18, 2020.
+Added: 10.48 Form of Commercial Paper Dealer Agreement, dated July 12, 2021, between Leidos, Inc., as issuer, the Company, as guarantor, and the applicable Dealer party thereto.
+Added: Incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the U.S.
+Added: Securities and Exchange Commission on July 12, 2021.
21 Subsidiaries of the Registrant.
+Added: 22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
+Added: Incorporated herein by reference from the Company's Registration Statement on Form S-4, filed with the U.S.
+Added: Securities and Exchange Commission on May 6, 2021.
23.1 Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Leidos Holdings, Inc.
+Added: Annual Report - 114
+Added: Number Description of Exhibit
99.1 Patent License and Assignment Agreement dated as of August 12, 2005, between Leidos, Inc.
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Incorporated by reference to Exhibit 99.3 to our Form 10-K filed with the SEC on April 1, 2010.
−Removed: Leidos Holdings, Inc.
−Removed: Annual Report - 122
−Removed: Number Description of Exhibit
99.4 Employee Matters Agreement, dated as of January 26, 2016, among Lockheed Martin Corporation, Abacus Innovations Corporation and Leidos Holdings, Inc.
19 unchanged sentences
Leidos Holdings, Inc.
−Removed: By /s/ James C.
+Added: By /s/ Christopher R.
+Added: Christopher R.
Executive Vice President and Chief Financial Officer
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Krone Principal Executive Officer February 15, 2022
−Removed: Reagan Principal Financial Officer February 23, 2021
/s/ Christopher R.
−Removed: Cage Principal Accounting Officer February 23, 2021
+Added: Cage Principal Financial Officer February 15, 2022
Christopher R.
+Added: Kimball Principal Accounting Officer February 15, 2022
/s/ Gregory R.
3 unchanged sentences
John Director February 15, 2022
−Removed: /s/ Frank Kendall III Director February 23, 2021
−Removed: Frank Kendall III
/s/ Robert C.
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.