What changed in this filing

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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-13 · 56 added, 63 removed, 230 unchanged (34% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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 December 29, 2023.

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, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of fiscal 2022, we completed our acquisition of Cobham Special Mission.

As of December 29, 2023, we completed the integration of Cobham Special Mission into our controls over financial reporting.

Other than the foregoing, there have been no changes in our internal control over financial reporting that occurred in the fourth quarter of the period ended December 29, 2023, covered by this Annual Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred in the fourth quarter of the period ended January 3, 2025, 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.

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 29, 2023, 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 December 29, 2023, and has concluded that our internal control over financial reporting as of that date was effective.

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 3, 2025, 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 3, 2025, 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.

and subsidiaries (the “Company”) as of December 29, 2023, based on criteria established in Internal Control — Integrated Framework (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 December 29, 2023, based on criteria established in Internal Control — Integrated Framework (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 December 29, 2023, of the Company and our report dated February 13, 2024, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of January 3, 2025, based on criteria established in Internal Control — Integrated Framework (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 3, 2025, based on criteria established in Internal Control — Integrated Framework (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 3, 2025, of the Company and our report dated February 11, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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RULE 10B5-1 TRADING ARRANGEMENT

During the three months ended December 29, 2023, 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.

Amendment to Bylaws

On February 8, 2024, the Board of Directors of the Company amended Article II, Section 2.02 of its Bylaws to decrease the ownership threshold for stockholders to aggregate their holdings of Company stock to call special meetings, effective on February 8, 2024.

As amended, one stockholder owning at least ten percent (10%), and one or more stockholders representing in aggregate at least fifteen percent (15%), rather than twenty-five percent (25%), of the voting power of the outstanding capital stock of the Company will have the right to call special meetings of stockholders.

As amended, all such stockholders must have held the Company stock for at least one (1) year prior to making the request to the Company.

The Company’s Amended and Restated Bylaws are filed as Exhibit 3.2 hereto.

During the three months ended January 3, 2025, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Leidos Holdings, Inc.

Annual Report

Directors, Executive Officers and Corporate Governance

For certain information required by Item 10 with respect to executive officers, see “Executive Officers of the Registrant” at the end of Part I of this Annual Report on Form 10-K.

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 "Other Information" appearing in the 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, which required information is incorporated by reference into this Annual Report on Form 10-K.

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 “Other Information” appearing in the 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

We have a code of conduct that applies to our principal executive officer and our senior financial officers.

A copy of our code of conduct is available on the Investor Relations section of our website free of charge at www.leidos.com by clicking on the links entitled "Investors" then "Corporate Governance" then "Overview" and then "Code of Conduct." Documents available under “Corporate Governance” in the Investor Relations section of our website also include our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, and charters for the Audit and Finance Committee, Human Resources and Compensation Committee, Corporate Governance and Ethics Committee, and Technology and Information Security Committee of the Board of Directors.

A copy of our code of conduct is available on the Investor Relations section of our website free of charge at www.leidos.com by clicking on the links entitled “Investors” then “Governance” then "Documents & Charters" and then “Code of Conduct.” Documents available under “Governance” in the Investor Relations section of our website also include our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, and charters for the Audit and Finance Committee, Human Resources and Compensation Committee, Corporate Governance and Ethics Committee, and Technology and Information Security Committee of the Board of Directors.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our code of business ethics by posting such information on our website.

The information on our website is not incorporated by reference into and is not a part of this Annual Report on Form 10-K.

Our Insider Trading Policy (the “Insider Trading Policy”) sets forth the general rules that our directors, executive officers and employees must follow with respect to transactions in our securities to promote compliance with insider trading laws, rules and regulations.

This description of the Insider Trading Policy is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is filed hereto as Exhibit 19.

Executive Compensation

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 2024 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, 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 2024 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, 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 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, 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 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

Leidos Holdings, Inc.

1 unchanged sentence

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 2024 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, 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 December 29, 2023, is set forth below:

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 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, 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 3, 2025, is set forth below:

Plan Category (a)

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the 2017 Omnibus Incentive Plan, the 2006 Equity Incentive Plan, as amended, and the 2006 Employee Stock Purchase Plan, as amended.

(2) Represents (i) 1,973,922 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 369,765 shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan, (ii) no shares of Leidos common stock issuable pursuant to dividend equivalent rights and (iii) 1,850,375 shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan.

(2) Represents (i) 1,693,633 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 364,885 shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan, (ii) 3,723 shares of Leidos common stock issuable pursuant to dividend equivalent rights and (iii) 1,169,070 shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan.

Does not include shares to be issued pursuant to purchase rights under the 2006 Employee Stock Purchase Plan.

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Certain Relationships and Related Transactions, and Director Independence

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 2024 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, which required information is incorporated by reference into this Annual Report on Form 10-K.

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 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

Principal Accounting Fees and Services

For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption "Audit Matters" in the 2024 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 29, 2023, 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 Matters” in the 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

Leidos Holdings, Inc.

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Consolidated Balance Sheets

Consolidated Statements of Operation s

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

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3.2 Amended and Restated Bylaws of Leidos Holdings, Inc.

Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on October 25, 2024.

4.1** Indenture dated June 28, 2002, between Leidos, Inc.

14 unchanged sentences

Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on May 12, 2020.

4.7 Form of 4.375% Senior Notes due 2030.

Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on May 12, 2020.

4.7 Indenture relating to the 2.300% Senior Notes due 2031, dated as of October 8, 2020 among Leidos, Inc., Leidos Holdings, Inc, as guarantor, and Citibank, N.A., as trustee.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 9, 2020.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

4.8 Form of 2.300% Senior Notes due 2031.

2 unchanged sentences

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on February 28, 2023.

Leidos Holdings, Inc.

Annual Report - 121

Number Description of Exhibit

4.10 Form of Global Note representing Leidos, Inc.’s 5.750% Notes due 2033.

1 unchanged sentence

4.11 Description of Common Stock.

Incorporate by reference to Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 23, 2021.

Incorporate d 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 10.3 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

Amended and Restated Leidos, Inc.'s Keystaff Deferral Plan.

10.4* Amended and Restated Leidos, 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.

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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July, 2, 2014.

10.14* Form of Performance Share Award Agreement of Leidos Holdings, Inc.'s 2006 Equity Incentive Plan (for Performance Share Award Agreements entered into on or after April 3, 2015).

10.14* Form of Performance Share Award Agreement of Leidos Holdings, Inc.

’ s 2006 Equity Incentive Plan (for Performance Share Award Agreements entered into on or after April 3, 2015).

Incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on March 25, 2015.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

10.15* Form of Restricted Stock Unit Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

2 unchanged sentences

Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2017.

10.17* Form of Performance Share Award Agreement of Leidos Holdings, Inc.'s 2006 Equity Incentive Plan (for Performance Share Award Agreements granted on March 3, 2017).

10.17* Form of Performance Share Award Agreement of Leidos Holdings, Inc.

’ s 2006 Equity Incentive Plan (for Performance Share Award Agreements granted on March 3, 2017).

Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2017.

Leidos Holdings, Inc.

Annual Report - 122

Number Description of Exhibit

10.18* Form of Notice of Grant of Options for Non-Employee Directors under the Leidos Holdings, Inc.

3 unchanged sentences

Amended and Restated 2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

10.20* Form of Notice of Grant of Restricted Stock Unit Awards (Performance-Vesting) for Employees under the Leidos Holdings, Inc.

Amended and Restated 2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

10.21* Form of Notice of Grant of Performance Share Awards for Employees under the Leidos Holdings, Inc.

Amended and Restated 2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

10.22* Form of Notice of Grant of Restricted Stock Unit Awards (Time-Vesting) for Employees under the Leidos Holdings, Inc.

Amended and Restated 2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

10.23* Form of Notice of Grant of Restricted Stock Unit Awards for Non-Employee Directors under the Leidos Holdings, Inc.

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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023.

10.29 Retirement Agreement, dated March 28, 2023, between Leidos Holdings, Inc.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (Amendment No.

1) filed with the SEC on March 31, 2023.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

10.29 Consulting Employee Agreement, dated January 17, 2024, between Leidos Holdings, Inc.

and Jerald S.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 17, 2024.

19 Insider Trading Policy

21 Subsidiaries of the Registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Leidos Holdings, I nc.

's Financial Restatement Compensation Clawback Policy .

99.1 Patent License and Assignment Agreement dated as of August 12, 2005, between Leidos, Inc.

and VirnetX, Inc.

Incorporated by reference to Exhibit 99.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2010.

Leidos Holdings, Inc.

Annual Report - 123

Number Description of Exhibit

99.2† Amendment No.

1 dated as of November 2, 2006, to Patent License and Assignment Agreement between Leidos, Inc.

and VirnetX, Inc.

Incorporated by reference to Exhibit 99.2 to our Annual Report on Form 10-K filed with the SEC on April 1, 2010.

99.3 Amendment No.

2 dated as of March 12, 2008, to Patent License and Assignment Agreement between Leidos, Inc.

and VirnetX, Inc.

Incorporated by reference to Exhibit 99.3 to our Form 10-K filed with the SEC on April 1, 2010.

97.1 Leidos Holdings, Inc.’s Financial Restatement Compensation Clawback Policy.

Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

101 Interactive Data File.

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/s/ Thomas A.

Principal Executive Officer February 13, 2024

Bell Principal Executive Officer February 11, 2025

/s/ Christopher R.

1 unchanged sentence

Christopher R.

Kimball Principal Accounting Officer February 13, 2024

/s/ Daniel A.

Atkinson Principal Accounting Officer February 11, 2025

/s/ Gregory R.

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Geer Director February 11, 2025

/s/ Miriam E.

John Director February 13, 2024

Jonas Director February 11, 2025

/s/ Robert C.

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Mohapatra Director February 11, 2025

/s/ Nancy Ann Norton

Director February 13, 2024

Nancy Ann Norton

Norton Director February 11, 2025

/s/ Patrick M.

6 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.

What changed 10-K

Item 9A. Controls and Procedures