What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-04 · 99 added, 144 removed, 140 unchanged (63% of the section changed)

11 unchanged sentences

Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations.

Headquartered in Reston, Virginia, with 47,000 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.

Headquartered in Reston, Virginia, with 50,000 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 customers include the U.S.

Department of Defense ("DoD"), the U.S.

Department of War (“DoW”), the U.S.

Intelligence Community, the U.S.

Department of Homeland Security, the Federal Aviation Administration, the Department of Veterans Affairs, National Aeronautics and Space Administration and many other U.S.

Department of Homeland Security, the Federal Aviation Administration, the Department of Veterans Affairs, and many other U.S.

civilian, state and local government agencies, foreign government agencies and commercial businesses.

Beginning in fiscal 2026, 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.

We now operate in the following reportable segments:

Intelligence & Digital, Health, Homeland and Defense.

We also separately present the unallocable costs associated with corporate functions as Corporate (see "Note 9–Business Segments").

BUSINESS ENVIRONMENT AND TRENDS

GOVERNMENT MARKETS

During both the three and nine months ended October 3, 2025, and September 27, 2024, we generated approximately 87%, of total revenues from contracts with the U.S.

During the three months ended April 3, 2026, and April 4, 2025, we generated approximately 86% and 87% respectively, of total revenues from contracts with the U.S.

Accordingly, our business performance is affected by the overall level of U.S.

government spending, especially national security, homeland security and intelligence spending, and the alignment of our service and product offerings and capabilities with current and future budget priorities of the U.S.

On October 1, 2025, the federal government shutdown following the expiration of a continuing resolution.

Congress is currently working to reopen the federal government and is engaged in ongoing negotiations.

As a result of the government shutdown, we may experience reduced or delayed work on existing contracts and there may be delays in other government contracting actions and payments.

Once the government reopens, Congress will resume consideration of the Fiscal Year 2026 appropriations bills, with the goal of completing them by the end of the current calendar year.

On April 30, 2026, Congress passed legislation to fund all non-immigration agencies and offices within the Department of Homeland Security agencies ending the government shutdown.

Leidos Holdings, Inc.

1 unchanged sentence

INTERNATIONAL MARKETS

Sales to customers in international markets represented approximately 8% of total revenues for both the three and nine months ended October 3, 2025, and September 27, 2024.

Sales to customers in international markets represented approximately 8% of total revenues for both the three months ended April 3, 2026, and April 4, 2025.

Our international customers include foreign governments and their agencies.

5 unchanged sentences

The following table summarizes our condensed consolidated results of operations for the periods presented:

Three Months Ended Nine Months Ended

(dollars in millions) October 3,

2025 September 27,

2024 Percent change October 3,

2025 September 27,

Three Months Ended

(dollars in millions) April 3,

2025 Percent change

1 unchanged sentence

Operating income

535 516 3.7 % 1,636 1,406 16.4 %

Non-operating expense, net

(51) (46) 10.9 % (156) (142) 9.9 %

Income before income taxes 429

4 unchanged sentences

SEGMENT AND CORPORATE RESULTS

Three Months Ended Nine Months Ended

National Security & Digital

Three Months Ended

Intelligence & Digital

(dollars in millions)

2025 September 27,

2024 Percent change October 3,

2025 September 27,

2026 April 4,

2025 Percent change

2 unchanged sentences

Operating margin 9.6 % 9.4 %

The increase in revenues for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to program wins, a net increase in volumes and $26 million of revenues recognized from the acquisition of Savanna Industries, Inc.

("Kudu Dynamics"), partially offset by the completion of certain contracts.

The increase in revenues for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to program wins, a net increase in volumes on certain programs and $38 million of revenues recognized from the acquisition of Kudu Dynamics, partially offset by the completion of certain contracts.

The increase in operating income for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to program wins.

The increase in operating income for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to program wins and a net increase in volumes, partially offset by the completion of certain contracts.

The increase in revenues for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to program wins and $22 million recognized from the acquisition of Kudu Dynamics, partially offset by the completion of programs and a net decrease in volumes.

The increase in operating income for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to program wins and improved efficiencies, partially offset by a net decrease in volumes and the completion of programs.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

Three Months Ended Nine Months Ended

Health & Civil

Three Months Ended

(dollars in millions)

2025 September 27,

2024 Percent change October 3,

2025 September 27,

2026 April 4,

2025 Percent change

2 unchanged sentences

Operating margin 23.9 % 24.2 %

The increase in revenues and operating income for the three and nine months ended October 3, 2025, as compared to the three and nine months ended September 27, 2024, was primarily attributable to increased volumes and net write-ups on certain programs within the managed health services business.

Three Months Ended Nine Months Ended

Commercial & International

Revenues remained consistent while operating income slightly decreased for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025.

This was primarily attributable to a net decrease in volumes, offset by net write-ups on certain programs within the managed health services business.

Three Months Ended

(dollars in millions)

2025 September 27,

2024 Percent change October 3,

2025 September 27,

2026 April 4,

2025 Percent change

2 unchanged sentences

Operating margin 4.0 % 7.9 %

The decrease in revenues for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to the completion of certain contracts, partially offset by program wins.

The increase in revenues for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to program wins and prior year write-downs on certain programs within our UK operations, partially offset by completion of certain programs and a net decrease in volumes.

The decrease in operating income for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to an increase in technological investments and operating costs, partially offset by a net increase in volumes, net write-ups on certain programs and product mix.

The increase in operating income for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable prior year write-downs on certain programs within our UK operations, program wins and product mix, partially offset by completion of certain contracts and an increase in technological investments and operating costs.

Three Months Ended Nine Months Ended

Defense Systems

The increase in revenues for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to a net increase in volumes, $23 million favorable impact from exchange rate movements, program wins and $11 million recognized from the acquisition of Entrust.

The increase was partially offset by net write-downs on certain programs.

The decrease in operating income for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to an increase of $25 million in acquisition, integration and restructuring costs, driven by the Entrust transaction and net write-downs on certain programs.

The decrease was partially offset by a net increase in volumes.

Three Months Ended

(dollars in millions)

2025 September 27,

2024 Percent change October 3,

2025 September 27,

2026 April 4,

2025 Percent change

2 unchanged sentences

Operating margin 7.0 % 8.4 %

The increase in revenues for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to a net increase in volumes and program wins, partially offset by the completion of certain contracts.

The increase in revenues for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to program wins and a net increase in volumes, partially offset by the completion of certain contracts.

While revenues increased for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, operating income remained consistent.

This was primarily attributable to higher material costs for production programs in their initial phases.

The increase in operating income for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to program wins and a decrease in amortization expense in the current year.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

Three Months Ended Nine Months Ended

The increase in revenues for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to program wins, partially offset by completion of certain contracts.

The decrease in operating income for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to the completion of contracts and write-downs on certain programs in the current year, partially offset by program wins.

Three Months Ended

(dollars in millions)

2025 September 27,

2024 Percent change October 3,

2025 September 27,

2026 April 4,

2025 Percent change

Operating loss $ (17) $ (25) (32.0 %)

The increase in operating loss for the three months ended October 3, 2025, as compared to the three months ended September 27, 2024, was primarily attributable to a $24 million increase in legal reserves and general and administrative expenses.

The decrease in operating loss for the nine months ended October 3, 2025, as compared to the nine months ended September 27, 2024, was primarily attributable to decreased legal fees, a $25 million insurance reimbursement for legal costs primarily incurred prior to fiscal year 2025 and lower acquisition and integration costs.

The decrease in operating loss for the three months ended April 3, 2026, as compared to the three months ended April 4, 2025, was primarily attributable to a $15 million insurance reimbursement for legal costs incurred prior to fiscal 2026, partially offset by an increase in acquisition and integration costs.

NON-OPERATING EXPENSE, NET

Non-operating expense, net for the three months ended October 3, 2025, was $51 million as compared to $46 million for the three months ended September 27, 2024.

The increase was primarily driven by increased interest expense as a result of the two $500 million senior notes issued in February 2025.

Non-operating expense, net for the nine months ended October 3, 2025, was $156 million as compared to $142 million for the nine months ended September 27, 2024.

The increase was primarily driven by increased interest expense as a result of the two $500 million senior notes issued in February 2025 and unfavorable exchange rate movements.

PROVISION FOR INCOME TAXES

On July 4, 2025, tax legislation was enacted in H.R.1 Reconciliation Act, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) implementing several corporate tax law changes, including but not limited to, (1) restoring the immediate expensing of U.S.

research and development costs;

(2) allowing certain taxpayers an election to deduct the unamortized balance of U.S.

research and development costs capitalized in prior years;

and (3) reinstating one hundred percent bonus depreciation for eligible property.

Based upon our interpretation of the law as currently enacted, we estimate that income taxes payable and net deferred taxes will be $270 million and $235 million, respectively, lower at January 2, 2026, than our estimates prior to the OBBBA enactment.

For the three months ended October 3, 2025, our effective tax rate was 23.8% compared to 23.0% for the three months ended September 27, 2024.

The increase to the effective tax rate was primarily due to impacts from the OBBBA, partially offset by a decrease in valuation allowance compared to the prior year quarter.

For the nine months ended October 3, 2025, our effective tax rate was 23.9% compared to 23.3% for the nine months ended September 27, 2024.

The increase to the effective tax rate was primarily due to impacts from the OBBBA.

BOOKINGS AND BACKLOG

Effective for the first quarter of 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.

We recorded net bookings worth an estimated $5.9 billion and $11.9 billion during the three and nine months ended October 3, 2025, respectively, as compared to $8.0 billion and $15.8 billion for the three and nine months ended September 27, 2024, respectively.

Non-operating expense, net for the three months ended April 3, 2026, was $79 million as compared to $52 million for the three months ended April 4, 2025.

The increase was primarily driven by a $23 million settlement loss from the buy-out of our UK defined benefit pension plan and increased interest expense from the termination of our senior unsecured bridge loan facility and issuance of our $600 million and $800 million senior notes.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

PROVISION FOR INCOME TAXES

For the three months ended April 3, 2026, our effective tax rate was 21.9% compared to 23.6% for the three months ended April 4, 2025.

The decrease to the effective tax rate was primarily due to an increase in net excess tax benefits related to employee stock-based payment transactions and a decrease in unrecognized tax benefits.

BOOKINGS AND BACKLOG

We recorded net bookings worth an estimated $3.3 billion during the three months ended April 3, 2026, as compared to $2.1 billion for the three months ended April 4, 2025.

The estimated value of our total backlog was as follows:

October 3, 2025 September 27, 2024 (1)

April 3, 2026 April 4, 2025

(in millions) Funded Unfunded Total Funded Unfunded Total

National Security & Digital $ 3,203 $ 23,246 $ 26,449 $ 3,323 $ 20,908 $ 24,231

Health & Civil 1,866 9,043 10,909 1,536 10,002 11,538

Commercial & International 2,549 2,398 4,947 2,631 2,022 4,653

Defense Systems 1,446 3,905 5,351 1,602 3,489 5,091

Intelligence & Digital $ 1,882 $ 17,453 $ 19,335 $ 1,745 $ 15,603 $ 17,348

Health 1,760 4,800 6,560 832 7,431 8,263

Homeland 3,304 6,580 9,884 2,617 7,357 9,974

Defense 2,652 9,938 12,590 2,135 8,576 10,711

Total $ 9,598 $ 38,771 $ 48,369 $ 7,329 $ 38,967 $ 46,296

(1) Amounts have been recast to include estimated future revenue on task orders expected to be awarded under sole source IDIQ contracts.

As a result, unfunded backlog increased $4,952 million.

Backlog at October 3, 2025, includes $149 million acquired through the acquisition of Kudu Dynamics within our National Security & Digital reportable segment.

Backlog at April 3, 2026, includes $371 million acquired through the acquisition of Entrust within the Homeland reportable segment.

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.

3 unchanged sentences

OVERVIEW OF LIQUIDITY

As of October 3, 2025, we had $974 million in cash and cash equivalents.

As of April 3, 2026, we had $457 million in cash and cash equivalents.

We have a senior unsecured revolving credit facility which can provide up to $1.5 billion in additional borrowing, if required.

As of October 3, 2025, and January 3, 2025, there were no borrowings outstanding under the revolving credit facility.

We had outstanding debt of $4.7 billion at both October 3, 2025, and January 3, 2025.

In February 2025, we issued and sold $500 million 5.40% and $500 million 5.50% senior unsecured notes maturing in March 2032 and March 2035, respectively.

As of April 3, 2026, and January 2, 2026, there were no borrowings outstanding under the revolving credit facility.

We had outstanding debt of $6.3 billion and $4.6 billion at April 3, 2026, and January 2, 2026 respectively.

In March 2026, we issued and sold $600 million 4.10% and $800 million 5.00% senior unsecured notes maturing in March 2029 and March 2036, respectively.

The annual interest rate is payable on a semi-annual basis.

The proceeds from the issuance of the notes were used to retire the $500 million senior unsecured notes due May 2025 and repurchase $500 million outstanding shares of common stock in an accelerated share repurchase agreement (“ASR”) as discussed below.

The proceeds from the notes were used to fund a portion of the consideration payable in connection with the acquisition of Entrust and for general corporate purposes.

We have a commercial paper program in which we may issue short-term unsecured commercial paper notes ("Commercial Paper Notes") and have maturities of up to 397 days from the date of issuance.

As of October 3, 2025, and January 3, 2025, we did not have any Commercial Paper Notes outstanding.

We made principal payments on our debt of $455 million and $1,014 million during the three and nine months ended October 3, 2025, respectively, and $5 million and $14 million for the three and nine months ended September 27, 2024, respectively.

The activity for the three months ended October 3, 2025, included a prepayment on our senior unsecured term loan of $450 million and the activity for the nine months ended October 3, 2025, also included a $500 million payment to discharge the $500 million notes due May 2025.

Our senior unsecured term loan, senior unsecured notes and senior unsecured revolving facility contain financial covenants and customary restrictive covenants.

We were in compliance with all financial covenants as of October 3, 2025.

We paid dividends of $51 million and $156 million during the three and nine months ended October 3, 2025, respectively, and $51 million and $155 million during the three and nine months ended September 27, 2024, respectively.

Stock repurchases of Leidos common stock may be made on the open market or in privately negotiated transactions with third parties including through ASR agreements.

Whether repurchases are made and the timing and actual number of shares repurchased depends on a variety of factors including price, corporate capital requirements, other market conditions and regulatory requirements.

Repurchases may be accelerated, suspended, delayed or discontinued at any time.

As of April 3, 2026, we had $300 million of Commercial Paper Notes outstanding.

As of January 2, 2026, we did not have any Commercial Paper Notes outstanding.

We made $5 million and $529 million principal payments on our long-term debt during the three months ended April 3, 2026 and April 4, 2025, respectively.

The activity for the three months ended April 4, 2025, included a $500 million payment to discharge the $500 million notes due May 2025.

Our senior unsecured revolving credit facility, Commercial Paper Notes, senior unsecured term loan and notes outstanding as of April 3, 2026, contain financial covenants and customary restrictive covenants.

We were in compliance with all financial covenants as of April 3, 2026.

We paid dividends of $55 million and $53 million during the three months ended April 3, 2026, and April 4, 2025, respectively.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

On February 20, 2025, we entered into an ASR agreement with a financial institution to repurchase shares of our outstanding common stock.

We paid $500 million to the financial institution and received an initial delivery of 3 million shares at an average price of $131.50 per share.

In May 2025, we received the final delivery of 0.6 million shares related to the ASR agreement.

The total number of shares that we received under the ASR agreement was based on the volume-weighted-average-price of $138.44 per share, net of a discount, for the period February 20, 2025, to May 20, 2025.

The purchase was recorded to "Additional paid-in capital" in the condensed consolidated balance sheets (see "Note 8–Earnings Per Share").

All shares delivered were immediately retired.

We made open market repurchases of our common stock for an aggregate purchase price of $100 million during both the three and nine months ended October 3, 2025, and $200 million and $450 million during the three and nine months ended September 27, 2024, respectively.

On July 4, 2025, tax legislation was enacted as part of the OBBBA, implementing several corporate tax law changes as described above within Results of Operations.

We anticipate our federal and state tax payments will decrease by approximately $150 million in fiscal 2025, as compared to our estimates prior to the OBBBA enactment, primarily due to the decrease in our estimated 2025 taxable income related to these changes.

The actual decrease may be impacted by future guidance or interpretive rules issued by the U.S.

Treasury, among other factors.

We will continue to assess the effects on our liquidity as tax legislation evolves.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases in the open market, privately negotiated transactions or otherwise.

Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material.

Stock repurchases of Leidos common stock may be made on the open market or in privately negotiated transactions with third parties including through accelerated share repurchase agreements.

The repurchase program may be accelerated, suspended, delayed or discontinued at any time.

We made open market repurchases of our common stock for an aggregate purchase price of $200 million during the three months ended April 3, 2026.

During the three months ended April 4, 2025, we did not make any open market repurchases;

however, we repurchased $500 million of shares under an accelerated share repurchase agreement.

During the three months ended April 3, 2026, we invested $6 million in an investment fund as a limited partner, In connection with this investment, we have committed to invest an additional $94 million over the next five years.

We expect to fund this investment with cash on hand and cash generated through our operations.

For the next 12 months, we anticipate that we will be able to meet our liquidity needs, including servicing our debt, through cash generated from operations, available cash balances, borrowings from our commercial paper program and, if needed, sales of accounts receivable and borrowings from our revolving credit facility.

1 unchanged sentence

The following table summarizes cash flow information for the periods presented:

Three Months Ended Nine Months Ended

(in millions) October 3,

2025 September 27,

2024 October 3,

2025 September 27,

Three Months Ended

(in millions) April 3,

2026 April 4,

Net cash provided by operating activities

$ 711 $ 647 $ 1,255 $ 1,141

Net cash used in investing activities (2,359) (22)

Net cash used in financing activities (595) (257) (788) (644)

(1) Net cash provided by operating activities for the three and nine months ended September 27, 2024, was recast to reflect a change in the accounting policy, see "Note 1–Basis of Presentation and Summary of Significant Accounting Policies."

Net cash provided by operating activities increased $64 million during the three months ended October 3, 2025, when compared to the prior year quarter.

The increase was primarily due to an increase in tax benefits from the impacts of the OBBBA legislation and favorable changes in working capital, partially offset by the timing of payroll and employee benefit payments.

Net cash provided by operating activities increased $114 million during the nine months ended October 3, 2025, when compared to the prior year.

The increase was primarily due to an increase in tax benefits from the impacts of the OBBBA legislation, partially offset by the timing of payroll and employee benefit payments.

Net cash used in investing activities increased $13 million for the three months ended October 3, 2025, when compared to the prior year quarter.

The increase was primarily due to higher capital expenditures and a $7 million payment related to the acquisition of Kudu Dynamics.

Net cash used in investing activities increased $316 million for the nine months ended October 3, 2025, when compared to the prior year.

The increase was primarily due to $292 million of net cash paid related to the acquisition of Kudu Dynamics and higher capital expenditures.

Net cash used in financing activities increased $338 million for the three months ended October 3, 2025, when compared to the prior year quarter.

The increase was primarily due to a $450 million prepayment on our senior unsecured term loan, partially offset by a $100 million decrease in stock repurchases in the current year quarter.

Net cash used in financing activities increased $144 million for the nine months ended October 3, 2025, when compared to the prior year primarily due to a $150 million increase in stock repurchases, a $10 million increase in payments for debt activities, partially offset by a $11 million decrease in shares withheld for tax obligations.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

Net cash provided by (used in) financing activities

Net cash provided by operating activities increased $243 million during the three months ended April 3, 2026, when compared to the prior year quarter.

The increase was primarily due to favorable changes in working capital.

Net cash used in investing activities increased $2,337 million for the three months ended April 3, 2026, when compared to the prior year quarter.

The increase was primarily due to $2,338 million of net cash paid in connection with the acquisition of Entrust.

Net cash provided by financing activities increased $1,503 million for the three months ended April 3, 2026, when compared to the prior year quarter.

The increase was primarily due a net increase of $1,216 million in cash inflows from debt activity, consisting of proceeds from debt issuances and payments for borrowings and debt issuance costs.

The increase was also related to a $300 million net decrease in stock repurchases primarily attributable to the prior year accelerated share repurchase activities.

OFF-BALANCE SHEET ARRANGEMENTS

We have outstanding performance guarantees and cross-indemnity agreements in connection with certain aspects of our business.

We have outstanding performance guarantees and cross-indemnity agreements in connection with certain aspects of our business and future commitments related to an investment fund.

We also have letters of credit outstanding principally related to performance guarantees on contracts and surety bonds outstanding principally related to performance and subcontractor payment bonds as described in "Note 10–Commitments and Contingencies" of the notes to the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.

These arrangements have not had, and management does not believe it is likely that they will in the future have, a material effect on our liquidity, capital expenditures or capital resources, operations or financial condition.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

GUARANTOR AND ISSUER OF GUARANTEED SECURITIES

4 unchanged sentences

Senior unsecured Registered Notes issued by Leidos, Inc.:

$500 million 3.625% notes, due May 2025 (1)

$600 million 4.100% notes, due March 2029

$750 million 4.375% notes, due May 2030

3 unchanged sentences

$500 million 5.500% notes, due March 2035

(1) The $500 million senior unsecured notes were discharged as of April 4, 2025.

$800 million 5.000% notes, due March 2036

Leidos Holdings, Inc.

7 unchanged sentences

has fully and unconditionally guaranteed debt securities of Leidos Holding, Inc.

that were issued pursuant to transactions that were not registered under the Securities Act of 1933, as amended.

that were issued pursuant to transactions that programs were not registered under the Securities Act of 1933, as amended.

The following is a list of unregistered debt securities guaranteed by Leidos, Inc.

5 unchanged sentences

Intercompany payables represent amounts due to non-guarantor subsidiaries of the Issuer.

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

BALANCE SHEET INFORMATION FOR THE GUARANTOR AND ISSUER OF REGISTERED NOTES

(in millions) October 3,

(in millions) April 3,

2026 January 2,

8 unchanged sentences

Total liabilities $ 14,167 $ 12,230

Leidos Holdings, Inc.

PART I—FINANCIAL INFORMATION

STATEMENT OF OPERATIONS INFORMATION FOR THE GUARANTOR AND ISSUER OF REGISTERED NOTES

Nine Months Ended

(in millions) October 3,

Three Months Ended

(in millions) April 3,

Revenues, net $ 2,702

Operating income 190

Net income attributable to Leidos common stockholders

Net loss attributable to Leidos common stockholders

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis