UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2019

 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33072

A. Full title of plan and the address of the plan, if different from that of the issuer named below:

Leidos, Inc. Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Leidos Holdings, Inc.

1750 Presidents Street

Reston, VA 20190

LEIDOS, INC. RETIREMENT PLAN

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018:
	Statements of Net Assets Available for Benefits	2
	Statements of Changes in Net Assets Available for Benefits	3
	Notes to Financial Statements	4-10
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2019:
	Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)	11
EXHIBIT INDEX
	Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm	13
NOTE: All other schedules required by Section 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees, Plan Administrator and Plan Participants

Leidos, Inc. Retirement Plan

Reston, Virginia

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Leidos, Inc. Retirement Plan (the “Plan”) as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental information in the accompanying schedule of Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Elliott Davis, LLC

We have served as the Plan's auditor since 2016.

Greenville, SC

June 29, 2020

LEIDOS, INC. RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2019 AND 2018

				2019		2018
				(in thousands)
ASSETS:
	Investments:
		Mutual funds		$	—	$	1,899,943
		Leidos Holdings, Inc. common stock		—		423,113
		Common collective trusts		—		4,178,767
		Investment in Leidos, Inc. Master Trust at fair value			7,550,612		—
			Total investments at fair value		7,550,612		6,501,823
		Investment in Leidos, Inc. Master Trust at contract value			489,192	—
			Total investments	8,039,804		6,501,823
	Receivables:
		Notes receivable from participants		58,109		54,249
NET ASSETS AVAILABLE FOR BENEFITS				$	8,097,913	$	6,556,072

See notes to financial statements.

2

LEIDOS, INC. RETIREMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

				2019		2018
				(in thousands)
ADDITIONS:
	Investment income:
		Net appreciation (depreciation) in fair value of investments		$	1,064,398	$	(432,961)
		Interest and dividends		6,506		11,666
		Plan interest in Leidos, Inc. Master Trust		587,296		—
			Net investment income (loss)	1,658,200		(421,295)
	Interest income on notes receivable from participants			3,033		2,509
	Contributions:
		Participants		239,174		221,437
		Employer		98,634		93,510
		Employee rollovers		60,356		60,520
			Total contributions	398,164		375,467
			Total additions	2,059,397		(43,319)
DEDUCTIONS:
	Distributions paid to participants			534,540		462,477
	Administrative expenses			3,775		3,302
			Total deductions	538,315		465,779
INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS				1,521,082		(509,098)
PLAN TO PLAN TRANSFER IN (NOTE 1)				20,759		—
NET ASSETS AVAILABLE FOR BENEFITS:
	Beginning of year			6,556,072		7,065,170
	End of year			$	8,097,913	$	6,556,072

See notes to financial statements.

3

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

1.DESCRIPTION OF THE PLAN

The following brief description of the Leidos, Inc. Retirement Plan (the “Plan”) is for general information purposes only. Participants should refer to the Plan document and the Summary Plan Description dated May 2018 and Prospectus Supplement dated December 2018 for more complete information regarding the Plan. Within these financial statements, Leidos, Inc. (the “Company”) refers to the sponsoring employer, and Leidos Holdings, Inc. (“Leidos”) refers to the publicly-traded parent of the sponsoring employer.

General—The Plan is a defined contribution plan sponsored by the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Plan is a defined contribution 401(k) plan with profit-sharing and employee stock ownership plan (“ESOP”) features. Contributions to the Plan from participants and the Company are held in a qualified retirement trust fund. The Leidos, Inc. Retirement Plans Committee is the Plan’s named fiduciary for purposes of Section 402(a) of ERISA.

Investment Funds—As of December 31, 2019, the Plan held interest in the Leidos, Inc. Master Trust (“Master Trust”). As of December 31, 2018, the Plan held investments in nine mutual funds, 19 common collective trust funds, and two Company stock funds: the Leidos Common Stock Fund and the Leidos Closed Stock Fund.

Eligibility—Employees of the Company and its subsidiaries that have adopted the Plan are eligible to participate in the Plan. Employees must be in an eligible fringe benefit package to be eligible to receive Company matching 401(k) contributions, profit sharing contributions, and ESOP contributions. Employees may make elective contributions and receive Company matching 401(k) contributions upon commencing employment.

Participant Contributions—The Plan permits participants to contribute up to 90% of their eligible compensation to the Plan, subject to statutory limitations. Participants who have attained the age of 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing rollovers from other qualified plans. Participant contributions are invested according to participant direction into any of the available investment funds of the Plan. Participant contributions and rollovers to the Leidos Common Stock Fund are limited to a maximum 50% of the employee deferral or rollover, as applicable.

Employer Contributions—The Company may make discretionary contributions, which include matching 401(k) contributions, non-elective contributions, and ESOP contributions. Eligible participants may receive Company matching 401(k) contributions based on a maximum match percentage of 100%, depending on fringe level, of the first 5% of eligible compensation contributed to the Plan (up to a maximum match percentage of 5%), which are invested per participant direction. The Company, at its discretion, may also make additional contributions to the Plan for the benefit of non-highly compensated participants in order to comply with Section 401(k) (3) of the Internal Revenue Code. The Company made no additional contributions for the benefit of non-highly compensated participants for the Plan years ended December 31, 2019 and 2018. Company contributions to the Plan for the Plan years ended December 31, 2019 and 2018 were made in cash and transfers from the forfeiture account.

Participant Accounts—In accordance with Plan provisions, individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, and if eligible, allocations of Company discretionary contributions. Allocations are based on participant eligible compensation, as defined in the Plan document. Participant accounts also reflect changes from investment income and losses and from distributions. The benefit to which a participant is entitled is the vested balance of his or her account.

Asset Transfer In—On April 1, 2019, approximately $20,759,000 was transferred from the Former Employees of Leidos Cyber, Inc 401(k) Plan, maintained by John Hancock, to the Plan. Funds were transferred in kind to the same funds where possible. All remaining transferred amounts are included in the statement of net assets available for benefits as of December 31, 2019.

Vesting and Forfeitures—Participant’s elective deferrals and rollover contributions together with associated earnings vest immediately. Company contributions vest 25% for each of the first two calendar years during which the participant works at least 850 hours and become fully vested after the participant completes three years of vesting service, as defined by the Plan. In addition, participants become fully vested in Company contributions while employed with the Company upon reaching age 59-1/2, permanent disability, or death. Upon termination of employment with the Company, participants forfeit any portion of Company contributions that have not yet vested when they take a full distribution or after five one-year breaks in service. Forfeitures may be applied to

4

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

future Company matching 401(k) contributions, to provide reinstatement due to military leave, to increase profit sharing contributions, or to pay Plan expenses. During the years ended December 31, 2019 and 2018, the Company applied forfeited non-vested amounts of approximately $6,618,000 and $1,787,000, respectively, primarily toward Company matching 401(k) contributions. As of December 31, 2019 and 2018, forfeited non-vested accounts available for application by the Company totaled approximately $226,000 and $123,000, respectively.

Notes Receivable from Participants—Participants may borrow up to 50% of their vested account balance, up to a maximum of

$50,000. Loan repayment periods may not exceed 60 months except for loans used to acquire a principal residence, in which case the repayment period may not exceed 30 years. The loans are secured by the vested account balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined monthly by the Plan administrator. Principal and interest are collected ratably through payroll deductions or through direct payments from terminated employees who have loans. As of December 31, 2019, outstanding loans bear interest at rates ranging from 4.25% to 9.25%, and have maturities from January 2020 through December 2049.

Distributions to Participants—For vested account balances less than or equal to $1,000, participants receive their vested account balance in a single lump sum within 12 calendar months following termination of employment with the Company. For balances over $1,000 and less than or equal to $5,000, participants have an opportunity to elect a cash distribution or a rollover to another eligible plan within 12 calendar months following termination. Otherwise, the balance will automatically be rolled over to a Vanguard IRA. For vested account balances that exceed $5,000, a participant’s vested account balance is not distributed unless the participant elects to take a distribution following the participant’s termination of employment with the Company. Regardless of the existing account balance, distributions are made to participants who die or become permanently disabled while employed by the Company. After attaining age 59-1/2, a participant may make withdrawals even if still employed by the Company. A participant may make withdrawals from the Plan prior to attaining age 59-1/2 of their rollover account, after-tax account or if the participant incurs a financial hardship, as specified by the Plan. Former employees, regardless of their age, may elect to receive unlimited distributions in any given Plan year, of all or a portion of their account balance.

Tax Status—The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated March 10, 2015, that the Plan was designed in accordance with the applicable requirements of the Internal Revenue Code. Accordingly, no provision for income taxes has been included in the Plan’s financial statements. Although the Plan has been amended since receiving the March 10, 2015 letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the Internal Revenue Code and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service and other taxing authorities. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Related-Party Transactions—Certain Plan investments are managed by The Vanguard Group, the Plan’s record-keeper; therefore, transactions with these investments qualify as party-in-interest transactions. Fees paid to the record-keeper were approximately $3,775,000 and $3,302,000 for the Plan years ended December 31, 2019 and 2018, respectively. There were no amounts payable to the Plan’s record-keeper as of December 31, 2019 and December 31, 2018. Members of the Company’s Retirement Plans Committee also participate in the Plan. The Company pays directly any other fees related to the Plan’s operation.

At December 31, 2019 and 2018, Leidos Holdings, Inc. common stock held by the Plan were:

	2019		2018
	(in thousands)
Number of Shares	7,468		8,057
Cost Basis	$	282,151	$	284,531
Fair Value	$	731,679	$	423,113

Termination of the Plan—Although, it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time subject to the provisions of ERISA. Upon termination of the Plan, the participants become 100% vested in any unvested portion of their accounts.

5

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

2.  SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The Plan’s financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Investment transactions are accounted for on their trade dates.

Accounting Estimates—The preparation of financial statements in conformity with generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of additions and deductions during the reporting periods. Actual results may differ from those estimates.

Investment Valuation and Income Recognition—Investments are held by the Leidos, Inc. Master Trust as of December 31, 2019 and by the Plan as of December 31, 2018 as follows:

Investment in Master Trust—Primarily reported at fair value. Fair value is the price that would have been received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Master Trust invests in a Stable Value Fund which holds synthetic guaranteed investment contracts ("GICs") that are reported at contract value. The synthetic GICs simulate the performance of guaranteed investment contracts through an issuer’s guarantee of a specific interest rate (the wrapper contract) and a portfolio of financial instruments which include intermediate bond funds and money market funds. Contract value is the relevant measurement attributable to a GIC because it is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Master Trust invests in Mutual Funds, Common Collective Trusts, Leidos Stock and the Stable Value Fund mentioned above.

Investment in Mutual Funds—Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Investment in Common Collective Trusts ("CCTs")—Investments in CCTs are valued at NAV. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. If the Plan were to initiate a full redemption of the CCTs, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

Investment in Common Stock—Investments in shares of Leidos Holdings, Inc. common stock, which is publicly traded on the New York Stock Exchange, is recorded at its publicly-traded quoted market price as of December 31, 2019 and 2018.

Investment Gains and Losses—Realized gains and losses on sales of investments are calculated as the difference between the fair value of the investments upon sale and the fair value of the investments at purchase. Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investments at the end of the year and the fair value of the investments at the beginning of the year or at purchase if purchased during the year.

Interest income is recorded on the accrual basis of accounting. Dividends are recorded on the ex-dividend date.

Notes Receivable from Participants—Notes receivable from participants are carried at the aggregate unpaid principal balance of loans outstanding.Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when incurred. No allowance for credit losses has been recorded as of December 31, 2019 or 2018.If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

Benefits Payable—Benefit payments to participants are recorded upon distribution. There were no benefits payable to participants who had elected to withdraw from the Plan, but had not yet been paid as of December 31, 2019 and 2018.

Administrative Expenses—Administrative expenses of the Plan are paid by the Plan sponsor or Plan participants as provided in the Plan document.

6

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Subsequent Events—The Plan has evaluated subsequent events through June 29, 2020, the Plan's issuance date. Other than the event mentioned below, no other material events were identified during the period.

The COVID-19 pandemic is affecting major economic and financial markets, and effectively all industries and governments are facing challenges and has resulted in a period of business disruption. The extent of the COVID-19 impact on the Plan’s participants' accounts and the amounts reported in the statement of net assets available for benefits for the year ended December 31, 2019 resulting from market impacts cannot be predicted at this time.

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted. Among other provisions, the CARES Act provides temporary options for Plan participants with respect to certain Plan distributions and loans. Plan management has adopted and implemented certain provisions of the CARES Act and expects to make related Plan document amendments by the relevant deadline.

Recently Issued Accounting Pronouncements—In February 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2017-06. This Update changes reporting and disclosure requirements for plans with master trusts. This Update is effective for the fiscal periods beginning after December 15, 2018. Upon adoption, the amendments shall be applied retrospectively to all periods presented. The Plan adopted this Update for the Plan year ended December 31, 2019. The adoption did not have a material impact on the Plan's net assets or changes in net assets.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to Disclosure Requirements for Fair Value Measurement, to improve the effectiveness of disclosures in the notes to the financial statements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The Plan is currently evaluating the impact of this new standard on its financial statements but the adoption of ASU 2018-13 is not expected to have a material impact on the financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Plan’s net assets or changes in net assets.

3. FAIR VALUE MEASUREMENTS

Accounting guidance has been issued that establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

Level 2 Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable to the fair value measurement of assets or liabilities and are used to the extent that observable inputs are not available.

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the end of the reporting period.

7

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

The following table sets forth the Plan’s investments at fair value, on a recurring basis as of December 31, 2018. For the Plan’s investments at fair value as of December 31, 2019, see Note 4 – Plan Interest in Master Trust.

	(Level 1)		Total
	(in thousands)
Mutual funds	$	1,899,943	$	1,899,943
Common stock	423,113		423,113
Total assets in the fair value hierarchy	$	2,323,056	2,323,056
Investments measured at NAV (a)			4,178,767
Investments at fair value			$	6,501,823

(a)Investments measured at NAV per share or its equivalent are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits. These investments, which represent the Plan’s investments in common collective trusts, have no unfunded commitments, have a daily redemption frequency and do not have a redemption notice period.

The Plan did not have any Level 2 or Level 3 investments for the year ended December 31, 2018.

4. PLAN INTEREST IN MASTER TRUST

As of August 1, 2019, the Plan moved all of its investments into the Leidos, Inc. Master Trust. The Plan’s investments are included in the investments of the Master Trust. Each participant in the retirement plan directs their investments into the funds within the Master Trust. The Plan’s record keeper maintains supporting records for the purpose of allocating net assets and net gains and losses of each of the investments of the Plans and to each participant’s account based on participant direction. The Master Trust also includes investment assets of the QTC Management, Inc. Retirement Savings Plan and the Leidos BioMedical 401(k) Retirement Plan.

Refer to Note 3 – Fair Value Measurement for a description of the valuation methodologies used.

The following table presents the investments and other assets and liabilities of the Master Trust, and the Plan's interest in the Master Trust, as of December 31, 2019:

	Master Trust Balances		Plan’s Interest in Master Trust Balances
	(in thousands)
Mutual funds	$	1,673,638	$	1,658,054
Leidos Holdings, Inc common stock	733,279		731,679
Common collective trusts	5,338,749		5,160,879
Total investments at fair value	7,745,666		7,550,612
Stable value fund at contract value	498,304		489,192
Total investments	$	8,243,970	$	8,039,804

8

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

The following table sets forth the changes in net assets for the Master Trust for the period from August 1, 2019 through December 31, 2019 (in thousands):

Net appreciation in fair value of investments	$	603,276
Interest and dividend income	9,961
Total investment income	613,237
Net transfers	7,630,733
MASTER TRUST NET ASSETS:
Beginning	—
Ending	$	8,243,970

During 2019, the Plan received an allocation of 95.7% on the net investment income in the Master Trust. Investment income is allocated to each plan based on the plan’s specific interest attributed to the underlying assets of the Master Trust.

The following table sets forth by level, within the fair value hierarchy, the assets at fair value of the Master Trust as of December 31, 2019:

	(Level 1)		Total
	(in thousands)
Mutual funds	$	1,673,638	$	1,673,638
Common stock	733,279		733,279
Total assets in the fair value hierarchy	$	2,406,917	2,406,917
Investments measured at NAV (a)			5,338,749
Investments at fair value			$	7,745,666

(a)Investments measured at NAV per share or its equivalent are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits. These investments, which represent the Plan’s investments in common collective trusts, have no unfunded commitments, have a daily redemption frequency and do not have a redemption notice period.

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the year ended December 31, 2019, there were no significant transfers in or out of levels 1, 2, or 3.

The Plan did not have any Level 2 or Level 3 investments for the year ended December 31, 2019.

9

LEIDOS, INC. RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS-(Continued)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits as reported in the financial statements to Schedule H on Form 5500:

	2019		2018
	(in thousands)
Net assets available for benefits as reported in financial statements	$	8,097,913	$	6,556,072
Participant loans deemed distributed	(1,181)		(1,197)
Deemed loans repaid	280		181
Net assets available for benefits reported on Sch H on form 5500	$	8,097,012	$	6,555,056

The following is a reconciliation of changes in net assets available for benefits as reported in the financial statements to Schedule H on Form 5500:

	2019		2018
	(in thousands)
Increase (decrease) in net assets available for benefits per the financial statements	$	1,521,082	$	(509,098)
Net change in participant loans deemed distributed	17		(161)
Net change in deemed loans repaid	99		(3)
Net income (loss) per Form 5500	$	1,521,198	$	(509,262)

6. RISKS AND UNCERTAINTIES

The Plan invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such change could materially affect the amounts reported in the statements of net assets available for benefits. See Note 2 – Significant Accounting Policies.

*****

10

SUPPLEMENTAL SCHEDULE

LEIDOS, INC. RETIREMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2019 (in thousands)

 EIN: 95-3630868  Plan #004  

(a)	(b) Identity of Issue, Borrower, Lessor or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value	(d) Cost	(e) Current Value
*	Notes Receivable from Participants	Loans/Interest rates from 4.25% to 9.25%; maturities from January 2020 to December 2049	**	58,109
				$	58,109

* Indicates party-in-interest to the Plan.

**  Not applicable—participant-directed investment.

11

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Leidos, Inc. Retirement Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEIDOS, INC. RETIREMENT PLAN
Date: June 29, 2020	/s/ Marc Crown
	Marc Crown
	Senior Vice President, Corporate Treasurer

12

Exhibit Index

Exhibit No.

23.1  Consent of Independent Registered Public Accounting Firm

         2019 - Elliott Davis, LLC

13

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-138095, 333-153360, 333-169693, No. 333-218435, and Post-Effective Amendment No. 1 to Registration Statement No. 333-138095 on Forms S-8 of Leidos Holdings, Inc. of our report dated June 29, 2020, relating to the financial statements and supplemental schedule appearing in this Annual Report on Form 11-K of Leidos, Inc. Retirement Plan for the year ended December 31, 2019.

/s/ Elliott Davis, LLC

Greenville, SC

June 29, 2020