UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from              to  

Commission file number 001-33072

Leidos Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			20-3562868
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1750 Presidents Street,	Reston,	Virginia	20190
(Address of principal executive offices)			(Zip Code)

(571) 526-6000

(Registrant's telephone number, including area code)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $.0001 per share	LDOS	New York Stock Exchange

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

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

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

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

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

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

The number of shares issued and outstanding of each of the issuer’s classes of common stock as of July 25, 2023, was 137,351,127 shares of common stock ($.0001 par value per share).

LEIDOS HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

Part I		Page
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	8
	Note 1–Basis of Presentation and Summary of Significant Accounting Policies	8
	Note 2–Revenues	10
	Note 3–Acquisitions, Divestitures, Goodwill and Intangible Assets	12
	Note 4–Fair Value Measurements	15
	Note 5–Derivative Instruments	16
	Note 6–Debt	17
	Note 7–Accumulated Other Comprehensive Income (Loss)	19
	Note 8–Earnings Per Share	19
	Note 9–Income Taxes	20
	Note 10–Business Segments	20
	Note 11–Commitments and Contingencies	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
	Overview	24
	Business Environment and Trends	24
	Results of Operations	25
	Bookings and Backlog	27
	Liquidity and Capital Resources	28
	Off-Balance Sheet Arrangements	29
	Guarantor and Issuer of Guaranteed Securities	30
	Contractual Obligations and Commitments	31
	Critical Accounting Policies	31
	Recently Adopted and Issued Accounting Standards	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
Part II
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	35
Signatures		36

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except par value)

	June 30, 2023		December 30, 2022
	(unaudited)
Assets:
Cash and cash equivalents	$	329	$	516
Receivables, net	2,478		2,350
Inventory, net	310		287
Other current assets	459		490
Total current assets	3,576		3,643
Property, plant and equipment, net	928		847
Intangible assets, net	851		952
Goodwill	6,701		6,696
Operating lease right-of-use assets, net	534		545
Other long-term assets	436		388
Total assets	$	13,026	$	13,071
Liabilities:
Accounts payable and accrued liabilities	$	1,970	$	2,254
Accrued payroll and employee benefits	666		701
Short-term debt and current portion of long-term debt	219		992
Total current liabilities	2,855		3,947
Long-term debt, net of current portion	4,670		3,928
Operating lease liabilities	553		570
Deferred tax liabilities	16		40
Other long-term liabilities	279		233
Total liabilities	8,373		8,718
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.0001 par value, 500 million shares authorized, 137 million and 137 million shares issued and outstanding at June 30, 2023, and December 30, 2022, respectively	—		—
Additional paid-in capital	2,024		2,005
Retained earnings	2,636		2,367
Accumulated other comprehensive loss	(63)		(73)
Total Leidos stockholders’ equity	4,597		4,299
Non-controlling interest	56		54
Total stockholders' equity	4,653		4,353
Total liabilities and stockholders' equity	$	13,026	$	13,071

See accompanying notes to condensed consolidated financial statements.

1

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended				Six Months Ended
	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022
	(unaudited; in millions, except per share amounts)
Revenues	$	3,838	$	3,597	$	7,537	$	7,091
Cost of revenues	3,271		3,059		6,475		6,041
Selling, general and administrative expenses	237		262		470		498
Acquisition, integration and restructuring costs	6		5		9		8
Asset impairment charges	—		3		—		3
Equity earnings of non-consolidated subsidiaries	(7)		(3)		(13)		(1)
Operating income	331		271		596		542
Non-operating expense:
Interest expense, net	(56)		(50)		(110)		(98)
Other (expense) income, net	(1)		4		(5)		3
Income before income taxes	274		225		481		447
Income tax expense	(64)		(53)		(107)		(98)
Net income	$	210	$	172	$	374	$	349
Less: net income attributable to non-controlling interest	3		1		5		3
Net income attributable to Leidos common stockholders	$	207	$	171	$	369	$	346
Earnings per share:
Basic	$	1.51	$	1.25	$	2.69	$	2.51
Diluted	1.50		1.24		2.67		2.49

See accompanying notes to condensed consolidated financial statements.

2

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Six Months Ended
	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022
	(unaudited; in millions)
Net income	$	210	$	172	$	374	$	349
Foreign currency translation adjustments	(3)		(85)		12		(83)
Unrecognized gain (loss) on derivative instruments	4		7		(1)		36
Pension adjustments	—		(21)		(1)		(20)
Total other comprehensive income (loss), net of taxes	1		(99)		10		(67)
Comprehensive income	211		73		384		282
Less: net income attributable to non-controlling interest	3		1		5		3
Comprehensive income attributable to Leidos common stockholders	$	208	$	72	$	379	$	279

See accompanying notes to condensed consolidated financial statements.

3

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions, except for per share amounts)

	Shares of common stock	Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Leidos stockholders' equity		Non-controlling interest		Total stockholders' equity
Balance at December 30, 2022	137	$	2,005	$	2,367	$	(73)	$	4,299	$	54	$	4,353
Net income	—	—		162		—		162		2		164
Other comprehensive income, net of taxes	—	—		—		9		9		—		9
Issuances of stock	—	14		—		—		14		—		14
Repurchases of stock and other	—	(43)		—		—		(43)		—		(43)
Dividends of $0.36 per share	—	—		(50)		—		(50)		—		(50)
Stock-based compensation	—	18		—		—		18		—		18
Net capital distributions to non-controlling interest	—	—		—		—		—		(1)		(1)
Balance at March 31, 2023	137	$	1,994	$	2,479	$	(64)	$	4,409	$	55	$	4,464
Net income	—	—		207		—		207		3		210
Other comprehensive loss, net of taxes	—	—		—		1		1		—		1
Issuances of stock	—	14		—		—		14		—		14
Dividends of $0.36 per share	—	—		(50)		—		(50)		—		(50)
Stock-based compensation	—	19		—		—		19		—		19
Net capital distributions to non-controlling interest	—	(3)		—		—		(3)		(2)		(5)
Balance at June 30, 2023	137	$	2,024	$	2,636	$	(63)	$	4,597	$	56	$	4,653

See accompanying notes to condensed consolidated financial statements.

4

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions, except for per share amounts)

	Shares of common stock	Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Leidos stockholders' equity		Non-controlling interest		Total stockholders' equity
Balance at December 31, 2021	140	$	2,423	$	1,880	$	(12)	$	4,291	$	53	$	4,344
Net income	—	—		175		—		175		2		177
Other comprehensive income, net of taxes	—	—		—		32		32		—		32
Issuances of stock	1	15		—		—		15		—		15
Repurchases of stock and other	(4)	(526)		—		—		(526)		—		(526)
Dividends of $0.36 per share	—	—		(48)		—		(48)		—		(48)
Stock-based compensation	—	16		—		—		16		—		16
Net capital distributions to non-controlling interest	—	—		—		—		—		(2)		(2)
Balance at April 1, 2022	137	$	1,928	$	2,007	$	20	$	3,955	$	53	$	4,008
Net income	—	—		171		—		171		1		172
Other comprehensive income, net of taxes	—	—		—		(99)		(99)		—		(99)
Issuances of stock	—	10		—		—		10		—		10
Repurchases of stock and other	—	(2)		—		—		(2)		—		(2)
Dividends of $0.36 per share	—	—		(50)		—		(50)		—		(50)
Stock-based compensation	—	19		—		—		19		—		19
Net capital distributions to non-controlling interest	—	—		—		—		—		(1)		(1)
Balance at July 1, 2022	137	$	1,955	$	2,128	$	(79)	$	4,004	$	53	$	4,057

See accompanying notes to condensed consolidated financial statements.

5

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30, 2023		July 1, 2022
	(unaudited; in millions)
Cash flows from operations:
Net income	$	374	$	349
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	166		168
Stock-based compensation	37		35
Deferred income taxes	(88)		(136)
Other	6		7
Change in assets and liabilities, net of effects of acquisitions and dispositions:
Receivables	(123)		(238)
Other current assets and other long-term assets	49		73
Accounts payable and accrued liabilities and other long-term liabilities	(198)		(266)
Accrued payroll and employee benefits	(32)		101
Income taxes receivable/payable	(125)		45
Net cash provided by operating activities	66		138
Cash flows from investing activities:
Acquisition of a business, net of cash acquired	(4)		(2)
Divestiture of a business	—		15
Payments for property, equipment and software	(79)		(49)
Net proceeds from sale of assets	—		6
Other	—		1
Net cash used in investing activities	(83)		(29)
Cash flows from financing activities:
Proceeds from debt issuance	1,743		380
Net proceeds from commercial paper	200		150
Repayments of borrowings	(2,036)		(434)
Payments for debt issuance costs	(7)		—
Dividend payments	(100)		(100)
Repurchases of stock and other	(43)		(528)
Proceeds from issuances of stock	25		22
Net capital distributions to non-controlling interests	(3)		(3)
Net cash used in financing activities	(221)		(513)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	3		(5)
Net decrease in cash, cash equivalents and restricted cash	(235)		(409)
Cash, cash equivalents and restricted cash at beginning of period	683		875
Cash, cash equivalents and restricted cash at end of period	448		466
Less: restricted cash at end of period	119		127
Cash and cash equivalents at end of period	$	329	$	339

See accompanying notes to condensed consolidated financial statements.

6

LEIDOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30, 2023		July 1, 2022
	(unaudited; in millions)
Supplementary cash flow information:
Cash paid for income taxes, net of refunds	$	279	$	127
Cash paid for interest	96		107
Non-cash investing activity:
Property, plant and equipment additions	$	1	$	5
Non-cash financing activity:
Finance lease obligations	$	65	$	1

See accompanying notes to condensed consolidated financial statements.

7

LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1–Basis of Presentation and Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation

Leidos Holdings, Inc. ("Leidos"), a Delaware corporation, is a holding company whose direct 100%-owned subsidiary and principal operating company is Leidos, Inc. Leidos is a FORTUNE 500® technology, engineering, and science company that provides services and solutions in the defense, intelligence, civil and health markets, both domestically and internationally. Leidos' customers include the U.S. Department of Defense ("DoD"), the U.S. Intelligence Community, the 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. Unless indicated otherwise, references to "we," "us" and "our" refer collectively to Leidos Holdings, Inc. and its consolidated subsidiaries. We operate in three reportable segments: Defense Solutions, Civil and Health. Additionally, we separately present the unallocable costs associated with corporate functions as Corporate.

We have a controlling interest in Mission Support Alliance, LLC ("MSA"), a joint venture with Centerra Group, LLC. We also have a controlling interest in Hanford Mission Integration Solutions, LLC ("HMIS"), the legal entity for the follow-on contract to MSA's contract and a joint venture with Centerra Group, LLC and Parsons Government Services, Inc. The financial results for MSA and HMIS are consolidated into our unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements also include the balances of all voting interest entities in which Leidos has a controlling voting interest ("subsidiaries") and a variable interest entity ("VIE") in which Leidos is the primary beneficiary. The consolidated balances of the VIE are not material to the unaudited condensed consolidated financial statements for the periods presented. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements has been prepared in accordance with the rules of the U.S. Securities and Exchange Commission and accounting principles generally accepted in the United States of America ("GAAP"). Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to estimated profitability of long-term contracts, indirect billing rates, allowances for doubtful accounts, inventories, right-of-use assets and lease liabilities, fair value and impairment of intangible assets and goodwill, income taxes, stock-based compensation expense and contingencies. These estimates have been prepared by management on the basis of the most current and best available information; however, actual results could differ materially from those estimates.

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. We combined "Bad debt expense and recoveries" into "Selling, general and administrative expenses" on the condensed consolidated statements of income. We have certain entities where the functional currency is not the U.S. dollar and have separately presented the effect of exchange rate changes on cash, cash equivalents and restricted cash held in foreign currencies as a separate line in the condensed consolidated statements of cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation thereof. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed on February 14, 2023.

8

LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accounting Standards Updates Issued and Adopted

ASU 2020-04, ASU 2021-01 and ASU 2022-06, Reference Rate Reform (ASC 848)

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, which provides companies with optional expedients and exceptions to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This update provides optional expedients for applying accounting guidance to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this update are effective for all entities as of March 2020 and can be adopted using a prospective approach no later than December 31, 2022.

In January 2021, the FASB issued ASU 2021-01 which amends the scope of ASU 2020-04. The amendments in this update are elective and provide optional relief for entities with hedge accounting and contract modifications affected by the transition from LIBOR through December 31, 2022. In December 2022, the FASB issued ASU 2022-06 which extends the deadline for application of ASU 2021-01 through December 31, 2024. Under this relief, entities may continue to account for contract modifications as a continuation of the existing contract and the continuation of the hedge accounting arrangement. In the first half of fiscal 2023, we adopted certain practical expedients available under ASC 848. Our term loans are based on a Secured Overnight Financing Rate (“SOFR”) rate (see "Note 6–Debt"). Additionally, during the three months ended June 30, 2023, we modified our interest rate swap agreements to reference SOFR (see "Note 5–Derivative Instruments") in conformity with the relief available under ASC 848. The standard did not have a material impact on our financial position, results of operations or earnings per share.

Changes in Estimates on Contracts

Changes in estimates related to contracts accounted for using the cost-to-cost method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes, with the exception of contracts acquired through a business combination, where the adjustment is made for the period commencing from the date of acquisition.

Changes in estimates on contracts were as follows:

	Three Months Ended				Six Months Ended
	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022
	(in millions, except per share amounts)
Favorable impact	$	40	$	39	$	62	$	80
Unfavorable impact	(22)		(20)		(38)		(46)
Net impact to income before income taxes	$	18	$	19	$	24	$	34
Impact on diluted EPS attributable to Leidos common stockholders	$	0.10	$	0.10	$	0.13	$	0.18

The impact on diluted earnings per share ("EPS") attributable to Leidos common stockholders is calculated using the statutory tax rate.

Revenue Recognized from Prior Obligations

Revenue recognized from performance obligations satisfied in previous periods was $16 million and $15 million for the three and six months ended June 30, 2023, respectively, and $17 million and $34 million for the three and six months ended July 1, 2022, respectively. The changes primarily related to revisions of variable consideration including award and incentive fees, and revisions to estimates at completion resulting from changes in contract scope, mitigation of contract risks or true-ups of contract estimates at the end of contract performance.

Cash and Cash Equivalents

Our cash equivalents are primarily comprised of investments in several large institutional money market accounts, with original maturity of three months or less. At June 30, 2023, and December 30, 2022, $144 million and $158 million, respectively, of outstanding payments were included within "Cash and cash equivalents" and "Accounts payable and accrued liabilities" correspondingly on the condensed consolidated balance sheets.

9

LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Restricted Cash

We have restricted cash balances, primarily representing advances from customers that are restricted for use on certain expenditures related to that customer's contract. Restricted cash balances are included as "Other current assets" in the condensed consolidated balance sheets. Our restricted cash balances were $119 million and $167 million at June 30, 2023, and December 30, 2022, respectively.

Note 2–Revenues

Remaining Performance Obligations

Remaining performance obligations ("RPO") represent the expected value of exercised contracts, both funded and unfunded, less revenue recognized to date. RPO does not include unexercised option periods and future potential task orders expected to be awarded under indefinite delivery/indefinite quantity ("IDIQ") contracts, General Services Administration Schedule or other master agreement contract vehicles, with the exception of certain IDIQ contracts where task orders are not competitively awarded and separately priced but instead are used as a funding mechanism, and where there is a basis for estimating future revenues and funding on future anticipated task orders.

As of June 30, 2023, we had $13.9 billion of RPO and expect to recognize approximately 63% and 78% over the next 12 months and 24 months, respectively, with the remainder to be recognized thereafter.

Disaggregation of Revenues

We disaggregate revenues by customer-type, contract-type and geographic location for each of our reportable segments.

Disaggregated revenues by customer-type were as follows:

	Three Months Ended June 30, 2023								Six Months Ended June 30, 2023
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
DoD and U.S. Intelligence Community	$	1,578	$	22	$	253	$	1,853	$	3,121	$	43	$	513	$	3,677
Other U.S. government agencies(1)	253		680		473		1,406		511		1,359		901		2,771
Commercial and non-U.S. customers	355		177		22		554		665		335		44		1,044
Total	$	2,186	$	879	$	748	$	3,813	$	4,297	$	1,737	$	1,458	$	7,492

	Three Months Ended July 1, 2022								Six Months Ended July 1, 2022
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
DoD and U.S. Intelligence Community	$	1,522	$	20	$	239	$	1,781	$	3,061	$	40	$	477	$	3,578
Other U.S. government agencies(1)	228		660		420		1,308		450		1,273		805		2,528
Commercial and non-U.S. customers	302		148		28		478		589		295		55		939
Total	$	2,052	$	828	$	687	$	3,567	$	4,100	$	1,608	$	1,337	$	7,045

(1) Includes federal government agencies other than the DoD and U.S. Intelligence Community, as well as state and local government agencies.

10

LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregated revenues by contract-type were as follows:

	Three Months Ended June 30, 2023								Six Months Ended June 30, 2023
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
Cost-reimbursement and fixed-price-incentive-fee	$	1,167	$	458	$	202	$	1,827	$	2,331	$	929	$	411	$	3,671
Firm-fixed-price	734		276		447		1,457		1,410		527		853		2,790
Time-and-materials and fixed-price-level-of-effort	285		145		99		529		556		281		194		1,031
Total	$	2,186	$	879	$	748	$	3,813	$	4,297	$	1,737	$	1,458	$	7,492

	Three Months Ended July 1, 2022								Six Months Ended July 1, 2022
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
Cost-reimbursement and fixed-price-incentive-fee	$	1,144	$	443	$	167	$	1,754	$	2,327	$	851	$	334	$	3,512
Firm-fixed-price	664		258		454		1,376		1,282		513		871		2,666
Time-and-materials and fixed-price-level-of-effort	244		127		66		437		491		244		132		867
Total	$	2,052	$	828	$	687	$	3,567	$	4,100	$	1,608	$	1,337	$	7,045

Disaggregated revenues by geographic location were as follows:

	Three Months Ended June 30, 2023								Six Months Ended June 30, 2023
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
United States	$	1,890	$	836	$	748	$	3,474	$	3,723	$	1,659	$	1,458	$	6,840
International	296		43		—		339		574		78		—		652
Total	$	2,186	$	879	$	748	$	3,813	$	4,297	$	1,737	$	1,458	$	7,492

	Three Months Ended July 1, 2022								Six Months Ended July 1, 2022
	Defense Solutions		Civil		Health		Total		Defense Solutions		Civil		Health		Total
	(in millions)
United States	$	1,789	$	789	$	687	$	3,265	$	3,599	$	1,530	$	1,337	$	6,466
International	263		39		—		302		501		78		—		579
Total	$	2,052	$	828	$	687	$	3,567	$	4,100	$	1,608	$	1,337	$	7,045

Revenues by customer-type, contract-type and geographic location exclude lease income of $25 million and $45 million for the three and six months ended June 30, 2023, respectively, and $30 million and $46 million for the three and six months ended July 1, 2022, respectively.

Contract Assets and Liabilities

Performance obligations are satisfied either over time as work progresses or at a point in time. Firm-fixed-price contracts are typically billed to the customer using milestone payments while cost-reimbursable and time and materials contracts are typically billed to the customer on a monthly or bi-weekly basis as indicated by the negotiated billing terms and conditions of the contract. As a result, the timing of revenue recognition, customer billings and cash collections for each contract results in a net contract asset or liability at the end of each reporting period.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contract assets consist of unbilled receivables, which is the amount of revenue recognized that exceeds the amount billed to the customer. Unbilled receivables exclude amounts billable where the right to consideration is solely subject to the passage of time. Contract liabilities consist of deferred revenue, which represents cash advances received prior to performance for programs and billings in excess of revenue recognized.

The components of contract assets and contract liabilities consisted of the following:

	Balance sheet line item	June 30, 2023		December 30, 2022
		(in millions)
Contract assets - current:
Unbilled receivables	Receivables, net	$	984	$	1,010
Contract liabilities - current:
Deferred revenue(1)	Accounts payable and accrued liabilities	$	305	$	380
Contract liabilities - non-current:
Deferred revenue(1)	Other long-term liabilities	$	26	$	29

(1) Certain contracts record revenue net of cost of revenues, and therefore, the respective deferred revenue balance will not fully convert to revenue.

The decrease in deferred revenue was primarily due to the timing of revenue recognized during the period offset by advanced payments.

Revenue recognized for the three and six months ended June 30, 2023, of $32 million and $187 million, respectively, was included as a contract liability at December 30, 2022. Revenue recognized for the three and six months ended July 1, 2022, of $52 million and $240 million, respectively, was included as a contract liability at December 31, 2021.

Note 3–Acquisitions, Divestitures, Goodwill and Intangible Assets

Business Acquisition

On October 30, 2022 (the "Agreement Date"), we completed the acquisition of Cobham Special Mission for purchase consideration of $298 million Australian dollars, net of $10 million of Australian dollars acquired, or $192 million United States dollars, net of $6 million of cash acquired. Cobham Special Mission provides airborne border surveillance and search and rescue services to the Australian Federal Government.

The preliminary goodwill recognized of $25 million represents intellectual capital and the acquired assembled workforce, neither of which qualify for recognition as a separate intangible asset. None of the goodwill recognized is tax deductible.

In connection with this acquisition, we acquired property, plant and equipment with a fair value of $148 million at the Agreement Date. The following table summarizes the fair value of intangible assets acquired at the Agreement Date and the related weighted average amortization period:

	Weighted average amortization period	Fair value
	(in years)	(in millions)
Programs	11	$	19
Technology	10	5
Total	11	$	24

As of June 30, 2023, we had not finalized the determination of fair values allocated to assets and liabilities, including, but not limited to accounts receivables, accounts payable and accrued liabilities.

For the three and six months ended June 30, 2023, $28 million and $58 million of revenues related to the Cobham Special Mission acquisition were recognized within the Defense Solutions reportable segment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Goodwill

The following table presents changes in the carrying amount of goodwill by reportable segment:

	Defense Solutions		Civil		Health		Total
	(in millions)
Goodwill at December 31, 2021	$	3,681	$	2,097	$	966	$	6,744
Acquisition of businesses	26		—		—		26
Divestiture of a business	(6)		—		—		(6)
Foreign currency translation adjustments	(37)		(31)		—		(68)
Goodwill at December 30, 2022	$	3,664	$	2,066	$	966	$	6,696
Acquisition of a business(1)	(1)		—		—		(1)
Foreign currency translation adjustments	(4)		10		—		6
Goodwill at June 30, 2023	$	3,659	$	2,076	$	966	$	6,701

(1) Adjustment to goodwill resulting from a measurement period purchase accounting adjustment.

We evaluate qualitative factors that could cause us to believe the estimated fair value of each of our reporting units may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenues and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in management, strategy, partners or litigation.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 30, 2022, the quantitative analysis for the Security Enterprise Solutions reporting unit showed that the fair value exceeded the carrying value by approximately 13% as of the most recent assessment date. Operations of the reporting unit rely heavily on the sales and servicing of security and detection products, which continue to be negatively impacted due to delays in airline travel infrastructure projects, particularly in international markets, as customer budgetary restraints recover from reduced travel activity post-pandemic. The forecasts utilized to estimate the fair value of the Security Enterprise Solutions reporting unit assume continued global operations in all of our existing markets and a gradual improvement in the global aviation security product and related service sales, reaching pre-COVID-19 levels by fiscal 2025. In the event that there are significant unfavorable changes to forecasted cash flows of the reporting unit, terminal growth rates or the cost of capital used in the fair value estimates, we may be required to record a material impairment of goodwill at a future date. We did not identify any qualitative factors that would trigger a quantitative goodwill impairment test during the six months ended June 30, 2023. During the six months ended June 30, 2023, and July 1, 2022, there were no impairments to goodwill.

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LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Intangible Assets

Intangible assets, net consisted of the following:

	June 30, 2023						December 30, 2022
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
	(in millions)
Finite-lived intangible assets:
Programs	$	1,715	$	(1,096)	$	619	$	1,721	$	(1,016)	$	705
Software and technology	226		(147)		79		225		(136)		89
Customer relationships	89		(32)		57		87		(25)		62
Trade names	1		(1)		—		1		(1)		—
Total finite-lived intangible assets	2,031		(1,276)		755		2,034		(1,178)		856
Indefinite-lived intangible assets:
In-process research and development ("IPR&D")(1)	92		—		92		92		—		92
Trade names	4		—		4		4		—		4
Total indefinite-lived intangible assets	96		—		96		96		—		96
Total intangible assets	$	2,127	$	(1,276)	$	851	$	2,130	$	(1,178)	$	952

(1) IPR&D assets are indefinite-lived at the acquisition date until placed into service, at which time such assets will be reclassified to a finite-lived amortizable intangible asset.

Amortization expense was $51 million and $103 million for the three and six months ended June 30, 2023, respectively and $57 million and $116 million for the three and six months ended July 1, 2022, respectively.

Program intangible assets are amortized over their respective estimated useful lives in proportion to the pattern of economic benefit based on expected future discounted cash flows. Backlog and finite-lived trade name intangible assets are amortized on a straight-line basis over their estimated useful lives. Customer relationships and software and technology intangible assets are amortized either on a straight-line basis over their estimated useful lives or over their respective estimated useful lives in proportion to the pattern of economic benefit based on expected future discounted cash flows, as deemed appropriate.

The estimated annual amortization expense as of June 30, 2023, was as follows:

Fiscal year ending
	(in millions)
2023 (remainder of year)	$	103
2024	152
2025	124
2026	99
2027	72
2028 and thereafter	205
	$	755

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4–Fair Value Measurements

The accounting standard for fair value measurements establishes a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable, either directly or indirectly, or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data (e.g., discounted cash flow and other similar pricing models), which requires us to develop our own market participant assumptions used in pricing the asset or liability (Level 3).

The financial instruments measured at fair value on a recurring basis primarily consisted of the following:

	June 30, 2023				December 30, 2022
	Carrying value		Fair value		Carrying value		Fair value
	(in millions)
Financial assets:
Derivatives	$	19	$	19	$	20	$	20

As of June 30, 2023, and December 30, 2022, our derivatives primarily consisted of the cash flow interest rate swaps on $900 million and $1.0 billion, respectively, of the variable rate senior unsecured term loan (see "Note 5–Derivative Instruments"). The fair value of the cash flow interest rate swaps is determined based on observed values for underlying interest rates on the one-month SOFR rate as of June 30, 2023 and LIBOR yield curve as of December 30, 2022 (Level 2 inputs).

The carrying amounts of our financial instruments, other than derivatives, which include cash equivalents, accounts receivable, accounts payable and accrued expenses, are reasonable estimates of their related fair values.

As of June 30, 2023, and December 30, 2022, the fair value of debt for both periods was $4.6 billion, and the carrying amount for both periods was $4.9 billion (see "Note 6–Debt"). The fair value of long-term debt is determined based on current interest rates available for debt with terms and maturities similar to our existing debt arrangements (Level 2 inputs).

On October 30, 2022, non-financial instruments measured at fair value on a non-recurring basis were recorded in connection with the completed acquisitions of Cobham Special Mission. The fair values of the assets acquired and liabilities assumed were determined using Level 3 inputs. As of June 30, 2023, we did not have any assets or liabilities measured at fair value on a non-recurring basis.

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LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5–Derivative Instruments

We manage our risk to changes in interest rates through the use of derivative instruments. We do not hold derivative instruments for trading or speculative purposes. For variable rate borrowings, we use fixed interest rate swaps, effectively converting a portion of the variable interest rate payments to fixed interest rate payments. These swaps are designated as cash flow hedges.

The fair value of the interest rate swaps was as follows:

	Asset derivatives
	Balance sheet line item	June 30, 2023		December 30, 2022
		(in millions)
Cash flow interest rate swaps	Other long-term assets	$	19	$	20

The cash flows associated with the interest rate swaps are classified as operating activities in the condensed consolidated statements of cash flows.

Cash Flow Hedges

We have interest rate swap agreements to hedge the cash flows of $900 million of the variable rate senior unsecured term loan (the "Variable Rate Loan"). These interest rate swap agreements reduce to $500 million in August 2023 and have a maturity date of August 2025 and a fixed interest rate of 2.96%. The objective of these instruments is to reduce variability in the forecasted interest payments of the Variable Rate Loan. During the three months ended June 30, 2023, we modified our interest rate swap agreements in accordance with ASC 848, which permits the continuation of hedge accounting for modifications required as a result of LIBOR being discontinued. Under the revised terms, we will receive monthly variable interest payments based on the one-month SOFR rate and will pay interest at a fixed rate.

The interest rate swap transactions are accounted for as cash flow hedges. The gain/loss on the swaps is reported as a component of other comprehensive income (loss) and is reclassified into earnings when the interest payments on the underlying hedged items impact earnings. A qualitative assessment of hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate the hedge may no longer be highly effective.

The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows:

	Three Months Ended				Six Months Ended
	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022
	(in millions)
Total interest expense, net presented in the condensed consolidated statements of income in which the effects of cash flow hedges are recorded	$	56	$	50	$	110	$	98
Amount recognized in other comprehensive income (loss)	$	10	$	4	$	8	$	36
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net	$	(5)	$	5	$	(9)	$	11

We expect to reclassify net gains of $14 million from accumulated other comprehensive loss into earnings during the next 12 months.

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LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6–Debt

Our debt consisted of the following:

	Stated interest rate	Effective interest rate	June 30, 2023		December 30, 2022
			(in millions)
Short-term debt and current portion of long-term debt:
Commercial paper	5.95%	Various	$	200	$	—
Senior unsecured term loans:
$380 million term loan, due May 2023	6.08%	6.17%	—		320
Current portion of long-term debt			19		672
Total short-term debt and current portion of long-term debt			$	219	$	992
Long-term debt:
Senior unsecured term loans:
$1,925 million term loan, due January 2025	5.77%	6.09%	$	—	$	1,211
$1,000 million term loan, due March 2028	6.50%	6.67%	1,000		—
Senior unsecured notes:
$500 million notes, due May 2023	2.95%	3.17%	—		500
$500 million notes, due May 2025	3.63%	3.76%	500		500
$750 million notes due May 2030	4.38%	4.50%	750		750
$750 million notes due March 2033	5.75%	5.81%	750		—
$1,000 million notes, due February 2031	2.30%	2.38%	1,000		1,000
$250 million notes, due July 2032	7.13%	7.43%	250		250
$300 million notes, due July 2033	5.50%	5.88%	161		161
$300 million notes, due December 2040	5.95%	6.03%	218		218
Notes payable and finance leases due on various dates through fiscal 2032	Various	1.84%-6.31%	101		44
Less: unamortized debt discounts and deferred debt issuance costs			(41)		(34)
Total long-term debt			4,689		4,600
Less current portion			(19)		(672)
Total long-term debt, net of current portion			$	4,670	$	3,928

Term Loans and Revolving Credit Facility

On March 10, 2023 (the “Closing Date”), we entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions, which provided for a senior unsecured term loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility”) and a $1.0 billion senior unsecured revolving facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Credit Facilities”). The Credit Facilities will mature in March 2028. The Revolving Facility permits two additional one-year extensions subject to lender consent. As of June 30, 2023, there were no borrowings outstanding under the Revolving Facility.

The proceeds of the Term Loan Facility and cash on hand on the Closing Date were used to repay in full all indebtedness, terminate all commitments and discharge all guarantees existing in connection with the credit agreement related to the $1.9 billion senior unsecured term loan facility and $750 million senior unsecured revolving facility.

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LEIDOS HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Borrowings under the Credit Agreement bear interest at a rate determined, at our option, based on either an alternate base rate or a Term SOFR rate with a 0.10% per annum Term SOFR adjustment, plus, in each case, an applicable margin that varies depending on our credit rating. The applicable margin range for Term SOFR-denominated borrowings is from 1.00% to 1.50%. Based on our current ratings, the applicable margin for Term SOFR-denominated borrowings is 1.25%. Principal payments are made quarterly on the Term Loan Facility beginning in March 2025, with the majority of the principal due at maturity. Interest on the Term Loan Facility for T