Leidos Holdings Inc

This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on our management’s belief and assumptions about the future in light of information currently available to our management. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and similar words or phrases or the negative of these words or phrases. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee future results, levels of activity, performance or achievements. There are a number of important factors that could cause our actual results to differ materially from those results anticipated by our forward-looking statements, which include, but are not limited to:

udevelopments in the U.S. government defense and non-defense budgets, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, delays in the U.S. government budget process or a government shutdown, or the U.S. government’s failure to raise the debt ceiling, which increases the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession;

uuncertainties in tax due to new tax legislation or other regulatory developments;

udeterioration of economic conditions or weakening in credit or capital markets;

uuncertainty in the consequences of current and future geopolitical events;

uinflationary pressures and fluctuations in interest rates;

udelays in the U.S. government contract procurement process or the award of contracts and delays or loss of contracts as a result of competitor protests;

uchanges in U.S. government procurement rules, regulations and practices, including its organizational conflict of interest rules;

uchanges in global trade policies, tariffs and other measures that could restrict international trade;

uincreased preference by the U.S. government for minority-owned, small and small disadvantaged businesses;

ufluctuations in foreign currency exchange rates;

uour compliance with various U.S. government and other government procurement rules and regulations;

ugovernmental reviews, audits and investigations of our company;

uour ability to effectively compete and win contracts with the U.S. government and other customers;

uour ability to respond rapidly to emerging technology trends, including the use of artificial intelligence;

uour reliance on information technology spending by hospitals/healthcare organizations;

uour reliance on infrastructure investments by industrial and natural resources organizations;

uenergy efficiency and alternative energy sourcing investments;

uinvestments by U.S. government and commercial organizations in environmental impact and remediation projects;

uthe effects of an epidemic, pandemic or similar outbreak may have on our business, financial position, results of operations and/or cash flows;

uour ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees;

uour ability to accurately estimate costs, including cost increases due to inflation, associated with our firm-fixed-price (“FFP”) contracts and other contracts;

uresolution of legal and other disputes with our customers and others or legal or regulatory compliance issues;

ucybersecurity, data security or other security threats, system failures or other disruptions of our business;

uour compliance with international, federal, state and local laws and regulations regarding privacy, data security, protection, storage, retention, transfer, disposal and other processing, technology protection and personal information;

uthe damage and disruption to our business resulting from natural disasters and the effects of climate change;

uour ability to effectively acquire businesses and make investments;

uour ability to maintain relationships with prime contractors, subcontractors and joint venture partners;

uour ability to manage performance and other risks related to customer contracts;

uthe failure of our inspection or detection systems to detect threats;

uthe adequacy of our insurance programs, customer indemnifications or other liability protections designed to protect us from significant product or other liability claims, including cybersecurity attacks;

uour ability to manage risks associated with our international business;

uour ability to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar worldwide anti-corruption and anti-bribery laws and regulations;

uour ability to protect our intellectual property and other proprietary rights by third parties of infringement, misappropriation or other violations by us of their intellectual property rights;

uour ability to prevail in litigation brought by third parties of infringement, misappropriation or other violations by us of their intellectual property rights;

uour ability to declare or increase future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable law and our agreements;

uour ability to grow our commercial health and infrastructure businesses, which could be negatively affected by budgetary constraints faced by hospitals and by developers of energy and infrastructure projects;

uour ability to successfully integrate acquired businesses; and

uour ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks that we face.

We do not undertake any obligation to update or revise any of the forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements or to conform these statements to actual results.