Leidos Holdings, Inc. Reports Second Quarter Fiscal Year 2017 Results

RESTON, Va., Aug. 3, 2017 /PRNewswire/ -- Leidos Holdings, Inc. (NYSE: LDOS), a FORTUNE 500(® )science and technology solutions company, today reported financial results for the second quarter of fiscal year 2017.

Roger Krone, Leidos Chairman and Chief Executive Officer, commented: "Our second quarter performance exceeded expectations, and reflects our focus on delivering strong program performance to our customers while successfully integrating the IS&GS acquisition. Our results year-to-date give us confidence to increase our cost synergy targets for the transaction as well as our full year margin and earnings guidance. We remain committed to leveraging this transformational transaction to deliver value to our customers, employees, and shareholders."

Summary Results

Revenues for the quarter were $2.57 billion, compared to $1.29 billion in the prior year quarter. The current quarter increase was primarily due to $1.37 billion of revenue attributable to the Information Systems & Global Solutions business ("IS&GS Business") acquired from Lockheed Martin during the third quarter of fiscal year 2016.

Operating income for the quarter was $166 million, compared to $75 million in the prior year quarter. Operating margin increased to 6.5% from 5.8% in the prior year quarter. The current quarter results include $67 million of amortization of intangible assets, $16 million of acquisition and integration costs, $9 million of amortization of equity method investments and $6 million of restructuring charges related to the acquisition of the IS&GS Business. The prior year quarter results included $15 million of acquisition and integration costs, $2 million of amortization of intangible assets and $1 million of restructuring charges.

Diluted earnings per share ("EPS") attributable to Leidos common stockholders for the quarter was $0.64, compared to $0.55 in the prior year quarter. Excluding the items mentioned above, non-GAAP diluted EPS for the quarter was $1.04, compared to $0.68 in the prior year quarter. The weighted average diluted share count for the quarter was 153 million, up from 74 million in the prior year quarter primarily due to the issuance of approximately 77 million shares of Leidos common stock to participating Lockheed Martin stockholders in connection with the acquisition of the IS&GS Business.

Defense Solutions

Defense Solutions revenues for the quarter of $1,243 million increased by $458 million, or 58%, compared to the prior year quarter. The revenue growth was primarily attributable to the acquired IS&GS Business and growth in our airborne programs, partially offset by reduced scope and completion of certain contracts.

Defense Solutions operating income margin for the quarter was 5.1%, compared to 7.6% in the prior year quarter. On a non-GAAP basis, operating margin for the quarter was 8.8%, compared to 7.6% in the prior year quarter, primarily due to strong performance on certain contracts and lower indirect costs.

Civil

Civil revenues for the quarter of $875 million increased by $575 million, or 192%, compared to the prior year quarter. The revenue increase is primarily attributable to the acquired IS&GS Business, partially offset by the divestiture of the heavy construction business in fiscal 2016, and reduced scope and completion of certain contracts.

Civil operating income margin for the quarter was 7.5%, compared to 6.7% in the prior year quarter. On a non-GAAP basis, operating income margin for the quarter was 11.0%, compared to 7.3% in the prior year quarter, reflecting favorable adjustments on contracts.

Health

Health revenues for the quarter of $454 million increased by $251 million, or 124%, compared to the prior year quarter. The revenue increase is primarily attributable to the acquired IS&GS Business, partially offset by lower revenues from our commercial health business due to timing.

On both a GAAP and non-GAAP basis, Health operating income margin for the quarter was 16.3%, compared to 8.9% in the prior year quarter, primarily attributable to higher margins on IS&GS contracts.

Cash Flow Summary

Net cash flows provided by operating activities of continuing operations for the quarter were $177 million compared to $72 million in the prior year quarter. The higher operating net cash inflows were primarily due to the timing of billing and collections activities, partially offset by higher payments for taxes and restructuring and integration expenses.

Net cash flows used in investing activities of continuing operations for the quarter were $9 million compared to net cash flows provided of $19 million in the prior year quarter. The $28 million increase in net cash used was primarily due to proceeds from the disposition of a business in the second quarter of fiscal 2016 that did not recur in fiscal 2017 and increased payments for purchases of property, plant and equipment.

Net cash flows used in financing activities of continuing operations for the quarter were $112 million compared to $30 million in the prior year quarter. The higher financing cash outflows were primarily due to repayments of long-term debt and higher dividend payments.

As of June 30, 2017, the Company had $262 million in cash and cash equivalents and $3.2 billion of debt.

New Business Awards

Net business bookings totaled $2.7 billion in the quarter, representing a book-to-bill ratio of 1.0.

Notable recent awards received include:

    --  Veterans Benefits Administration: Leidos was awarded a multiple-award
        indefinite-delivery/indefinite-quantity contract by the U.S. Department
        of Veterans Affairs to continue to provide medical disability
        examinations for the Veterans Benefits Administration. The contract has
        a one-year base period of performance, four one-year options, and a
        total contract ceiling of $6.8 billion, if all options are exercised.
    --  Defense Threat Reduction Agency: Leidos was awarded a contract by the
        Defense Threat Reduction Agency ("DTRA") to support DTRA's Cooperative
        Biological Engagement Program and Cooperative Threat Reduction Program
        through a worldwide Scientific & Technical Engagement Partnership
        program. The single-award, time and materials contract has a one-year
        base period of performance, four one-year options, and a total contract
        value of approximately $170 million if all options are exercised.
    --  U.S. Army: Leidos was awarded a task order by the U.S. Army to provide
        program management solutions to the Department of Defense ("DoD")
        Biometrics program, including the DoD Automated Biometrics
        Identification System. The single-award cost-plus incentive-fee contract
        has a one-year base period of performance, four one-year options, and a
        total contract value of approximately $132 million, if all options are
        exercised.
    --  Intelligence Community: The Company was awarded contracts valued at $225
        million, if all options are exercised, by U.S. national security and
        intelligence clients. Though the specific nature of these contracts is
        classified, they all encompass mission-critical services that help to
        counter global threats and strengthen national security.

The Company's backlog of signed business orders at the end of the quarter was $17.1 billion, of which $5.0 billion was funded.

Forward Guidance

As a result of the Company's year-to-date performance and updated expectations for the second half, the Company is updating guidance for revenues, adjusted EBITDA margins, and non-GAAP diluted earnings per share from continuing operations. The updated guidance, which is based on a 12-month period from December 31, 2016, to December 29, 2017, is as follows:

    --  Revenues of $10.1 billion to $10.4 billion versus the prior range of
        $10.0 billion to $10.4 billion;
    --  Adjusted EBITDA margins of 9.8% to 10.2% versus the prior range of 9.5%
        to 10.0%;
    --  Non-GAAP diluted earnings per share from continuing operations of $3.45
        to $3.60, up from the previous range of $3.05 to $3.35; and
    --  Cash flows provided by operating activities from continuing operations
        at or above $475 million.

Non-GAAP diluted earnings per share excludes amortization of acquired intangible assets, asset impairment charges, restructuring expenses, acquisition and integration costs, amortization of equity method investments, gains and losses on disposal of assets and businesses and adjustments to the income tax provision to reflect non-GAAP exclusions. See Leidos' non-GAAP financial measures and the related reconciliation included elsewhere in this release.

The Company does not provide a reconciliation of forward-looking adjusted EBITDA margins (non-GAAP) or non-GAAP diluted earnings per share from continuing operations to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because certain deductions for non-GAAP exclusions used to calculate projected net income (loss) may vary significantly based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amounts of these deductions may be material and, therefore, could result in projected GAAP net income (loss) and diluted earnings per share from continuing operations being materially less than projected adjusted EBITDA margins (non-GAAP) and non-GAAP diluted earnings per share from continuing operations.

Conference Call Information

Leidos management will discuss operations and financial results in an earnings conference call beginning at 8 A.M. eastern time on August 3, 2017. Analysts and institutional investors may participate by dialing +1 (877) 869-3847 (U.S. dial-in) or +1 (201) 689-8261 (international dial-in).

A live audio broadcast of the conference call along with a supplemental presentation will be available to the public through links on the Leidos Investor Relations website (http://ir.leidos.com).

After the call concludes, an audio replay can be accessed on the Leidos Investor Relations website or by dialing +1 (877) 660-6853 (toll-free U.S.) or +1 (201) 612-7415 (international) and entering conference ID 13665424.

About Leidos

Leidos is a FORTUNE 500(®) science and technology solutions and services leader working to solve the world's toughest challenges in the defense, intelligence, homeland security, civil and health markets. The company's 32,000 employees support vital missions for government and commercial customers. Headquartered in Reston, Virginia, Leidos reported annual revenues of approximately $7.04 billion for the fiscal year ended December 30, 2016.

For more information, visit www.leidos.com.

Forward-Looking Statements

Certain statements in this release contain or are based on "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "expects," "intends," "plans," "anticipates," "believes," "estimates," "guidance" and similar words or phrases. Forward-looking statements in this release include, among others, estimates of future revenues, EBITDA margins, operating income, earnings, earnings per share, charges, backlog, outstanding shares and cash flows, as well as statements about future dividends, share repurchases, acquisitions and dispositions. These statements reflect our belief and assumptions as to future events that may not prove to be accurate.

Actual performance and results may differ materially from the guidance and other forward-looking statements made in this release depending on a variety of factors, including: changes to our reputation and relationships with government agencies, developments in the U.S. Government defense budget, including budget reductions, implementation of spending cuts (sequestration) or changes in budgetary priorities; delays in the U.S. Government budget process; delays in the U.S. Government contract procurement process or the award of contracts; delays or loss of contracts as a result of competitor protests; changes in U.S. Government procurement rules, regulations and practices; changes in interest rates and other market factors out of our control; our compliance with various U.S. Government and other government procurement rules and regulations; governmental reviews, audits and investigations of our Company; our ability to effectively compete for and win contracts with the U.S. Government and other customers; our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees; factors relating to the transaction with Lockheed Martin, including, tax treatment; the possibility that we may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all, the integration of the acquired Information Systems & Global Solutions business being more difficult, time-consuming or costly than expected; the effect of any changes resulting from the transaction in customer, supplier and other business relationships; general market perception of the transaction and exposure to lawsuits and contingencies associated with the Information Systems & Global Solutions business; the mix of our contracts and our ability to accurately estimate costs associated with our firm-fixed-price and other contracts; our ability to realize as revenues the full amount of our backlog; cybersecurity, data security or other security threats, systems failures or other disruptions of our business; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues; our ability to effectively acquire businesses and make investments; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to manage performance and other risks related to customer contracts, including complex engineering projects; the failure of our inspection or detection systems to detect threats; the adequacy of our insurance programs designed to protect us from significant product or other liability claims; our ability to manage risks associated with our international business; our ability to declare future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable laws and contractual agreements; and our 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. These are only some of the factors that may affect the forward-looking statements contained in this release. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission ("SEC"), including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" sections of our latest Annual Report on Form 10-K and quarterly reports on Form 10-Q, all of which may be viewed or obtained through the Investor Relations section of our website at www.leidos.com.

All information in this release is as of August 3, 2017. The Company expressly disclaims any duty to update the guidance or any other forward-looking statement provided in this release to reflect subsequent events, actual results or changes in the Company's expectations. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.


    CONTACTS:


    Investor Relations:                   Media Relations:

    Kelly M. Freeman                      Melissa L. Koskovich

    571.526.7686                          571.526.6850

    ir@leidos.com                         koskovichm@leidos.com
    -------------                         ---------------------


                         
    LEIDOS HOLDINGS, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share amounts)

                                          Three Months Ended                                                Six Months Ended
                                          ------------------                                                ----------------

                                    June 30,                           July 1,                           June 30,                             July 1,

                                         2017                               2016                                2017                                2016
                                         ----                               ----                                ----                                ----

    Revenues                                     $2,571                                          $1,288                                          $5,151  $2,600

    Cost of revenues                    2,233                              1,141                               4,503                               2,295

    Selling, general and
     administrative
     expenses                             143                                 56                                 287                                 116

    Acquisition and
     integration costs                     16                                 15                                  35                                  24

    Restructuring
     expenses                               6                                  1                                  19                                   1

    Equity losses of
     non-consolidated
     subsidiaries                           7                                  -                                  -                                  -
                                          ---                                ---                                ---                                ---

    Operating income                      166                                 75                                 307                                 164

    Interest income                         2                                  2                                   4                                   5

    Interest expense                     (36)                              (15)                               (74)                               (29)

    Other income
     (expense), net                         3                                (2)                                  6                                 (2)
                                          ---                                ---                                 ---                                 ---

    Income from
     continuing
     operations before
     income taxes                         135                                 60                                 243                                 138

    Income tax expense                   (37)                              (19)                               (71)                               (44)
                                          ---                                ---                                 ---                                 ---

    Net income                             98                                 41                                 172                                  94

    Less: net income
     attributable to
     non-controlling
     interest                               -                                 -                                  2                                   -

    Net income
     attributable to
     Leidos common
     stockholders                                   $98                                             $41                                            $170     $94
                                                    ===                                             ===                                            ====     ===

    Earnings per share:

    Basic                                         $0.65                                           $0.56                                           $1.13   $1.31

    Diluted                              0.64                               0.55                                1.11                                1.27

    Weighted average
     number of common
     shares outstanding:

    Basic                                 151                                 73                                 151                                  72

    Diluted                               153                                 74                                 153                                  74


    Cash dividends
     declared per share                           $0.32                                           $0.32                                           $0.64   $0.64




                                                    LEIDOS HOLDINGS, INC.

                                       UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        (in millions)




                                                           June 30,              December 30,
                                                                2017                      2016
                                                                ----                      ----

    ASSETS

    Current assets:

    Cash and cash equivalents                                             $262                          $376

    Receivables, net                                           1,832                            1,657

    Inventory, prepaid expenses and
     other current assets                                        340                              348

    Total current assets                                       2,434                            2,381

    Property, plant and equipment, net                           215                              259

    Intangible assets, net                                     1,006                            1,589

    Goodwill                                                   4,922                            4,622

    Deferred tax assets                                           13                               16

    Other assets                                                 292                              265

                                                                        $8,882                        $9,132
                                                                        ======                        ======

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                        $1,330                        $1,427

    Accrued payroll and employee
     benefits                                                    475                              483

    Dividends payable                                             17                               23

    Income taxes payable                                           4                               21

    Long-term debt, current portion                               84                               62

    Total current liabilities                                  1,910                            2,016

    Long-term debt, net of current
     portion                                                   3,147                            3,225

    Deferred tax liabilities                                     362                              540

    Other long-term liabilities                                  222                              204

    Stockholders' equity:

    Common stock, $.0001 par value, 500
     million shares authorized, 151
     million and 150 million shares
     issued and outstanding at June 30,
     2017 and December 30, 2016,
     respectively                                                  -                               -

    Additional paid-in capital                                 3,321                            3,316

    Accumulated deficit                                        (105)                           (177)

    Accumulated other comprehensive
     income (loss)                                                 8                              (4)

    Total Leidos stockholders' equity                          3,224                            3,135

    Non-controlling interest                                      17                               12

    Total equity                                               3,241                            3,147
                                                               -----                            -----

                                                                        $8,882                        $9,132
                                                                        ======                        ======


                                              
    LEIDOS HOLDINGS, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)

                                                                Three Months Ended                             Six Months Ended
                                                                ------------------                             ----------------

                                                          June 30,              July 1,                 June 30,              July 1,

                                                               2017                  2016                      2017                  2016
                                                               ----                  ----                      ----                  ----


    Cash flows from operations:

    Net income                                                           $98                                            $41                   $172   $94

    Adjustments to reconcile net income to
     net cash provided by operations:

    Depreciation and amortization                                80                                 9                                162         17

    Stock-based compensation                                     10                                 8                                 20         16

    Bad debt expense                                              5                               (1)                                12          -

    Other                                                        20                               (4)                                15        (3)

    Change in assets and liabilities, net of
     effects of acquisitions and
     dispositions:

    Receivables                                                  11                              (28)                             (179)      (76)

    Inventory, prepaid expenses and other
     current assets                                              29                                 4                                 35        (7)

    Accounts payable and accrued liabilities                   (86)                             (11)                             (123)         7

    Accrued payroll and employee benefits                        79                                53                                (7)         2

    Deferred income taxes and income taxes
     receivable/payable                                        (75)                              (2)                              (44)         7

    Other long-term assets/liabilities                            6                                 3                                 26          1

    Net cash provided by operating activities
     of continuing operations                                   177                                72                                 89         58

    Cash flows from investing activities:

    Payments for property, plant and
     equipment                                                 (16)                              (3)                              (23)       (7)

    Collections on promissory note                                -                                -                                 2          -

    Net proceeds from sale of assets                              7                                 -                                 7          3

    Proceeds from disposition of business                         -                               23                                  -        23

    Other                                                         -                              (1)                                 -       (1)

    Net cash (used in) provided by investing
     activities of continuing operations                        (9)                               19                               (14)        18

    Cash flows from financing activities:

    Payments of long-term debt                                 (47)                              (1)                              (69)       (2)

    Proceeds from issuances of stock                              6                                 4                                  7          6

    Repurchases of stock and other                             (19)                             (10)                              (25)      (19)

    Dividend payments                                          (52)                             (23)                             (102)      (46)
                                                                ---                               ---                               ----        ---

    Net cash used in financing activities of
     continuing operations                                    (112)                             (30)                             (189)      (61)
                                                               ----                               ---                               ----        ---

    Net increase (decrease) in cash and cash
     equivalents from continuing operations                      56                                61                              (114)        15
                                                                ---                               ---                               ----        ---

    Cash flows from discontinued operations:

    Net cash used in investing activities of
     discontinued operations                                      -                                -                                 -       (1)
                                                                ---                              ---                               ---       ---

    Net decrease in cash and cash equivalents
     from discontinued operations                                 -                                -                                 -       (1)

    Net increase (decrease) in cash and cash
     equivalents                                                 56                                61                              (114)        14
                                                                ---                               ---                               ----        ---

    Cash and cash equivalents at beginning of
     period                                                     206                               609                                376        656
                                                                ---                               ---                                ---        ---

    Cash and cash equivalents at end of
     period                                                             $262                                           $670                   $262  $670
                                                                        ====                                           ====                   ====  ====

LEIDOS HOLDINGS, INC.
UNAUDITED SEGMENT OPERATING RESULTS
(in millions)

During the quarter ended March 31, 2017, the Company completed its business reorganization, which resulted in identification of three reportable segments (Defense Solutions, Civil, Health) and corporate expenses. The Company commenced operating and reporting under the new organizational structure effective the beginning of fiscal 2017. As a result of this change, prior year segment results and disclosures have been recast to reflect the new reportable segments.

The segment information for the periods presented was as follows:


                                                   Three Months Ended                                                   Six Months Ended

                             June 30,         July 1,                Dollar change        Percent    June 30,            July 1,              Dollar change         Percent
                                                                                           change                                                                    change
                                  2017             2016                                                     2017                2016
                                  ----             ----                                                     ----                ----

    Revenues:

    Defense Solutions                  $1,243                                        $785                          $458                                  58.3%                   $2,537               $1,565           $972  62.1%

    Civil                          875                          300                              575              191.7%                                 1,717               661              1,056           159.8%

    Health                         454                          203                              251              123.6%                                   897               374                523           139.8%

    Corporate expenses             (1)                           -                             (1)               NM                         -                              -                -       NM

    Total                              $2,571                                      $1,288                        $1,283                                  99.6%                   $5,151               $2,600         $2,551  98.1%
                                       ======                                      ======                        ======                                   ====                    ======               ======         ======   ====


    Operating income (loss):

    Defense Solutions                     $63                                         $60                            $3                                   5.0%                     $142                 $131            $11   8.4%

    Civil                           66                           20                               46              230.0%                                   120                42                 78           185.7%

    Health                          74                           18                               56              311.1%                                   121                34                 87           255.9%

    Corporate expenses            (37)                        (23)                            (14)               NM                      (76)                           (43)             (33)       NM

    Total                                $166                                         $75                           $91                                 121.3%                     $307                 $164           $143  87.2%
                                         ====                                         ===                           ===                                  =====                      ====                 ====           ====   ====


    Operating income margin:

    Defense Solutions             5.1%                        7.6%                                                           5.6%                              8.4%

    Civil                         7.5%                        6.7%                                                           7.0%                              6.4%

    Health                       16.3%                        8.9%                                                          13.5%                              9.1%

    Total                         6.5%                        5.8%                                                           6.0%                              6.3%


    NM - Not Meaningful

LEIDOS HOLDINGS, INC.
UNAUDITED BACKLOG BY REPORTABLE SEGMENT
(in millions)

Backlog represents the estimated amount of future revenues to be recognized under negotiated contracts. Backlog value is based on management's estimates about volume of services, availability of customer funding and other factors, and excludes contracts that are under protest. Our estimate of backlog comprises both funded and negotiated unfunded backlog. Backlog estimates are subject to change and may be affected by several factors including modifications of contracts, non-exercise of options, foreign currency movements, etc.

Funded backlog for contracts with the U.S. Government represents the value on contracts for which funding is appropriated less revenues previously recognized on these contracts. Funded backlog for contracts with non-U.S. Government entities and commercial customers represents the estimated value on contracts, which may cover multiple future years, under which Leidos is obligated to perform, less revenue previously recognized on the contracts.

Negotiated unfunded backlog represents estimated amounts of revenue to be earned in the future from contracts for which funding has not been appropriated and unexercised priced contract options. Negotiated unfunded backlog does not include future potential task orders expected to be awarded under indefinite delivery/indefinite quantity (IDIQ), General Services Administration Schedule or other master agreement contract vehicles, with the exception of certain IDIQ contracts where task orders are not competitively awarded or separately priced but instead are used as a funding mechanism, and where there is a basis for estimating future revenues and funding on future task orders is anticipated.

The estimated value of backlog as of the dates presented was as follows:


                            June 30,          December 30,
                                 2017                  2016
                                 ----                  ----

    Defense Solutions:

    Funded backlog                     $2,326                       $3,171

    Negotiated unfunded
     backlog                    5,064                        4,936
                                -----                        -----

    Total Defense Solutions
     backlog                           $7,390                       $8,107
                                       ------                       ------

    Civil:

    Funded backlog                     $2,007                       $1,950

    Negotiated unfunded
     backlog                    4,883                        5,250
                                -----                        -----

    Total Civil backlog                $6,890                       $7,200
                                       ------                       ------

    Health:

    Funded backlog                       $660                         $854

    Negotiated unfunded
     backlog                    2,151                        1,575
                                -----                        -----

    Total Health backlog               $2,811                       $2,429
                                       ------                       ------

    Total:

    Funded backlog                     $4,993                       $5,975

    Negotiated unfunded
     backlog                   12,098                       11,761
                               ------                       ------

    Total backlog                     $17,091                      $17,736
                                      =======                      =======

Total backlog at June 30, 2017, included $120 million of benefit due to the impact of foreign currency movement between the U.S. dollar and the British pound.

LEIDOS HOLDINGS, INC.
UNAUDITED NON-GAAP FINANCIAL MEASURES
(in millions, except per share amounts)

The Company uses and refers to non-GAAP operating income, adjusted EBITDA and non-GAAP EPS from continuing operations, which are not measures of financial performance under generally accepted accounting principles in the U.S. ("GAAP") and, accordingly, these measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be read in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.

Management believes that these non-GAAP measures provide another measure of the Company's results of operations and financial condition, including its ability to comply with financial covenants. These non-GAAP measures are frequently used by financial analysts covering Leidos and its peers. The Company's computation of its non-GAAP measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability.

Non-GAAP operating income is computed by excluding the following items from income from continuing operations: (i) other income (expense), net; (ii) interest expense; (iii) interest income; (iv) income tax expense adjusted to reflect non-GAAP adjustments; and (v) the following discrete items:

    --  Acquisition and integration costs - Represents costs related to the
        acquisition and integration of the IS&GS Business.
    --  Amortization of acquired intangible assets - Represents the amortization
        expense associated with acquired intangible assets.
    --  Restructuring expenses - Represents costs associated with lease
        termination and severance costs (including those related to the
        Company's acquisition of the IS&GS Business and the September 2013
        spin-off of its former technical services).
    --  Amortization of equity method investments - Represents the amortization
        on the difference between the book value and fair value of equity method
        investments that were recorded in connection with the acquisition of the
        IS&GS Business.
    --  Gains and losses on disposal of assets and businesses - Represents the
        gains or losses on certain sales of real estate and businesses.
    --  Asset impairment charges - Represents impairments of long-lived
        intangible and tangible assets.

Non-GAAP operating margin is computed by dividing non-GAAP operating income by revenue.

Adjusted EBITDA is computed by excluding the following items from income from continuing operations, before income taxes: (i) discrete items as identified above; (ii) interest expense; (iii) interest income; and (iv) depreciation expense.

Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue.




                                                                                                                                                                              LEIDOS HOLDINGS, INC.

                                                                                                                                                                UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

                                                                                                                                                                     (in millions, except per share amounts)



    The following tables present the reconciliation of the non-GAAP measures identified above to the most directly comparable GAAP measures:


                                                                                                                                                               Quarter Ended June 30, 2017

                                                                                                    As reported             Acquisition            Amortization             Restructuring                Amortization        Loss (gain) on Non-GAAP
                                                                                                                                 and                     of                    expenses                    of equity            sale of      results
                                                                                                                            integration            intangibles                                               method            assets and
                                                                                                                                costs                                                                    investments           businesses
                                                                                                    -----------            ------------           -------------            --------------               -------------       --------------  ---------

    Operating income                                                                                                $166                                              $16                                               $67                                  $6          $9           $     - $264

    Non-operating expense, net                                                                             (31)                                -                                        -                               -                           -           1            (30)

    Income from continuing
     operations, before income
     taxes                                                                                                  135                                16                                        67                                6                            9           1             234

    Income tax expense(1)                                                                                  (37)                              (6)                                     (26)                             (2)                         (4)           -           (75)

    Net income                                                                                               98                                10                                        41                                4                            5           1             159

    Less: net income
     attributable to non-
     controlling interest                                                                                     -                                -                                        -                               -                           -           -              -

    Net income attributable to
     Leidos common
     stockholders                                                                                                    $98                                              $10                                               $41                                  $4          $5                $1  $159
                                                                                                                     ===                                              ===                                               ===                                 ===         ===               ===  ====


    Diluted EPS attributable
     to Leidos common
     stockholders                                                                                                  $0.64                                            $0.07                                             $0.27                               $0.02       $0.03             $0.01 $1.04

    Diluted shares                                                                                          153                               153                                       153                              153                          153         153             153


    (1) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments.


                                                    Quarter Ended June 30, 2017

                   As reported       Acquisition    Amortization            Restructuring   Amortization        Loss (gain) Non-GAAP
                                         and              of                   expenses       of equity         on sale of   results
                                     integration    intangibles                                 method          assets and
                                        costs                                               investments         businesses
                   -----------      ------------   -------------            -------------  ------------        ------------ ---------

    Income from
     continuing
     operations,
     before income
     taxes                     $135                                   $16                                  $67                               $6         $9       $1   $234

    Depreciation
     expense                13                   -                                       -                  -                        -          -          13

    Amortization
     expense                76                   -                                    (67)                  -                      (9)          -           -

    Interest
     expense, net           34                   -                                       -                  -                        -          -          34

    EBITDA                     $258                                   $16                                $   -                              $6      $   -      $1   $281
                               ====                                   ===                              === ===                             ===    === ===     ===   ====

    EBITDA margin        10.0%                                                                                                         10.9%




                                                                                                                                        LEIDOS HOLDINGS, INC.

                                                                                                                          UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

                                                                                                                               (in millions, except per share amounts)




                                                                                                 Quarter Ended July 1, 2016

                                                 As reported             Acquisition                Amortization             Restructuring                Loss (gain) on           Non-GAAP
                                                                              and                         of                    expenses                  sale of assets           results
                                                                         integration                intangibles                                           and businesses
                                                                             costs
                                                 -----------            ------------               -------------            --------------               ---------------          ---------

    Operating income                                              $75                                                  $15                                                     $2                      $1           $       -   $93

    Non-operating expense, net                          (15)                                   -                                         -                                    -             (3)           (18)
                                                         ---                                  ---                                       ---                                  ---             ---             ---

    Income from continuing
     operations, before income
     taxes                                                60                                   15                                          2                                     1              (3)             75

    Income tax expense(1)                               (19)                                 (6)                                       (1)                                    -               1            (25)

    Net income                                                    $41                                                   $9                                                     $1                      $1                $(2)   $50
                                                                  ===                                                  ===                                                    ===                     ===                 ===    ===


    Diluted EPS attributable
     to Leidos common
     stockholders                                               $0.55                                                $0.13                                                  $0.01                   $0.01             $(0.02) $0.68

    Diluted shares                                        74                                   74                                         74                                    74               74              74


    (1) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments.


                                                Quarter Ended July 1, 2016

                   As reported      Acquisition       Amortization          Restructuring   Loss (gain)        Non-GAAP
                                        and                 of                 expenses     on sale of         results
                                    integration       intangibles                           assets and
                                       costs                                                businesses
                   -----------     ------------       ------------          -------------  ------------       ---------

    Income from
     continuing
     operations,
     before income
     taxes                     $60                                      $15                                $2                    $1     $(3)  $75

    Depreciation
     expense                 7                    -                                      -                 -                 -       7

    Amortization
     expense                 2                    -                                    (2)                 -                 -       -

    Interest
     expense, net           13                    -                                      -                 -                 -      13

    EBITDA                     $82                                      $15                             $   -                   $1     $(3)  $95
                               ===                                      ===                           === ===                  ===      ===   ===

    EBITDA margin         6.4%                                                                                          7.4%




                                                                                                                                                          LEIDOS HOLDINGS, INC.

                                                                                                                                            UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

                                                                                                                                                 (in millions, except per share amounts)




                                                                                                             Six Months Ended June 30, 2017

                                                 As reported             Acquisition               Amortization             Restructuring               Amortization             Loss (gain) on Non-GAAP
                                                                              and                        of                    expenses                   of equity                 sale of      results
                                                                         integration               intangibles                                              method                 assets and
                                                                             costs                                                                      investments                businesses
                                                 -----------            ------------              -------------            --------------              -------------            --------------  ---------

    Operating income                                             $307                                                 $35                                                  $136                                 $19           $9            $     - $506

    Non-operating expense, net                          (64)                                   -                                        -                                   -                           -           1              (63)

    Income from continuing
     operations, before income
     taxes                                               243                                   35                                       136                                   19                            9            1              443

    Income tax expense(1)                               (71)                                (14)                                     (53)                                 (7)                         (4)           -            (149)
                                                                                                                                                                                                      ---

    Net income                                           172                                   21                                        83                                   12                            5            1              294

    Less: net income
     attributable to non-
     controlling interest                                  2                                    -                                        -                                   -                           -           -                2

    Net income attributable to
     Leidos common
     stockholders                                                $170                                                 $21                                                   $83                                 $12           $5                 $1  $292
                                                                 ====                                                 ===                                                   ===                                 ===          ===                ===  ====


    Diluted EPS attributable
     to Leidos common
     stockholders                                               $1.11                                               $0.14                                                 $0.54                               $0.08        $0.03              $0.01 $1.91

    Diluted shares                                       153                                  153                                       153                                  153                          153          153              153


    (1) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments.


                                                         Six Months Ended June 30, 2017

                   As reported       Acquisition    Amortization            Restructuring   Amortization         Loss (gain) Non-GAAP
                                         and              of                   expenses       of equity          on sale of   results
                                     integration    intangibles                                 method           assets and
                                        costs                                               investments          businesses
                   -----------      ------------   -------------            -------------  ------------         ------------ ---------

    Income from
     continuing
     operations,
     before income
     taxes                     $243                                   $35                                  $136                              $19         $9       $1   $443

    Depreciation
     expense                26                   -                                       -                   -                        -          -          26

    Amortization
     expense               145                   -                                   (136)                   -                      (9)          -           -

    Interest
     expense, net           70                   -                                       -                   -                        -          -          70

    EBITDA                     $484                                   $35                                $    -                             $19      $   -      $1   $539
                               ====                                   ===                              ===  ===                             ===    === ===     ===   ====

    EBITDA margin         9.4%                                                                                                          10.5%




                                                                                                                                       LEIDOS HOLDINGS, INC.

                                                                                                                         UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

                                                                                                                              (in millions, except per share amounts)




                                                                                            Six Months Ended July 1, 2016

                                              As reported             Acquisition                Amortization             Restructuring                Loss (gain) on             Non-GAAP
                                                                           and                         of                    expenses                  sale of assets             results
                                                                      integration                intangibles                                           and businesses
                                                                          costs
                                              -----------            ------------               -------------            --------------               ---------------            ---------

    Operating income                                          $164                                                  $24                                                       $3                      $1           $       -  $192

    Non-operating expense,
     net                                             (26)                                   -                                         -                                      -             (5)           (31)

    Income from continuing
     operations, before
     income taxes                                     138                                   24                                          3                                       1              (5)            161

    Income tax expense(1)                            (44)                                (10)                                       (1)                                      -               1            (54)

    Net income                                                 $94                                                  $14                                                       $2                      $1                $(4)  $107
                                                               ===                                                  ===                                                      ===                     ===                 ===   ====


    Diluted EPS                                              $1.27                                                $0.19                                                    $0.03                   $0.01             $(0.05) $1.45

    Diluted shares                                     74                                   74                                         74                                      74               74              74


    (1) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments.


                                                 Six Months Ended July 1, 2016

                   As reported       Acquisition         Amortization          Restructuring   Loss (gain)        Non-GAAP
                                         and                   of                 expenses     on sale of         results
                                     integration         intangibles                           assets and
                                        costs                                                  businesses
                   -----------      ------------         ------------          -------------  ------------       ---------

    Income from
     continuing
     operations,
     before income
     taxes                     $138                                        $24                                $3                    $1     $(5)  $161

    Depreciation
     expense                14                       -                                      -                 -                 -      14

    Amortization
     expense                 3                       -                                    (3)                 -                 -       -

    Interest
     expense, net           24                       -                                      -                 -                 -      24

    EBITDA                     $179                                        $24                             $   -                   $1     $(5)  $199
                               ====                                        ===                           === ===                  ===      ===   ====

    EBITDA margin         6.9%                                                                                             7.7%




                                                         LEIDOS HOLDINGS, INC.

                                           UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

                                                (in millions, except per share amounts)



    The following tables present the reconciliation of the non-GAAP operating income by reportable segment and corporate expenses:


                                                                                                                                                                   Quarter Ended June 30, 2017

                                                                                                                                      Operating        Acquisition          Amortization           Restructuring    Amortization         Non-GAAP    Non-GAAP
                                                                                                                                    income (loss)           and                   of                  expenses        of equity         operating    operating
                                                                                                                                                       integration          intangibles                                 method        income (loss)    margin
                                                                                                                                                           costs                                                    investments
                                                                                                                                   --------------      -----------           ------------          -------------   ------------        ------------- ---------

    Defense Solutions                                                                                                                              $63                                  $        -                               $44                           $   -        $2            $109   8.8%

    Civil                                                                                                                                      66                       -                                      23                   -                          7         96         11.0%

    Health                                                                                                                                     74                       -                                       -                  -                          -        74         16.3%

    Corporate expenses                                                                                                                       (37)                     16                                        -                  6                           -      (15)       NM
                                                                                                                                              ---                     ---                                      ---                ---                         ---       ---        ---

    Total                                                                                                                                         $166                                         $16                                $67                              $6         $9            $264  10.3%
                                                                                                                                                  ====                                         ===                                ===                             ===        ===            ====   ====


                                          Quarter Ended July 1, 2016

                Operating      Acquisition                Amortization      Restructuring    Non-GAAP       Non-GAAP
                  income            and                         of             expenses      operating      operating
                  (loss)       integration                intangibles                          income        margin
                                   costs                                                       (loss)
               ----------     ------------                ------------      -------------   ---------       ---------

    Defense
     Solutions            $60                                         $   -                           $  -             $   -          $60    7.6%

    Civil              20                             -                                  2                -            22        7.3%

    Health             18                             -                                  -               -            18        8.9%

    Corporate
     expenses        (23)                           15                                   -               1            (7)      NM
                      ---                           ---                                 ---             ---            ---      ---

    Total                 $75                                           $15                              $2                 $1           $93    7.2%
                          ===                                           ===                             ===                ===           ===     ===


                                                Six Months Ended June 30, 2017

                  Operating         Acquisition           Amortization             Restructuring    Amortization          Non-GAAP   Non-GAAP
                income (loss)            and                    of                    expenses        of equity          operating   operating
                                    integration           intangibles                                   method         income (loss)   margin
                                        costs                                                       investments
               --------------      ------------          -------------             -------------   ------------       -------------- ---------

    Defense
     Solutions                $142                                    $          -                               $60                           $  -        $2            $204   8.0%

    Civil                 120                         -                                        57                   -                          7       184         10.7%

    Health                121                         -                                        19                   -                          -      140         15.6%

    Corporate
     expenses            (76)                       35                                          -                 19                           -     (22)       NM
                          ---                       ---                                        ---                ---                                  ---        ---

    Total                     $307                                             $35                               $136                            $19         $9            $506   9.8%
                              ====                                             ===                               ====                            ===        ===            ====    ===


                                                   Six Months Ended July 1, 2016

                           Operating        Acquisition                Amortization      Restructuring     Non-GAAP         Non-GAAP
                         income (loss)           and                         of             expenses       operating        operating
                                            integration                intangibles                       income (loss)       margin
                                                costs
                        --------------      -----------                ------------      -------------    -------------     ---------

    Defense Solutions                  $131                                        $   -                              $  -              $   -          $131    8.4%

    Civil                           42                             -                                  3                   -             45        6.8%

    Health                          34                             -                                  -                  -             34        9.1%

    Corporate expenses            (43)                           24                                   -                  1            (18)      NM
                                   ---                           ---                                 ---                ---             ---      ---

    Total                              $164                                          $24                                 $3                  $1           $192    7.4%
                                       ====                                          ===                                ===                 ===           ====     ===


    NM - Not Meaningful

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SOURCE Leidos Holdings, Inc.