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December 16, 2022
Christopher Cage
Chief Financial Officer
Leidos Holdings, Inc.
1750 Presidents Street
Reston, Virginia 20190
Re: Leidos Holdings,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 15,
2022
File No. 001-33072
Dear Christopher Cage:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Guarantors and Issuers of Guaranteed Securities, page 45
1. We note your disclosure
that Leidos Holdings, Inc. has fully and unconditionally
guaranteed the
obligations of its subsidiary, Leidos, Inc. under several notes, collectively
referred to as the
Notes. However, within Exhibit 22, you identify Leidos, Inc. as a
guarantor of debt
securities issued by Leidos Holdings, Inc., and also identify Leidos, Inc.
as a subsidiary issuer
for additional guaranteed securities not referenced in your disclosure
on page 45. Please
revise your disclosure, or update Exhibit 22, to reconcile the issuers,
guarantors, and related
guaranteed securities referenced on page 45 with those identified
in Exhibit 22 or tell
us why no revision is necessary. Refer to Rule 13-01(a) and (a)(1) of
Regulation S-X and Item
601(b)(22)(i) of Regulation S-K.
2. You disclose on page 45
that the underlying subsidiaries of Leidos, Inc. do not guarantee
Christopher Cage
Leidos Holdings, Inc.
December 16, 2022
Page 2
the obligations under the Notes and have been excluded from the financial
information
presented. We also note your presentation of Investments in
consolidated subsidiaries as
a line item within the summarized financial information disclosed on page
45. Please tell
us what this line item represents, and whether it includes investments in
non-issuer and/or
non-guarantor subsidiaries. In this regard, note that an issuer's or
guarantor's investment in
a subsidiary that is not an issuer or guarantor shall not be presented in
the summarized
financial information of issuers and guarantors of guaranteed securities
required by Rule
13-01(a)(4) of Regulation S-X. Refer to Rule 13-01(a)(4)(iii) of
Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Laura Veator, Senior Staff Accountant, at (202)-551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202)-551-3488 with any questions.
Sincerely,
FirstName LastNameChristopher Cage
Division of
Corporation Finance
Comapany NameLeidos Holdings, Inc.
Office of
Technology
December 16, 2022 Page 2
cc: Jerry Howe, Esq.
FirstName LastName