8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2015

______________________________________

LEIDOS HOLDINGS, INC.

LEIDOS, INC.

(Exact name of registrant as specified in its charter)

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DELAWARE	001-33072 000-12771	20-3562868 95-3630868
(State or other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

11951 Freedom Drive, Reston, Virginia	20190
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ telephone number, including area code: (571) 526-6000

N/A

(Former names or former addresses if changed since last report.)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On June 15, 2015, Leidos Holdings, Inc. and Leidos, Inc. (collectively, the “Company” or “Leidos”) announced that the board of directors has appointed James C. Reagan as Executive Vice President and Chief Financial Officer, effective as of the date he commences employment with the Company, currently scheduled to be July 6, 2015. Mr. Reagan, age 56, will succeed Mark W. Sopp. The press release announcing Mr. Reagan’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Previously, Mr. Reagan served since 2012 as Senior Vice President and Chief Financial officer of Vencore, Inc. (formerly the SI Organization, Inc.). He served as the Executive Vice President and Chief Financial Officer for Pacific Architects and Engineers Incorporated (PAE) in 2012, the Senior Vice President and Chief Financial Officer of Vangent, Inc. from 2008 to2011, and the Executive Vice President and Chief Financial Officer of Deltek, Inc. from 2005 to 2008. Mr. Reagan holds a B.B.A. from the College of William and Mary and an M.B.A. from Loyola College in Baltimore. He is a certified public accountant and began his career and PricewaterhouseCoopers LLP.

Mr. Reagan will earn an annual base salary of $550,000 and will be eligible to participate in the Company’s incentive compensation program, which includes cash incentive awards and equity awards. As an inducement to join Leidos, Mr. Reagan will receive a one-time sign-on bonus consisting of $150,000 cash and equity awards with a total grant date fair value of $1.4 million, of which 50% are expected to be in the form of performance share awards, 30% in the form of restricted stock unit awards and 20% in the form of non-qualified options to purchase Leidos common stock. Mr. Reagan will be eligible to receive a cash bonus for 2015 in an amount between approximately $267,000 and $422,000 depending on Company and individual performance.

Mr. Reagan will also be eligible for the severance benefits made available to other executive officers under our standard form of severance protection agreement if his employment is involuntarily terminated without cause or he resigns for good reason within 24 months following a change in control.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

10.1 Employment Offer Letter dated June 9, 2015

99.1 Press Release dated June 15, 2015

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LEIDOS HOLDINGS, INC.
By:	/s/ Raymond L. Veldman
	Name:	Raymond L. Veldman
	Title:	Senior Vice President, Deputy General Counsel and Secretary

LEIDOS, INC.
By:	/s/ Raymond L. Veldman
	Name:	Raymond L. Veldman
	Title:	Senior Vice President, Deputy General Counsel and Secretary

Dated:  June 15, 2015

EX-10.1

Exhibit 10.1

June 9, 2015

James C. Reagan

11990 Market Street, Unit 1215

Reston, VA 20190

Dear Mr. Reagan, On behalf of Leidos, Inc., I am pleased to extend you an offer of employment for the position of Executive Vice President and Chief Financial Officer located in Reston, Virginia. Your credentials and commitment to quality performance and service are impressive and exude the qualities we seek in our employees.

Your supervisor will be Roger Krone and your anticipated start date will be July 6, 2015.  The weekly salary for this position will be $10,576.93 paid biweekly, which is the annual equivalent of $550,000. This offer of employment is valid until June 10, 2015.

You will receive a one-time sign-on bonus consisting of $150,000 cash and $1,400,000 equity, less payroll tax withholding and granted on the first grant date following your hire date. Details of the sign-on bonus, incentives, and employment components are explained in the attached compensation worksheet [1].

In our effort to provide our key executives with competitive benefits, we are pleased to offer you the opportunity to participate in the Leidos Keystaff Deferral Plan and/or the Leidos Key Executive Stock Deferral Plan. These valuable benefit plans give you the opportunity to accumulate assets on a tax-deferred basis. You will receive a package under separate cover from the Newport Group with plan details and enrollment forms. If you elect to participate, your enrollment forms must be returned and received by Leidos prior to your first day of employment.

This offer is contingent upon the following:

• Successful completion of due diligence investigation, background verifications, and checks 

• Successful completion of a drug test to determine the presence of illegal or unprescribed controlled substances. This process must be completed within 72 hours of receipt of your drug test information. 

• Completion of Employment Eligibility Certification (I-9) and providing required documents (listed on the I-9 document) for proof of current eligibility to work in the United States at the time of hire or within three days of the commencement of your employment.

• The eligibility to obtain a government security clearance following commencement of employment.

For over 40 years, our commitment to technical innovation, quality service and strong ethical standards have formed a strong foundation for employee leadership and career advancement contributing to our business success. It is the goal of Leidos to foster an environment of rewarding professional challenges and opportunities. We look forward to having you as part of our team where you will have the opportunity to play a vital role in our continued success while continuing to nurture your career.
We at Leidos are enthusiastic about welcoming you aboard the team and are looking forward to working with you. Should you have any questions regarding this offer please feel free to call me at 571-526-6500.
Sincerely,

Sarah Allen

Leidos

Executive Vice President and Chief Human Resources Officer

I hereby accept the foregoing offer of employment and acknowledge that no representations, offers or commitments, other than those contained herein, have been issued, given or made whatsoever. I understand that this agreement does not constitute a guarantee of employment for a fixed period and that my employment relationship with Leidos is at will.

I accept the terms and conditions of this employment offer.

Leidos is an Equal Opportunity / Affirmative Action Employer. All employment with Leidos is "At Will".

¹“Leidos” refers to Leidos, Inc. and its affiliates, parents, subsidiaries and predecessors.

[1] If my employment with Leidos terminates for any reason other than layoff, or if I transfer to Consulting Employee status within one year of my start date, I agree, as a condition of this offer, to reimburse Leidos the full amount of the sign-on bonus. Should that condition occur, I authorize Leidos to withhold the reimbursement amount from my final pay and accrued comprehensive leave, as permitted by law.

__/s/ James C. Reagan__________________________     ___6/9/15______________________

James C. Reagan                        Date

EX-99.1

Exhibit 99.1

LEIDOS NAMES JAMES C. REAGAN CHIEF FINANCIAL OFFICER

(RESTON, Va.), June 15, 2015 – Leidos Holdings, Inc. [NYSE: LDOS] today announced that the board of directors has appointed James C. Reagan as Executive Vice President (EVP) and Chief Financial Officer (CFO), effective July 6, 2015.

In his new role, Reagan will oversee all financial activities of the company, including accounting and financial reporting, treasury, tax, planning and analysis, and investor relations.

"Jim is an accomplished CFO and a proven leader who brings significant financial and operational expertise to our company," said Leidos Chairman & CEO Roger Krone. "His broad skillset will be a great addition to our talented team and an asset to Leidos as we continue to work toward greater operational excellence – creating value and delivering outstanding results for our customers. This successfully culminates the orderly CFO transition announced in January."

Since 2012, Reagan served as Senior Vice President and CFO of Vencore, Inc. (formerly The SI Organization, Inc.), a provider of information solutions, and engineering and analysis services to the U.S. Intelligence Community, Department of Defense, and federal and civilian agencies. He is a certified public accountant and began his career atPricewaterhouseCoopers LLP.

"It is a great opportunity to join the Leidos team at such an exciting time," said Reagan. "Ilook forward to bringing all of my expertise to bear to help our businesses grow, and I'm excited to join the ranks of such a talented team of employees who do such critical and impactful work."

Reagan received a master's degree in business administration from Loyola College in Baltimore, Md., as well as a bachelor's degree in business administration from the College of William and Mary in Williamsburg, Va.

About Leidos

Leidos is a FORTUNE 500^® science and technology solutions leader working to address some of the world's toughest challenges in national security, health and engineering. The Company's 19,000 employees support vital missions for our government and the commercial sector, develop innovative solutions to drive better outcomes and defend our Nation's digital and physical infrastructure from 'new world' threats. Headquartered in Reston, Virginia, Leidos reported annual revenues of approximately $5.06 billion for its fiscal year ended January 30, 2015. For more information, visit www.Leidos.com. 

Statements in this announcement, other than historical data and information, constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, or achievements expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to, the risk factors set forth in the company's Annual Report on Form 10-K for the period ended January 30, 2015, and other such filings that Leidos makes with the SEC from time to time. Due to

Exhibit 99.1

such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

Contact:    Melissa Koskovich

(571)526-6850

Koskovichm@leidos.com

Jennifer Gephart

(571) 526- 6852

Gephartja@leidos.com