Pervasive regulatory and geopolitical risk escalation defines this filing, spanning executive-order constraints on capital allocation, CMMC hardening to a mandatory contract-eligibility requirement, new tax law (OBBBA) with acknowledged FY2025 financial impact, and materially expanded cybersecurity and AI exposure. The breadth of worsening — six or more distinct themes, with several individually severe items — represents a fundamental tightening of the operating and compliance environment for a government contractor. Capital return flexibility is now directly constrained by federal enforcement authority, and talent acquisition faces simultaneous pressure from immigration restrictions and compensation caps on defense contracts.
4 company-specific
· 14 common-mode
Revised
New executive order imposes material restrictions on buybacks, dividends, and executive compensation tied to performance metrics. Secretary of War enforcement authority and 15-day remediation requirements create new compliance obligations and financial constraints.
The U.S. government may terminate, cancel, modify, renew on less favorable terms or curtail our contracts at any time prior to their completion, and if we do not replace them, this may adversely…
Also disclosed — common-mode (Geopolitical macro uncertainty ×7, Global tax reform pillar two, Data privacy regulation, Debt leverage refinancing, Immigration talent workforce, AI cybersecurity escalation, Third party AI vendor dependency, AI regulatory compliance)
Global tax reform pillar two
New
New disclosure of material tax law changes (OBBBA) with acknowledged material impact on FY2025 financials and ongoing audit/litigation exposure.
Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results. We are subject to income taxes in the U.S. and numerous foreign…
Geopolitical macro uncertainty
Revised
New executive order restricts stock buybacks and dividends during underperformance on future defense contracts. Material contractual constraint on capital allocation.
RISKS RELATING TO OUR STOCK We cannot assure you that we will continue to pay or increase dividends on our common stock or to repurchase shares of our common stock. The timing, declaration, amount…
Data privacy regulation
Revised
Multiple new government contractor compliance risks added: procurement rules, OCI restrictions, audits, investigations, and data privacy regulations. Substantive escalation of regulatory exposure.
Leidos Holdings, Inc. Annual Report 13 Table of Contents PART I u Our failure to comply with various complex procurement rules and regulations could result in us being liable for penalties, including…
Debt leverage refinancing
Revised
Added substantial new disclosure of credit/capital market instability risks: counterparty performance, refinancing difficulty, credit rating impacts, and financing availability—material escalation of financial risk.
Deterioration of economic conditions or weakening in credit or capital markets may have a material adverse effect on our business, results of operations and financial condition. Volatile, negative…
Geopolitical macro uncertainty
Revised
New disclosure of Executive Order 14275 federal procurement reforms creating uncertainty, potential cost increases, competition risk, and operational complexity for government contractor.
LEGAL AND REGULATORY RISKS Our failure to comply with various complex procurement rules and regulations could result in us being liable for penalties, including termination of our U.S. government…
Geopolitical macro uncertainty
Revised
Added disclosure that OCIs are active litigation area and competitors may use bid protests to overturn awards, escalating competitive risk and regulatory uncertainty.
Application of the U.S. government's organizational conflict of interest (OCI) rules could limit our ability to successfully compete for new contracts or task orders, which would adversely affect our…
Immigration talent workforce
Revised
Added two substantive new risks: immigration policy restrictions on visa-based talent acquisition, and executive order limiting compensation attractiveness for key employees on defense contracts.
A failure to attract, retain, and develop talent with critical skills, including our leadership team, would adversely affect our ability to execute our strategy and may disrupt our operations. Our…
Geopolitical macro uncertainty
Revised
Expanded disclosure of budget cap reinstatement, debt ceiling debate, and acquisition system changes. Adds specific statutory references (BCA, Fiscal Responsibility Act) and new risks around government efficiency initiatives and contracting model changes.
A decline in the U.S. government budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenues and limit our growth…
Geopolitical macro uncertainty
Revised
Added explicit debt ceiling risk and prolonged shutdown consequences. Expanded discussion of funding uncertainty's impact on bidding, scheduling, and profitability.
Because we depend on U.S. government contracts, a delay in the completion of the U.S. government’s budget and appropriations process could delay procurement of the products, services, and solutions…
Geopolitical macro uncertainty
Revised
CMMC moved from conditional/uncertain ("in process of evaluating") to mandatory requirement for contract eligibility. Added Congressional legislation risk and expanded consequences language.
Our business is subject to complex and evolving laws and regulations regarding data privacy and security, which could subject us to investigations, claims, or monetary penalties against us, require…
AI cybersecurity escalation
Revised
Added substantial new language on service provider accountability, undetected vulnerabilities, and resource requirements for remediation—escalating disclosed cybersecurity risk exposure.
Cybersecurity breaches and other information security incidents could negatively impact our business and financial results, impair our ability to effectively provide our services to our customers and…
Third party AI vendor dependency
Revised
New specific risk: employees/contractors using third-party AI tools could inadvertently disclose confidential information into public training sets, threatening IP protection and competitive advantage.
We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial…
AI regulatory compliance
Revised
Escalated AI risk disclosure: added specific litigation exposure, copyright/IP concerns, state-level regulations (Colorado, California), and explicit acknowledgment of anticipated additional resource costs to comply and maintain competitive position.
Leidos Holdings, Inc. Annual Report 29 Table of Contents PART I competitive position and business. Further, any output created by us using AI tools may not be subject to copyright protection, which…
Geopolitical macro uncertainty
Revised
New disclosure of executive order compliance burden on subcontractors, introducing complexity and cost risk to defense contracting operations.
We depend on our teaming arrangements and relationships with other contractors and subcontractors. If we are not able to maintain these relationships, or if these parties fail to satisfy their…