Form SD - Specialized disclosure report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

LEIDOS HOLDINGS, INC.

(Exact name of the registrant as specified in its charter)



Delaware						001-33072
(State or Other Jurisdiction of Incorporation)						(Commission File Number)



1750 Presidents Street, Reston, Virginia						20190
(Address of Principal Executive Offices)						(Zip Code)

Brian Z. Liss

SVP, Deputy General Counsel and Corporate Secretary

(571) 526-6000

(Name and telephone, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) under the Exchange Act for the reporting period from January 1 to December 31, 2023.

☐ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the reporting period January 1 to December 31, _____.

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Leidos Holdings Inc.’s (the "Company") Conflict Minerals Report for the reporting period from January 1 to December 31, 2023, is attached hereto as Exhibit 1.01 and available on the Investor Relations portion of our website at www.leidos.com.

Statements in this Form SD or the Conflict Minerals Report included as Exhibit 1.01 may include forward-looking statements. Words such as "expect," "intend," "may," "could," "plan," "believe," "anticipate," and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to our intended improvement efforts to mitigate risk. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which may change over time. These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. You are urged to consider the limitations on, and the risks associated with, the forward-looking statements and not unduly rely on the accuracy of the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 1.02 Exhibit

The Company’s Conflict Minerals Report for the reporting period from January 1 to December 31, 2023, is attached hereto as Exhibit 1.01.

Section 3 – Exhibits

Item 3.01 Exhibits

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

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 duly authorized undersigned.

LEIDOS HOLDINGS, INC.

By: /s/ Brian Z. Liss

Name: Brian Z. Liss

Title: SVP, Deputy General Counsel and Corporate Secretary

Date: May 29, 2024

Exhibit 1.01

Conflict Minerals Report of Leidos Holdings, Inc.

for the reporting period from January 1 to December 31, 2023

The following should be read in conjunction with the definitions contained in the Securities and Exchange Commission (“SEC”) instructions to Form SD and related rules.

This report for the reporting period from January 1 to December 31, 2023, is presented by Leidos Holdings, Inc. (“Leidos,” or “we,” “us” or “our”) pursuant to Rule 13p-1 (the “Rule”) of the Securities Exchange Act of 1934, as amended. The Rule was adopted by the SEC as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 to implement reporting and disclosure requirements related to the cassiterite, columbite-tantalite, gold, wolframite and their derivatives, tin, tantalum and tungsten (“3TG Minerals”) necessary to the functionality or production of products manufactured by registrants.

Leidos is a dynamic innovation company that is at the forefront of addressing the world’s most challenging issues in national security and health sectors. Being a solutions provider occasionally requires the development of one-of-a-kind products or components under customer-funded contracts. Typically, our products consist of special-purpose products for government customers produced in low numbers. Substantially all of our products are assembled from widely available component parts. For example, we provide sensor systems, intelligence processing systems and communications/dissemination systems for the United States government for air, ground and maritime applications. We also provide information technology systems for a variety of commercial and government customers. However, in some cases, we produce standard products for customers. We deliver and deploy radiation detection systems, radiation sensor panels, VACIS® cargo and vehicle inspection systems, hand-held, mobile and airborne spectroscopy systems and advanced air particle detector systems for customers in the security industry.

Reasonable Country of Origin Inquiry

We do not directly source minerals from smelters, refiners or mines, nor do we have direct knowledge of the country of origin and chain of custody of our 3TG Minerals or whether our 3TG Minerals have directly or indirectly financed or benefited armed groups in the Democratic Republic of the Congo or adjoining countries (the “Covered Countries”). Our supply chain is complex, and there are many intermediaries between us and the mine. As a result, our ability to identify the origin and chain of custody of our 3TG Minerals and determine whether they directly or indirectly financed or benefited armed groups in any Covered Country (the “Conflict Status”) is limited. Therefore, we rely on our direct vendors and suppliers for information relating to the 3TG Minerals in the parts and materials we source from them, who in turn often similarly rely on their own vendors and suppliers as they too are far removed from the actual source of any 3TG Minerals.

With respect to the 3TG Minerals necessary to the functionality or production of products manufactured by us or contracted by us to be manufactured, we conducted a good faith country of origin inquiry that we believe was reasonably designed to determine whether any of our 3TG Minerals originated in the Covered Countries or were from recycled or scrap sources. For a description of our country of origin inquiry, please see the discussion below of the measures we took to exercise due diligence (of which such inquiry was a part).

To the extent we determined that our 3TG Minerals originated (or may have originated) in the Covered Countries and may not have been from recycled or scrap sources, we exercised the required due diligence but were unable to determine whether they financed or benefited armed groups.

Design of Due Diligence Measures

To enhance our supply chain oversight and support complicance with SEC regulations regarding origin, custory and conflict status of 3TG Minerals, we established management systems and due diligence procedures (our “3TG Minerals Due Diligence Process”) based on guidance from the Organisation for Economic Co-operation and Development’s OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-affected and High-Risk Areas. The design of our 3TG Minerals Due Diligence Process included the following:

•Adopting a 3TG minerals policy and a Supplier Code of Conduct, which are available on our website at www.leidos.com.

•Analyzing contract data and revenue recognition methodology to identify contracts and programs in which we manufactured or contracted to manufacture a product, and developing a list of vendors and suppliers associated with each program and contract.

•Sending surveys to various vendors and suppliers inquiring whether 3TG minerals were used in the provided parts and materials and, if so, the source of any such parts and materials. The surveys were based on the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative (the “EICC-GeSI”) Conflict Minerals Reporting Template.

•Sending follow-up survey questionnaires to each vendor/supplier that indicated they had supplied materials containing 3TG Minerals to better understand their process in determining that the minerals did not originate in any of the Covered Countries.

•Assessing and managing the conflict risk identified through the process outlined above.

•Providing a mechanism for vendors and suppliers to communicate their concerns with respect to our 3TG Mineral Due Diligence Process.

•Publicly reporting the results of our due diligence through this Report and accompanying Form SD, which are filed with the SEC and made available on our website at www.leidos.com.

Due Diligence Measures Taken

We undertook the following due diligence measures during the 2023 reporting period:

•We sought representations from each of our vendors and suppliers to determine the status of 3TG Minerals used in the supplied materials and the source of any 3TG Minerals identified.

•Through these efforts, we received information from vendors and suppliers representing a substantial portion of the 3TG Minerals supplied directly to us or contained in products that we contracted to be manufactured by third parties.

•We analyzed the responses for completeness and internal consistency and made follow-up inquiries intended to resolve any deficiencies we identified.

•We relied on representations from vendors and suppliers that we considered reasonable.

•We considered warning signs or other circumstances that, in our view, indicated the responses were unreliable or that the 3TG Minerals (i) came from a Covered Country and (ii) were not from recycled or scrap sources.

•Due to our position in the supply chain, we do not conduct or commission independent third-party audits of smelters or refiners and rely on independent, third-party audits conducted by the Conflict-Free Sourcing Initiative ("CSFI") as necessary. We compared the smelter and refinery information provided by our vendors and suppliers with the data made available by the CSFI concerning the country of origin of the 3TG Minerals processed by those facilities and their Conflict Status.

Diligence Results

With respect to each of our products, despite the implementation of the 3TG Minerals Due Diligence Process outlined above, we either (i) were unable to obtain sufficient information to identify the country of origin of the 3TG Minerals contained in the product, or (ii) were unable to determine whether a product’s 3TG Minerals originated from one of the Covered Countries directly or indirectly financed armed conflict.

Other Steps

We have taken, or will undertake, the following steps since the period covered by this Report to mitigate the risk that our 3TG Minerals financed or benefited armed groups in the Covered Countries:

•Continue to make our vendors and suppliers aware of our policy on 3TG Minerals;

•Continue to communicate our expectations and information requirements to suppliers within our 3TG Mineral supply chain;

•Continue to encourage suppliers to implement responsible sourcing procedures and to source from conformant smelters and refiners; and

•Attempt to increase the response rate of our vendors and suppliers to our information requests.

We will maintain our efforts to address the ongoing issue of 3TG Minerals in the global supply chain by endeavoring to employ best practices in the design and implementation of our 3TG Minerals Due Diligence Process.

Leidos (NYSE:LDOS)
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