~~U.S.~~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): ~~May 3~~July 24, ~~2013~~ 2015

CommissionFile Number	Exact Name of Registrant as Specified in its Charter,Address of Principal Executive Offices and Telephone Number	State ofIncorporation	I.R.S. EmployerIdentification No
001-33072	~~SAIC~~Leidos Holdings, Inc. ~~1710 SAIC Drive, McLean, Virginia 22102 (703) 676-4300~~	Delaware	20-3562868
000-12771	Science Applications International Corporation 1710 SAIC Drive, McLean, Virginia 22102 (703) 676-4300	Delaware	95-3630868
	11951 Freedom Drive, Reston, Virginia 20190
	(571) 526-6000
000-12771	Leidos, Inc.	Delaware	95-3630868
	11951 Freedom Drive, Reston, Virginia 20190
	(571) 526-6000

N/A

(Former Name or Former Address, 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))

FORM 8-K

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

On ~~May 3~~July 24, ~~2013~~2015, ~~Campus~~Leidos ~~Point~~Engineering, ~~Realty~~LLC ~~Corporation~~ (“~~CPRC~~Leidos Engineering”), a wholly -owned subsidiary of ~~Science~~Leidos, ~~Applications~~Inc. ~~International~~(“Leidos”) ~~Corporation~~sold all of the outstanding equity interests in Leidos Renewable Energy, LLC (“~~SAIC~~LRE”), ~~entered~~the ~~into~~indirect aparent ~~purchase~~of ~~and~~Plainfield ~~sale agreement~~Renewable ~~(the~~Energy, ~~“Agreement”~~LLC ("PRE"), ~~with~~to ~~MRP-I~~Greenleaf ~~Acquisition~~Power AConsolidated, ~~L.L.C.~~LLC (“Buyer”) ~~relating~~pursuant to ~~transactions~~the ~~which~~Membership ~~include,~~Interest Purchase Agreement by and among ~~other~~Leidos ~~things~~Engineering, ~~the~~PRE ~~sale~~ and ~~leaseback~~Buyer ofdated ~~SAIC’s~~March ~~corporate~~24, ~~headquarters~~2015, ~~located~~as inamended ~~McLean~~July 17, ~~Virginia~~2015 (the "Agreement").

~~Under~~Upon closing of the ~~terms~~sale ~~set~~transaction, ~~forth~~Buyer inprovided ~~the~~to ~~Agreement,~~Leidos ~~CPRC~~Engineering ~~has~~aggregate ~~agreed~~consideration toof ~~sell~~$101 million, subject to ~~Buyer~~certain inadjustments, aand ~~series~~contingent ofearn-out ~~transactions~~payments. toThe beconsideration ~~completed~~received ~~over a~~by ~~period~~Leidos Engineering at closing consisted of ~~several~~a ~~years~~cash payment of approximately 18$29 ~~acres~~million of(the ~~land~~"Closing inPayment") ~~Fairfax~~and ~~County,~~a ~~Virginia~~secured promissory note for approximately $73 million (the “~~County~~Note”),. ~~including~~Payments ~~four~~under ~~office~~the ~~buildings~~Note ~~(containing~~are ~~approximately~~secured ~~900,000~~by ~~square~~a ~~feet),~~general asecurity ~~multi-level~~interest ~~parking~~in ~~garage,~~the ~~surface~~personal ~~parking~~property ~~lots~~of PRE, ~~and other~~a ~~related~~pledge ~~improvements~~of the membership interests of PRE and ~~structures~~a ~~(collectively,~~first mortgage over the ~~“Property”),~~real asproperty ~~well~~that ascomprises ~~tangible~~the ~~personal~~Plainfield ~~property~~Facility. ~~related~~In addition to the ~~Property~~Closing Payment and ~~third~~the Note, the Company is eligible to receive certain contingent earn-~~party~~out ~~leases.~~payments contemplated by the Agreement not to exceed $30 million.

~~Currently,~~Item ~~SAIC utilizes a portion of the Property as its corporate headquarters~~9. Under the Agreement, SAIC is required to lease back from the Buyer approximately 600,000 rentable square feet of space in three of the office buildings (commonly referred to by SAIC as “Towers 1, 2 and 3” or the “Towers”), which include SAIC’s corporate headquarters01. ~~The~~Financial ~~lease~~Statements ~~term for Towers 1~~ and ~~2 is approximately one year, and the lease term for Tower 3 is seven years~~Exhibits.

~~CPRC~~(b) ~~has~~Pro ~~submitted~~forma tofinancial the County a rezoning application and conceptual development plan seeking approval for rezoning certain portions of the Property into various parcels in order to permit development of a mixed use project containing residential, hotel, office and retail spaces. Under the Agreement, the Buyer has assumed responsibility for seeking all required governmental approvals for the development of the Property. information

The ~~purchase~~following ~~price~~unaudited ~~for the~~Pro ~~initial~~Forma ~~transaction,~~Financial ~~which~~Statements ~~includes the sale~~ of the ~~portion~~Company ofreflecting the ~~Property containing the Towers, and the land on which those buildings are located, related easements, and the leases back to SAIC, is $85 million, less certain costs and adjustments. The~~ closing of the sale of ~~the~~Plainfield ~~Towers~~are isfiled expected to occur in June 2013. The purchase price for the other parcels will be determined based on the final development plan and type of use approved by the County for each such parcel, less certain costs and adjustments. The final development plan may be changed by the Buyer so long as ~~any~~Exhibit ~~such change does not materially impact the price for any impacted parcel~~99.1 ~~Management currently estimates the aggregate purchase price for the other parcels~~ to bethis inCurrent ~~the~~Report ~~range of $120 million to $140 million, which range is based~~ on ~~several~~Form ~~important~~8-K ~~assumptions, including that the Buyer does not make any changes to the final development plan~~ and itincorporated isherein ~~approved~~by as submitted, all other closing conditions and deliveries are met and all of the parcels are sold. Management currently estimates that the sale of the other parcels will be completed in several closings over the next six years. The book value of all of the Property (including the Towers) is approximately $85 million. reference:

~~Prior to May 22, 2013, Buyer may terminate the Agreement for any reason upon written notice to CPRC~~i.Condensed ~~The~~consolidated ~~Agreement~~balance ~~contains~~sheet ~~standard~~as ~~representations and warranties for transactions~~ of ~~this~~April ~~type~~3, and the closing of each parcel is subject to customary closing conditions and deliveries. The closing of each parcel other than the parcel containing the Towers is also subject to Buyer’s obtaining approval of the development plan and related subdivision approvals by the County for such parcel. If the approvals for any parcel are not obtained by Buyer within eight years after the closing of the Towers, either Buyer or CPRC may terminate this Agreement as to such parcel. 2015;

~~The~~ii.Condensed ~~foregoing description~~consolidated statement of ~~the~~income ~~Agreement~~for ~~is not complete and is qualified in its entirety by reference to~~ the ~~full~~quarter ~~text~~ended ofApril ~~the Agreement~~3, ~~which~~2015; ~~is filed as Exhibit 10.1 to this report~~ and ~~incorporated herein by this reference.~~

2iii.Consolidated statement of income for the year ended January 30, 2015.

Forward-Looking Statements

Certain statements in this report contain or are based on “forward-looking” information within the meaning of the Private Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” and similar words or phrases. Forward-looking statements in this report include statements regarding the expected closing dates of the transactions under the Agreement and management’s estimate of the purchase price from future sales of parcels contemplated by the Agreement. These statements involve risks and uncertainties that may cause actual performance and results to differ materially from the forward-looking statements, including any failure to obtain required approvals, including approvals of the rezoning application, development plan and subdivisions, receipt of any approvals on terms different from those submitted, actions that may be taken by Buyer under the Agreement, any failure to meet any closing conditions and deliveries set forth in the Agreement and other risks set forth in the company’s Annual Report on Form 10-K for the period ended January 31, 2013 and other filings that the company makes with the SEC from time to time. Due to 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. The company expressly disclaims any duty to update the forward-looking statement provided in this report to reflect subsequent events, actual results or changes in expectations.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

10.1 Purchase and Sale Agreement between Campus Realty Corporation and MRP-I Acquisition A, L.L.C., dated as of May 3, 2013.



Exhibit 10.1		Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated March 24, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 25, 2015.
Exhibit 10.2		Amendment to Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated July 17, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 23, 2015.
Exhibit 99.1		Unaudited pro forma condensed consolidated balance sheet as of April 3, 2015, unaudited pro forma condensed consolidated statement of income for the quarter ended April 3, 2015 and unaudited pro forma consolidated statement of income for the year ended January 30, 2015.

SIGNATURE

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

(Registrant)	LEIDOS HOLDINGS, INC.			~~SAIC, INC.~~
Date: May 3, 2013		By:			/s/ Vincent A. Maffeo
Date: July 30, 2015	By:		/s/ Vincent A. Maffeo
			Vincent A. Maffeo		~~Vincent A. Maffeo~~
	Its:		Executive Vice President and General Counsel	~~Its:~~	~~Executive Vice President and~~
					General Counsel
(Registrant)	LEIDOS, INC.
(Registrant)				SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
Date: July 30, 2015	By:		/s/ Vincent A. Maffeo
Date: May 3, 2013		By:			/s/ Vincent A. Maffeo
			Vincent A. Maffeo
					Vincent A. Maffeo
	Its:		Executive Vice President and General Counsel
				Its:	Executive Vice President and
					General Counsel

Filing Compare · Leidos, Inc.