Science Applications International Corp 10-Q

Item 1. Financial Statements SCIENCE APPLICATIONS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Nine Months Ended November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023 (in millions, except per share amounts) Revenues $ 1,976 $ 1,895 $ 5,641 $ 5,707 Cost of revenues 1,739 1,666 4,981 5,027 Selling, general and administrative expenses 83 87 245 259 (Gain) loss on divestitures, net of transaction costs — — — ( 240 ) Other operating (income) expense ( 6 ) ( 1 ) ( 10 ) ( 1 ) Operating income 160 143 425 662 Interest expense, net 32 27 97 88 Other (income) expense, net 2 2 7 2 Income before income taxes 126 114 321 572 Provision for income taxes ( 20 ) ( 21 ) ( 57 ) ( 134 ) Net income $ 106 $ 93 $ 264 $ 438 Earnings per share: Basic $ 2.15 $ 1.79 $ 5.22 $ 8.19 Diluted $ 2.13 $ 1.76 $ 5.17 $ 8.11 See accompanying notes to condensed consolidated financial statements. -1- Table of Conten ts SCIENCE APPLICATIONS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended Nine Months Ended November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023 (in millions) Net income $ 106 $ 93 $ 264 $ 438 Other comprehensive (loss) income, net of tax: Net unrealized (loss) gain on derivative instruments ( 1 ) ( 3 ) ( 6 ) ( 2 ) Total other comprehensive (loss) income, net of tax ( 1 ) ( 3 ) ( 6 ) ( 2 ) Comprehensive income $ 105 $ 90 $ 258 $ 436 See accompanying notes to condensed consolidated financial statements. -2- Table of Conten ts SCIENCE APPLICATIONS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) November 1, 2024 February 2, 2024 (in millions) ASSETS Current assets: Cash and cash equivalents $ 46 $ 94 Receivables, net 1,022 914 Prepaid expenses and other current assets 92 123 Total current assets 1,160 1,131 Goodwill 2,851 2,851 Intangible assets, net 807 894 Property, plant, and equipment (net of accumulated depreciation of $ 197 million and $ 184 million at November 1, 2024 and February 2, 2024, respectively) 99 91 Operating lease right of use assets 176 152 Other assets 182 195 Total assets $ 5,275 $ 5,314 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 714 $ 567 Accrued payroll and employee benefits 311 370 Other accrued liabilities 92 144 Debt, current portion 220 77 Total current liabilities 1,337 1,158 Debt, net of current portion 1,939 2,022 Operating lease liabilities 190 147 Deferred income taxes 12 28 Other long-term liabilities 185 174 Commitments and contingencies (Note 12) Equity: Common stock, $ 0.0001 par value, 1 billion shares authorized, 49 million and 52 million shares issued and outstanding as of November 1, 2024 and February 2, 2024, respectively — — Additional paid-in capital — 337 Retained earnings 1,602 1,432 Accumulated other comprehensive income 10 16 Total stockholders' equity 1,612 1,785 Total liabilities and stockholders' equity $ 5,275 $ 5,314 See accompanying notes to condensed consolidated financial statements. -3- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) Shares of common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Non-controlling interest Total (in millions) Balance at August 2, 2024 50 $ 63 $ 1,551 $ 11 $ — $ 1,625 Net income — — 106 — — 106 Issuances of stock — 5 — — — 5 Other comprehensive loss, net of tax — — — ( 1 ) — ( 1 ) Cash dividends of $ 0.37 per share — — ( 18 ) — — ( 18 ) Stock-based compensation, net of shares withheld for taxes (1) — 11 — — — 11 Repurchases of stock ( 1 ) ( 79 ) ( 37 ) — — ( 116 ) Balance at November 1, 2024 49 $ — $ 1,602 $ 10 $ — $ 1,612 Balance at February 2, 2024 52 $ 337 $ 1,432 $ 16 $ — $ 1,785 Net income — — 264 — — 264 Issuances of stock — 14 — — — 14 Other comprehensive loss, net of tax — — — ( 6 ) — ( 6 ) Cash dividends of $ 1.11 per share — — ( 57 ) — — ( 57 ) Stock-based compensation, net of shares withheld for taxes (1) — 13 — — — 13 Repurchases of stock ( 3 ) ( 364 ) ( 37 ) — — ( 401 ) Balance at November 1, 2024 49 $ — $ 1,602 $ 10 $ — $ 1,612 Balance at August 4, 2023 53 $ 480 $ 1,340 $ 23 $ — $ 1,843 Net income — — 93 — — 93 Issuances of stock — 4 — — — 4 Other comprehensive income, net of tax — — — ( 3 ) — ( 3 ) Cash dividends of $ 0.37 per share — — ( 20 ) — — ( 20 ) Stock-based compensation, net of shares withheld for taxes (1) — 14 — — — 14 Repurchases of stock ( 1 ) ( 103 ) — — — ( 103 ) Balance at November 3, 2023 52 $ 395 $ 1,413 $ 20 $ — $ 1,828 Balance at February 3, 2023 54 $ 637 $ 1,035 $ 22 $ 10 $ 1,704 Net income — — 438 — — 438 Issuances of stock 1 13 — — — 13 Other comprehensive income, net of tax — — — ( 2 ) — ( 2 ) Cash dividends of $ 1.11 per share — — ( 60 ) — — ( 60 ) Stock-based compensation, net of shares withheld for taxes (1) — 21 — — — 21 Repurchases of stock ( 3 ) ( 276 ) — — — ( 276 ) Deconsolidation of non-controlling interest — — — — ( 10 ) ( 10 ) Balance at November 3, 2023 52 $ 395 $ 1,413 $ 20 $ — $ 1,828 (1) During the three months ended November 1, 2024 and November 3, 2023, shares withheld for taxes related to stock-based compensation arrangements amounted to $ 2 million and $ 1 million, respectively. During the nine months ended November 1, 2024 and November 3, 2023, shares withheld for taxes related to stock-based compensation arrangements amounted to $ 25 million and $ 21 million, respectively. See accompanying notes to condensed consolidated financial statements. -4- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended November 1, 2024 November 3, 2023 (in millions) Cash flows from operating activities: Net income $ 264 $ 438 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 104 106 Deferred income taxes ( 15 ) ( 33 ) Stock-based compensation expense 38 42 Gain on sale of equity method investments and long-lived assets ( 5 ) ( 3 ) Gain on divestitures — ( 247 ) Other ( 4 ) ( 1 ) Increase (decrease) resulting from changes in operating assets and liabilities, net of the effect of divestitures: Receivables ( 108 ) ( 142 ) Prepaid expenses and other current assets 31 13 Other assets 10 5 Accounts payable and accrued liabilities 121 120 Accrued payroll and employee benefits ( 59 ) ( 4 ) Income taxes payable ( 2 ) 21 Operating lease assets and liabilities, net ( 7 ) ( 3 ) Other long-term liabilities 11 21 Net cash provided by operating activities 379 333 Cash flows from investing activities: Expenditures for property, plant, and equipment ( 21 ) ( 16 ) Purchases of marketable securities ( 11 ) ( 6 ) Sales of marketable securities 10 5 Proceeds from sale of long-lived assets — 3 Proceeds from sale of equity method investments 10 — Proceeds from divestitures — 356 Cash divested upon deconsolidation of joint venture — ( 8 ) Other ( 3 ) ( 10 ) Net cash (used in) provided by investing activities ( 15 ) 324 Cash flows from financing activities: Dividend payments to stockholders ( 57 ) ( 60 ) Principal payments on borrowings ( 1,056 ) ( 275 ) Issuances of stock 14 13 Stock repurchased and retired or withheld for taxes on equity awards ( 425 ) ( 293 ) Excise tax payments on stock repurchases ( 3 ) — Proceeds from borrowings 1,114 160 Net cash used in financing activities ( 413 ) ( 455 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 49 ) 202 Cash, cash equivalents and restricted cash at beginning of period 103 118 Cash, cash equivalents and restricted cash at end of period $ 54 $ 320 See accompanying notes to condensed consolidated financial statements. -5- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Business Overview and Summary of Significant Accounting Policies: Overview Science Applications International Corporation (collectively, with its consolidated subsidiaries, the “Company") is a leading provider of technical, engineering and enterprise information technology ("IT") services primarily to the U.S. government. The Company integrates emerging technology securely and in real-time into mission critical operations that modernize and enable national imperatives. The Company provides these services for large, complex projects with a targeted emphasis on higher-end, differentiated technology services and solutions that accelerate and transform secure and resilient digital environments through system development, modernization, integration, and sustainment to drive enterprise and mission outcomes. Effective February 3, 2024, the first day of fiscal 2025, the Company completed a business reorganization which replaced its previous two customer facing operating sectors with five customer facing business groups supported by the enterprise organizations, including the Innovation Factory. The Company's five business groups, which are also its operating segments, are aggregated into two reportable segments for financial reporting purposes given the similarity in economic and qualitative characteristics, and based on the nature of the customers they serve. The Company’s two reportable segments are the Defense and Intelligence segment and the Civilian segment. The Defense and Intelligence segment provides a diverse portfolio of national security solutions to the defense and intelligence departments and agencies of the United States Government. The Civilian segment provides solutions to the civilian markets, encompassing federal, state, and local governments, in order to deliver services for citizen well-being and protecting lives. This includes integrating solutions into a spectrum of public service missions that impact travel, trade, health and the economy. The offerings of both reportable segments entail the integration of emerging technologies into mission critical operations that modernize and enable national imperatives, including IT modernization, digital engineering, artificial intelligence ("AI"), mission systems support and advisory, training and simulation, and ground vehicles support. These services include end-to-end solutions spanning the design, development, integration, deployment, management and operations, sustainment and security of the customers’ entire IT infrastructure. The Company's Innovation Factory supports the operating segments by developing enterprise-class solutions which are delivered to the Company's customers as stand-alone solutions or integrated with and aligned to product offerings through the operations of the business to meet complex customer needs and accelerate digital transformation. The Innovation Factory includes designated teams focused on AI, application development, network services, platforms and cloud, and cybersecurity. It uses a highly automated, cloud-hosted tool set to rapidly build, test and deploy solutions and works with customers to enhance solutions going forward. Costs associated with corporate functions that are not allocable to the reportable segments are presented as Corporate activities. See Note 11—Business Segments Information for additional information. Within this report, the Company has recast historical financial information to reflect the new reportable segments. The recast historical information has no impact on the Company's previously reported condensed consolidated financial statements. Principles of Consolidation and Basis of Presentation References to “financial statements” refer to the condensed consolidated financial statements of the Company, which include the statements of income and comprehensive income, balance sheets, statements of equity and statements of cash flows. These financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All intercompany transactions and account balances within the Company have been eliminated. -6- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Interest income was reclassified from "Other (income) expense, net" to "Interest expense, net" on the condensed consolidated statements of income, gains on divestitures, net of transaction costs were reclassified from "Other operating (income) expense" to "(Gain) loss on divestitures, net of transaction costs" on the condensed consolidated statements of income, and "Accounts Payable" is now presented separately from "Other accrued liabilities" on the condensed consolidated balance sheets. The results reported in these financial statements are not necessarily indicative of results that may be expected for the entire year and should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended February 2, 2024. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates inherent in the preparation of the financial statements may include, but are not limited to, estimated profitability of long-term contracts, income taxes, fair value measurements, fair value of goodwill and other intangible assets, pension and defined benefit plan obligations, and contingencies. Estimates have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. Reporting Periods The Company utilizes a 52/53 week fiscal year ending on the Friday closest to January 31, with fiscal quarters typically consisting of 13 weeks. Fiscal 2025 began on February 3, 2024 and ends on January 31, 2025, while fiscal 2024 began on February 4, 2023 and ended on February 2, 2024. Operating Cycle The Company’s operating cycle may be greater than one year and is measured by the average time intervening between the inception and the completion of contracts. Derivative Instruments Designated as Cash Flow Hedges Derivative instruments are recorded on the condensed consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in other comprehensive income (loss) and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Settlement amounts related to derivatives designated as cash flow hedges are presented within operating activities on the condensed consolidated statement of cash flows. The Company’s fixed interest rate swaps are considered over-the-counter derivatives, and their fair value is calculated using a standard pricing model for interest rate swaps with contractual terms for maturities, amortization and interest rates. Level 2, or market observable inputs (such as yield and credit curves), are used within the standard pricing models in order to determine fair value. The fair value is an estimate of the amount that the Company would pay or receive as of a measurement date if the agreements were transferred to a third party. See Note 8—Derivative Instruments Designated as Cash Flow Hedges for further discussion on the Company’s derivative instruments designated as cash flow hedges. Marketable Securities Investments in marketable securities consist of equity securities, which are recorded at fair value using observable inputs such as quoted prices in active markets (Level 1). As of November 1, 2024 and February 2, 2024, the fair value of the Company's investments totaled $ 36 million and $ 32 million, respectively, and are included in "Other assets" on the condensed consolidated balance sheets. The Company's investments are primarily held in a custodial account, which includes investments to fund its deferred compensation plan liabilities. -7- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Sale of Equity Method Investment On August 30, 2024, Morpheus Data, one of the Company’s unconsolidated venture investments, completed a transaction to sell all its outstanding equity, including the Company's equity investment, to Hewlett Packard Enterprise (NYSE: HPE). The transaction resulted in a pre-tax gain of $ 5 million which is included within "Other operating (income) expense" on the condensed consolidated statements of income. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported on the condensed consolidated balance sheets for the periods presented: November 1, 2024 February 2, 2024 (in millions) Cash and cash equivalents $ 46 $ 94 Restricted cash included in prepaid expenses and other current assets 4 4 Restricted cash included in other assets 4 5 Cash, cash equivalents and restricted cash $ 54 $ 103 Restructuring Costs The Company periodically initiates restructuring activities to support business strategies, realign resources, and enhance its operational efficiency. Restructuring costs may include severance and other employee related termination costs, costs associated with consolidating or closing facilities and consulting costs. Restructuring costs for the nine months ended November 1, 2024 were $ 4 million and were primarily related to activities associated with the reorganization of its business sectors into business groups and the optimization and consolidation of certain facilities. Restructuring costs for the three and nine months ended November 3, 2023 were $ 2 million and $ 8 million, respectively, and were primarily associated with the optimization and consolidation of certain facilities. Restructuring costs are presented within "Selling, general and administrative expenses" on the condensed consolidated statements of income. Accounting Standards Updates In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard includes new disclosure requirements relating to specified categories of expenses (purchases of inventory, employee compensation, depreciation, and amortization) that are included in certain expense captions presented on the face of the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company is currently evaluating the impact of adoption of this standard on its financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard includes amendments that enhance annual income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company plans to adopt this standard in fiscal 2026 and is currently evaluating the impact of adoption of this standard on its financial statement disclosures. -8- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Amongst other amendments, the standard requires annual and interim disclosures of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), and interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually. This standard does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the annual disclosure in fiscal 2025 and the interim disclosure in fiscal 2026 and is currently evaluating the impact of adoption of this standard on its financial statement disclosures. Note 2—Earnings Per Share, Share Repurchases and Dividends: Earnings Per Share ("EPS") Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding. Diluted EPS is computed similarly to basic EPS, except the weighted-average number of shares outstanding is increased to include the dilutive effect of outstanding stock-based awards. The dilutive effect of outstanding stock-based awards is computed using the treasury stock method. The following table provides a reconciliation of the weighted-average number of shares outstanding used to compute basic and diluted EPS for the periods presented: Three Months Ended Nine Months Ended November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023 (in millions) Basic weighted-average number of shares outstanding 49.4 52.8 50.6 53.5 Dilutive common share equivalents - stock options and other stock-based awards 0.4 0.5 0.5 0.5 Diluted weighted-average number of shares outstanding 49.8 53.3 51.1 54.0 Antidilutive stock awards excluded from the weighted-average number of shares outstanding used to compute diluted EPS for the three and nine months ended November 1, 2024 and November 3, 2023 were immaterial . Share Repurchases The Company may repurchase shares in accordance with established repurchase plans. The Company retires its common stock upon repurchase with the excess over par value allocated to additional paid-in capital. When repurchases for the period exceed total additional-paid-in-capital, the excess repurchases are recorded as a reduction to retained earnings. The Company has not made any material purchases of common stock other than in connection with established share repurchase plans. In June 2022, the number of shares of the Company's common stock that may be repurchased under the Company's existing repurchase plan was increased by 8.0 million shares, bringing the total authorized shares to be repurchased under the plan to approximately 24.4 million shares. As of November 1, 2024, the Company has repurchased approximately 23.4 million shares of its common stock under the plan. Dividends The Company declared and paid a quarterly dividend of $ 0.37 per share of its common stock during the three months ended November 1, 2024. -9- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 3—Revenues: Changes in Estimates on Contracts Changes in estimates of revenues, cost of revenues or profits related to performance obligations satisfied over time are recognized in operating income in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can occur routinely over the performance period for a variety of reasons, which include: changes in scope; changes in cost estimates due to unanticipated cost growth or reassessments of risks impacting costs; changes in the estimated transaction price, such as variable amounts for incentive or award fees; and performance being better or worse than previously estimated. A significant portion of the Company's contracts recognize revenue on performance obligations using a cost input measure (cost-to-cost), which requires estimates of total costs at completion. In cases when total expected costs exceed total estimated revenues for a performance obligation, the Company recognizes the total estimated loss in the quarter identified. Total estimated losses are inclusive of any unexercised options that are probable of award, only if they increase the amount of the loss. Aggregate net changes in estimates on contracts accounted for using the cost-to-cost method of accounting were recognized in operating income as follows: Three Months Ended Nine Months Ended November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023 (in millions, except per share amounts) Net favorable (unfavorable) adjustments $ 15 $ 2 $ 15 $ 6 Net favorable (unfavorable) adjustments, after tax 13 2 12 5 Diluted EPS impact $ 0.26 $ 0.04 $ 0.23 $ 0.09 Revenues were $ 13 million and $ 14 million higher for the three and nine months ended November 1, 2024 and $ 4 million and $ 8 million higher for the three and nine months ended November 3, 2023, respectively, due to net revenue recognized from performance obligations satisfied in prior periods. Disaggregation of Revenues The Company's revenues are generated primarily from long-term contracts with the U.S. government including subcontracts with other contractors engaged in work for the U.S. government. The Company disaggregates revenues by customer, contract type and prime versus subcontractor to the federal government for each of its reportable segments. Disaggregated revenues by customer were as follows: Three Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Department of Defense $ 992 $ 13 $ 1,005 $ 975 $ 17 $ 992 Intelligence and other federal government agencies 517 413 930 499 364 863 Commercial, state and local governments and international 6 35 41 5 35 40 Total $ 1,515 $ 461 $ 1,976 $ 1,479 $ 416 $ 1,895 -10- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Nine Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Department of Defense $ 2,916 $ 15 $ 2,931 $ 2,961 $ 21 $ 2,982 Intelligence and other federal government agencies 1,430 1,158 2,588 1,492 1,119 2,611 Commercial, state and local governments and international 20 102 122 12 102 114 Total $ 4,366 $ 1,275 $ 5,641 $ 4,465 $ 1,242 $ 5,707 Disaggregated revenues by contract type were as follows: Three Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Cost reimbursement $ 1,245 $ 28 $ 1,273 $ 1,188 $ 19 $ 1,207 Time and materials ("T&M") 119 287 406 134 248 382 Firm-fixed price ("FFP") 151 146 297 157 149 306 Total $ 1,515 $ 461 $ 1,976 $ 1,479 $ 416 $ 1,895 Nine Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Cost reimbursement $ 3,464 $ 69 $ 3,533 $ 3,371 $ 53 $ 3,424 Time and materials ("T&M") 430 819 1,249 363 744 1,107 Firm-fixed price ("FFP") 472 387 859 731 445 1,176 Total $ 4,366 $ 1,275 $ 5,641 $ 4,465 $ 1,242 $ 5,707 Disaggregated revenues by prime versus subcontractor were as follows: Three Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Prime contractor to federal government $ 1,384 $ 385 $ 1,769 $ 1,363 $ 347 $ 1,710 Subcontractor to federal government 125 41 166 111 34 145 Other 6 35 41 5 35 40 Total $ 1,515 $ 461 $ 1,976 $ 1,479 $ 416 $ 1,895 Nine Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Total Defense and Intelligence Civilian Total (in millions) Prime contractor to federal government $ 3,976 $ 1,062 $ 5,038 $ 4,113 $ 1,043 $ 5,156 Subcontractor to federal government 370 111 481 340 97 437 Other 20 102 122 12 102 114 Total $ 4,366 $ 1,275 $ 5,641 $ 4,465 $ 1,242 $ 5,707 -11- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Contract Balances Contract balances for the periods presented were as follows: Balance Sheet line item November 1, 2024 February 2, 2024 (in millions) Billed and billable receivables, net (1) Receivables, net $ 621 $ 555 Contract assets - unbillable receivables Receivables, net 401 359 Contract assets - contract retentions Other assets 16 14 Contract liabilities - current Other accrued liabilities 27 53 Contract liabilities - non-current Other long-term liabilities $ 1 $ 2 (1) Net of allowance of $ 3 million as of November 1, 2024 and February 2, 2024. During the three and nine months ended November 1, 2024, the Company recognized revenues of $ 3 million and $ 33 million, respectively, relating to amounts that were included in the opening balance of contract liabilities as of February 2, 2024. During the three and nine months ended November 3, 2023, the Company recognized revenues of $ 5 million and $ 38 million, respectively, relating to amounts that were included in the opening balance of contract liabilities as of February 3, 2023. Remaining Performance Obligations Remaining performance obligations ("RPO") represent the transaction price of exercised contracts (both funded and unfunded) less inception to date revenue recognized. RPO does not include unexercised option periods and future task orders expected to be awarded under IDIQ contracts. As of November 1, 2024, the Company had approximately $ 5.7 billion of RPO. The Company expects to recognize revenue on approximately 81 % of the RPO over the next 12 months and approximately 91 % over the next 24 months, with the remaining recognized thereafter. Note 4—Divestitures: FSA Amendment On February 4, 2023, the Company sold 0.1 % of its 50.1 % majority ownership interest in Forfeiture Support Associates J.V. ("FSA") to its sole joint venture partner for a nominal amount. In conjunction with the sale, the Company remeasured its retained investment in FSA to a fair value of $ 14 million. As a result of the sale and amendment to the joint venture operating agreement of FSA, the Company no longer controls the joint venture and will account for its retained interest as an equity method investment as of the date of the transaction. The equity method investment is included within "Other assets" on the condensed consolidated balance sheets. The remeasurement resulted in a gain of $ 7 million which is included within "(Gain) loss on divestitures, net of transaction costs" on the condensed consolidated statements of income and is reflected within "Gain on divestitures" on the condensed consolidated statements of cash flows for the nine months ended November 3, 2023. The Company estimated the fair value of its retained investment in FSA based on Level 3 inputs of the fair value hierarchy. The Company used the income approach which involves the use of estimates and assumptions, including revenue growth rates, projected operating margins, discount rates and terminal growth rates. -12- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Sale of Logistics and Supply Chain Management Business On May 6, 2023, the Company closed the sale of its logistics and supply chain management business ("Supply Chain Business") to ASRC Federal Holding Company, LLC ("ASRC Federal") for $ 356 million in cash, including $ 355 million received at closing and a preliminary post-closing adjustment for working capital. The Company recognized the cash as "Proceeds from divestitures" on the condensed consolidated statements of cash flows. The sale enables the Company to focus its resources on long-term strategic growth areas. During the second quarter of fiscal 2024, the Company recorded a preliminary pre-tax gain of $ 233 million, net of $ 7 million of transaction costs, which is included within "(Gain) loss on divestitures, net of transaction costs" on the condensed consolidated statements of income. The disposition did not represent a strategic shift in operations that would have a material effect on the Company's operations and financial results, and accordingly has not been presented as discontinued operations. The major classes of assets and liabilities divested were as follows: (in millions) Assets: Receivables, net $ 46 Inventories, net 72 Prepaid expenses 1 Goodwill 60 Operating lease right of use assets 2 Total assets divested $ 181 Liabilities: Accounts payable $ 62 Accrued payroll and employee benefits 1 Other accrued liabilities 1 Operating lease liabilities 1 Total liabilities divested $ 65 In connection with the sale, the Company and ASRC Federal entered into certain transition services agreements pursuant to which the Company provided certain services to ASRC Federal through the first quarter of fiscal 2025 on a cost reimbursable basis. The transition services included certain IT, finance and other services necessary to support the transition of the sale. Note 5—Goodwill and Intangible Assets: Goodwill The following table presents the carrying value of goodwill by reportable segment: November 1, 2024 February 2, 2024 (in millions) Defense and Intelligence $ 2,001 $ 2,001 Civilian 850 850 Total $ 2,851 $ 2,851 Goodwill is not amortized, but rather tested for potential impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The goodwill impairment test is performed at -13- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) the reporting unit level. As a result of the internal reorganization on February 3, 2024, the Company reallocated its goodwill to its five new goodwill reporting units. The Company performed a goodwill impairment test immediately before and after the reorganization, both of which resulted in no impairment. For the goodwill impairment test immediately after the reorganization, the Company performed a quantitative assessment of its goodwill as of February 3, 2024 for its five new goodwill reporting units. The Company estimated the fair value of each reporting unit using a 50:50 weighting of fair values derived from an income approach and market approach. Under the income approach, the Company estimated the fair value of its reporting units using a multi-year discounted cash flow model involving assumptions about projected future revenue growth, operating margins, income tax rates, capital expenditures, discount rate, and terminal value. Under the market approach, the Company estimated the fair value of its reporting units based on multiples of earnings derived from observable market data of comparable public companies. Intangible Assets Intangible assets, all of which were finite-lived, consisted of the following: November 1, 2024 February 2, 2024 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value (in millions) Customer relationships $ 1,462 $ ( 660 ) $ 802 $ 1,462 $ ( 574 ) $ 888 Developed technology 10 ( 5 ) 5 10 ( 4 ) 6 Trade name 1 ( 1 ) — 1 ( 1 ) — Total intangible assets $ 1,473 $ ( 666 ) $ 807 $ 1,473 $ ( 579 ) $ 894 Amortization expense related to intangible assets was $ 29 million and $ 87 million for the three and nine months ended November 1, 2024, respectively, and $ 28 million and $ 86 million for the three and nine months ended November 3, 2023, respectively. There were no intangible asset impairment losses during the periods presented. As of November 1, 2024, the estimated future annual amortization expense related to intangible assets is as follows: Fiscal Year (in millions) Remainder of 2025 $ 28 2026 115 2027 115 2028 98 2029 97 Thereafter 354 Total $ 807 Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments, and other factors. Note 6—Income Taxes: The Company's effective income tax rate was 15.6 % and 17.8 % for the three and nine months ended November 1, 2024, respectively, and 18.0 % and 23.4 % for the three and nine months ended November 3, 2023, respectively. The Company’s effective tax rate differs from the statutory tax rate primarily due to the deduction for foreign derived intangible income, research and development tax credits, and stock-based compensation windfalls. The effective -14- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) tax rate in the prior year further differed from the statutory tax rate due to a gain from the disposition of the Supply Chain Business and the associated non-deductible goodwill. The Company’s effective tax rate for the three and nine months ended November 1, 2024 decreased compared to the same periods in the prior year due to the non-recurrence of a gain from the disposition of the Supply Chain Business and the associated non-deductible goodwill. In addition, the effective tax rates for the three and nine months ended November 1, 2024 benefited from the release of certain state liabilities for uncertain tax positions. Note 7—Debt Obligations: The Company’s debt as of the dates presented was as follows: November 1, 2024 February 2, 2024 Stated interest rate Effective interest rate Principal Unamortized debt issuance costs Net Principal Unamortized debt issuance costs Net (dollars in millions) Term Loan A Facility due June 2027 6.04 % 6.15 % $ 1,145 $ ( 2 ) $ 1,143 $ 1,199 $ ( 4 ) $ 1,195 Term Loan B Facility due October 2025 — % — % — — — 328 ( 1 ) 327 Term Loan B2 Facility due March 2027 — % — % — — — 182 ( 2 ) 180 Term Loan B3 Facility due February 2031 6.44 % 6.58 % 508 ( 4 ) 504 — — — Senior Notes due April 2028 4.88 % 5.11 % 400 ( 3 ) 397 400 ( 3 ) 397 Revolving Credit Facility due June 2027 (1) 7.29 % — % 115 — 115 — — — Total debt $ 2,168 $ ( 9 ) $ 2,159 $ 2,109 $ ( 10 ) $ 2,099 Less current portion 220 — 220 77 — 77 Total debt, net of current portion $ 1,948 $ ( 9 ) $ 1,939 $ 2,032 $ ( 10 ) $ 2,022 (1) The stated interest rate for the Revolving Credit Facility due June 2027 reflects the weighted average interest rate for the outstanding borrowings as of November 1, 2024. As of November 1, 2024, the Company had a $ 2.7 billion secured credit facility (the Credit Facility) consisting of a Term Loan A Facility due June 2027, a Term Loan B3 Facility due February 2031 (together, the "Term Loan Facilities"), and a $ 1.0 billion Revolving Credit Facility due June 2027 (the "Revolving Credit Facility"). On February 8, 2024, the Company executed the Sixth Amendment to the Third Amended and Restated Credit Agreement ("Sixth Amendment"), which established a $ 510 million senior secured term loan credit facility ("Term Loan B3 Facility due February 2031"). The entire Term Loan B3 Facility due February 2031 was immediately borrowed by the Company and the proceeds were used to pay in full the outstanding principal balances under the Term Loan B Facility due October 2025 and Term Loan B2 Facility due March 2027. The Tranche B3 Facility due February 2031 is subject to the same covenants and events of default as the Company's existing Term Loan Facilities. Borrowings under the Term Loan B3 Facility due February 2031 amortize quarterly beginning on July 31, 2024 at 0.25 % of the original borrowed amount with the remaining unamortized balance due in full upon its maturity on February 8, 2031. On October 18, 2024, the Company executed the Seventh Amendment to the Third Amended and Restated Credit Agreement ("Seventh Amendment"), which lowered the applicable margin for the Term Loan B3 Facility due February 2031 from 1.875 % to 1.750 % for Term SOFR loans and from 0.875 % to 0.750 % for base rate loans. In the event any portion of the Term Loan B3 Facility due February 2031 is repaid prior to April 18, 2025 as a result of a repricing event, the Company will be required to repay a 1.00 % fee of the amount repaid. After April 18, 2025, the Term Loan B3 Facility due February 2031 may be prepaid at any time without penalty and is subject to the same mandatory prepayments, including from excess cash flow, as the Company’s existing term loans under the Credit Facility. -15- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) During the nine months ended November 1, 2024, the Company incurred $ 6 million of debt issuance costs associated with the Sixth and Seventh Amendments, of which $ 4 million was recognized in interest expense and the remaining $ 2 million deferred and amortized to interest expense through the maturity date of the facility utilizing the effective interest rate method. During the three and nine months ended November 1, 2024, the Company made scheduled principal payments of $ 23 million and $ 54 million, respectively, on the Term Loan A Facility due June 2027 and made scheduled principal payments of $ 1 million and $ 2 million, respectively, on the Term Loan B3 Facility due February 2031. During the three and nine months ended November 1, 2024, the Company borrowed $ 405 million and $ 975 million, respectively, and repaid $ 390 million and $ 860 million, respectively, under the Revolving Credit Facility. As of November 1, 2024, the outstanding principal under the Revolving Credit Facility was classified as current portion of debt on the condensed consolidated balance sheets. Subsequent to quarter end, the Company repaid $ 65 million on the Revolving Credit Facility. Commitment fees for undrawn amounts under the Revolving Credit Facility range from 0.125 % to 0.25 % per annum based on the Company’s leverage ratio. As of November 1, 2024, the Company was in compliance with the covenants under its Credit Facility. As of November 1, 2024 and February 2, 2024, the carrying value of the Company’s outstanding debt obligations approximated its fair value. The fair value of debt is calculated using Level 2 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s Term Loan Facilities and Senior Notes. Maturities of debt as of November 1, 2024 are: Fiscal Year Total (in millions) Remainder of 2025 $ 139 2026 113 2027 128 2028 896 2029 406 Thereafter 486 Total principal payments $ 2,168 Note 8—Derivative Instruments Designated as Cash Flow Hedges: The Company’s derivative instruments designated as cash flow hedges consist of: Fair Value of Asset (1) at Notional Amount at November 1, 2024 Pay Fixed Rate Receive Variable Rate Settlement and Termination November 1, 2024 February 2, 2024 (in millions) (in millions) Interest rate swaps $ 685 2.96 % 1-month Term SOFR Monthly through October 31, 2025 $ 8 $ 15 (1) The fair value of the fixed interest rate swap asset is included in "Other assets" on the condensed consolidated balance sheets. The Company is party to fixed interest rate swap instruments that are designated and accounted for as cash flow hedges to manage risks associated with interest rate fluctuations on a portion of the Company’s floating rate debt within the Credit Facility. The counterparties to all swap agreements are financial institutions. -16- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) See Note 9—Changes in Accumulated Other Comprehensive Income (Loss) by Component for the unrealized change in fair values on cash flow hedges recognized in other comprehensive income (loss) and the amounts reclassified from accumulated other comprehensive income (loss) into earnings for the current and comparative periods presented. During the three months ended November 3, 2023, Interest Rate Swaps due October 31, 2023 matured, which had a notional value of $ 450 million upon maturity. The Company estimates that it will reclassify $ 8 million of unrealized gains from accumulated other comprehensive income into earnings in the twelve months following November 1, 2024. -17- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 9—Changes in Accumulated Other Comprehensive Income (Loss) by Component: The following table presents the changes in accumulated other comprehensive income (loss) attributable to the Company’s fixed interest rate swap cash flow hedges that are discussed in Note 8—Derivative Instruments Designated as Cash Flow Hedges and the Company's defined benefit plans. Unrealized Gains (Losses) on Fixed Interest Rate Swap Cash Flow Hedges (1) Defined Benefit Obligation Adjustment Total (in millions) Three months ended November 1, 2024 Balance at August 2, 2024 $ 6 $ 5 $ 11 Other comprehensive income before reclassifications 3 — 3 Amounts reclassified from accumulated other comprehensive income ( 4 ) — ( 4 ) Income tax impact — — — Net other comprehensive loss ( 1 ) — ( 1 ) Balance at November 1, 2024 $ 5 $ 5 $ 10 Three months ended November 3, 2023 Balance at August 4, 2023 $ 19 $ 4 $ 23 Other comprehensive income before reclassifications 4 — 4 Amounts reclassified from accumulated other comprehensive income ( 8 ) — ( 8 ) Income tax impact 1 — 1 Net other comprehensive loss ( 3 ) — ( 3 ) Balance at November 3, 2023 $ 16 $ 4 $ 20 Nine months ended November 1, 2024 Balance at February 2, 2024 $ 11 $ 5 $ 16 Other comprehensive income before reclassifications 5 — 5 Amounts reclassified from accumulated other comprehensive income ( 12 ) — ( 12 ) Income tax impact 1 — 1 Net other comprehensive loss ( 6 ) — ( 6 ) Balance at November 1, 2024 $ 5 $ 5 $ 10 Nine months ended November 3, 2023 Balance at February 3, 2023 $ 18 $ 4 $ 22 Other comprehensive income before reclassifications 17 — 17 Amounts reclassified from accumulated other comprehensive income ( 20 ) — ( 20 ) Income tax impact 1 — 1 Net other comprehensive loss ( 2 ) — ( 2 ) Balance at November 3, 2023 $ 16 $ 4 $ 20 (1) The amount reclassified from accumulated other comprehensive income (loss) is included in "Interest expense, net. " -18- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 10—Sales of Receivables: The Company has a Master Accounts Receivable Purchase Agreement ("MARPA Facility") with MUFG Bank, Ltd. (the "Purchaser") for the sale of up to a maximum amount of $ 300 million of certain designated eligible receivables with the U.S. government. During the three and nine months ended November 1, 2024, the Company incurred purchase discount fees of $ 4 million and $ 11 million, respectively. During the three and nine months ended November 3, 2023, the Company incurred purchase discount fees of $ 2 million and $ 7 million, respectively. The purchase discount fees are presented in "Other (income) expense, net" on the condensed consolidated statements of income and are reflected as cash flows from operating activities on the condensed consolidated statements of cash flows. MARPA Facility activity consisted of the following: Nine Months Ended November 1, 2024 November 3, 2023 (in millions) Beginning balance $ 205 $ 250 Sale of receivables 3,216 1,957 Cash collections ( 3,121 ) ( 1,957 ) Outstanding balance sold to Purchaser (1) 300 250 Cash collected, not remitted to Purchaser (2) ( 67 ) ( 33 ) Remaining sold receivables $ 233 $ 217 (1) For the nine months ended November 1, 2024, the Company recorded a net increase of $ 95 million to cash flows from operating activities from sold receivables. For the nine months ended November 3, 2023, there was no net impact to cash flows from operating activities from sold receivables. (2) Primarily represents the cash collected on behalf of but not yet remitted to the Purchaser as of November 1, 2024 and November 3, 2023. This balance is included in "Accounts payable" on the condensed consolidated balance sheets. Note 11—Business Segments Information: Effective February 3, 2024, the first day of fiscal 2025, the Company completed a business reorganization which replaced its previous two customer facing operating sectors with five customer facing business groups supported by the enterprise organizations, including the Innovation Factory. The five business groups represent the Company’s operating segments and have been aggregated into two reportable segments (Defense and Intelligence, and Civilian) given the similarity in economic and qualitative characteristics, and based on the nature of the customers they serve. The Company defines its operating segments based on the way the CODM, currently the Company's CEO, manages the operations for the purpose of allocating resources and assessing performance. The Defense and Intelligence segment provides a diverse portfolio of national security solutions to the defense and intelligence departments and agencies of the United States Government. The Civilian segment provides solutions to the civilian markets, encompassing federal, state, and local governments, in order to deliver services for citizen well-being and protecting lives. This includes integrating solutions into a spectrum of public service missions that impact travel, trade, health and the economy. The offerings of both reportable segments entail the integration of emerging technologies into mission critical operations that modernize and enable national imperatives, including IT modernization, digital engineering, AI, mission systems support, training and simulation, and ground vehicles support. These services include end-to-end solutions spanning the design, development, integration, deployment, management and operations, sustainment and security of the customers’ entire IT infrastructure. Costs associated with corporate functions that are not allocable to the reportable segments are presented as Corporate. -19- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The CODM reviews and evaluates segment operating performance using segment "Revenues" and "Adjusted operating income (loss)". Adjusted operating income is a performance measure that primarily excludes the impact of non-recurring transactions that we do not consider to be indicative of our ongoing operating performance. The segment information for the periods presented was as follows: Three Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Corporate Total Defense and Intelligence Civilian Corporate Total (in millions) Revenues $ 1,515 $ 461 $ — $ 1,976 $ 1,479 $ 416 $ — $ 1,895 Operating income (loss) 130 37 ( 7 ) 160 106 54 ( 17 ) 143 Depreciation of property, plant, and equipment 1 — 5 6 1 — 5 6 Amortization of intangible assets 17 12 — 29 16 12 — 28 Restructuring and impairment costs — — — — — — 2 2 Recovery of restructuring and impairment costs (1) — — — — — — ( 1 ) ( 1 ) Adjusted operating income (loss) $ 148 $ 49 $ ( 2 ) $ 195 $ 123 $ 66 $ ( 11 ) $ 178 (1) Adjustment reflects the portion of restructuring and impairment costs recovered through our indirect rates in accordance with U.S. government Cost Accounting Standards. The table below includes a reconciliation of total "Adjusted operating income" to "Income before income taxes" for the three months ended November 1, 2024. Three Months Ended November 1, 2024 November 3, 2023 (in millions) Adjusted operating income $ 195 $ 178 Depreciation of property, plant, and equipment ( 6 ) ( 6 ) Amortization of intangible assets ( 29 ) ( 28 ) Restructuring and impairment costs — ( 2 ) Recovery restructuring and impairment costs (1) — 1 Interest expense, net ( 32 ) ( 27 ) Other (income) expense, net ( 2 ) ( 2 ) Income before income taxes $ 126 $ 114 (1) Adjustment reflects the portion of restructuring and impairment costs recovered through our indirect rates in accordance with U.S. government Cost Accounting Standards. -20- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Nine Months Ended November 1, 2024 November 3, 2023 Defense and Intelligence Civilian Corporate Total Defense and Intelligence Civilian Corporate Total (dollars in millions) Revenues $ 4,366 $ 1,275 $ — $ 5,641 $ 4,465 $ 1,242 $ — $ 5,707 Operating income (loss) 344 105 ( 24 ) 425 336 139 187 662 Depreciation of property, plant, and equipment 1 — 16 17 1 — 18 19 Amortization of intangible assets 51 36 — 87 50 36 — 86 Acquisition and integration costs (1) — — ( 2 ) ( 2 ) — — 1 1 Restructuring and impairment costs — — 4 4 — — 8 8 Recovery of acquisition and integration costs and restructuring and impairment costs (2) — — ( 2 ) ( 2 ) — — ( 1 ) ( 1 ) (Gain) loss on divestitures, net of transaction costs — — — — — — ( 240 ) ( 240 ) Adjusted operating income (loss) $ 396 $ 141 $ ( 8 ) $ 529 $ 387 $ 175 $ ( 27 ) $ 535 (1) Adjustment consists of a reversal of immaterial costs related to the Koverse acquisition. (2) Adjustment reflects the portion of acquisition and integration costs and restructuring and impairment costs recovered through our indirect rates in accordance with U.S. government Cost Accounting Standards. The table below includes a reconciliation of total "Adjusted operating income" to "Income before income taxes" for the nine months ended November 1, 2024. Nine Months Ended November 1, 2024 November 3, 2023 (in millions) Adjusted operating income $ 529 $ 535 Depreciation of property, plant, and equipment ( 17 ) ( 19 ) Amortization of intangible assets ( 87 ) ( 86 ) Acquisition and integration costs (1) 2 ( 1 ) Restructuring and impairment costs ( 4 ) ( 8 ) Recovery of acquisition and integration costs and restructuring and impairment costs (2) 2 1 (Gain) loss on divestitures, net of transaction costs — 240 Interest expense, net ( 97 ) ( 88 ) Other (income) expense, net ( 7 ) ( 2 ) Income before income taxes $ 321 $ 572 (1) Adjustment consists of a reversal of immaterial costs related to the Koverse acquisition. (2) Adjustment reflects the portion of acquisition and integration costs and restructuring and impairment costs recovered through our indirect rates in accordance with U.S. government Cost Accounting Standards. Asset information by segment is not a key measure of performance used by the CODM. -21- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 12—Legal Proceedings and Other Commitments and Contingencies: Legal Proceedings The Company is involved in various claims and lawsuits arising in the normal conduct of its business, none of which the Company’s management believes, based on current information, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. In April 2022 and October 2023, the Company received Federal Grand Jury Subpoenas in connection with a criminal investigation being conducted by the U.S. Department of Justice, Antitrust Division ("DOJ"). As required by the subpoenas, the Company has provided the DOJ with a broad range of documents related to the investigation, and the Company’s collection and production process remains ongoing. The Company is fully cooperating with the investigation. At this time, it is not possible to determine whether the Company will incur, or to reasonably estimate the amount of, any fines, penalties or further liabilities in connection with the investigation pursuant to which the subpoenas were issued. AAV Termination for Convenience On August 27, 2018, the Company received a stop-work order from the United States Marine Corps on the Assault Amphibious Vehicle ("AAV") contract and on October 3, 2018 the program was terminated for convenience by the customer. In the third quarter of fiscal 2025, the Company entered into a $ 21.2 million termination settlement agreement with the customer to recover the contract costs associated with the termination, which resulted in an increase to "Revenues" of $ 13 million on the Company's condensed consolidated statements of income for the three and nine months ended November 1, 2024. The settlement agreement releases the customer from all obligation and claims from the Company. Government Investigations, Audits and Reviews The Company is routinely subject to investigations and reviews relating to compliance with various laws and regulations with respect, in particular, to its role as a contractor to federal, state and local government customers and in connection with performing services in countries outside of the United States. U.S. government agencies, including the Defense Contract Audit Agency ("DCAA"), the Defense Contract Management Agency and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its business systems. Adverse findings in these investigations, audits, or reviews can lead to criminal, civil or administrative proceedings, and the Company could face disallowance of previously billed costs, penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. Due to the Company’s reliance on government contracts, adverse findings could also have a material impact on the Company’s business, including its financial position, results of operations and cash flows. The indirect cost audits by the DCAA of the Company’s business remain open for certain prior years and the current year. Although the Company has recorded contract revenues based on an estimate of costs that the Company believes will be approved on final audit, the Company does not know the outcome of any ongoing or future audits. If future completed audit adjustments exceed the Company’s reserves for potential adjustments, the Company’s profitability could be materially adversely affected. As of November 1, 2024, the Company believes it has adequately reserved for estimated net amounts to be refunded to customers for potential adjustments for indirect cost audits and compliance with U.S. government Cost Accounting Standards. Letters of Credit and Surety Bonds The Company has outstanding obligations relating to letters of credit of $ 11 million as of November 1, 2024, principally related to guarantees on insurance policies. The Company also has outstanding obligations relating to surety bonds of $ 19 million, principally related to performance and payment bonds on the Company’s contracts. -22- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 13—Subsequent Events Quarterly Dividend Declared On December 4, 2024, the Company's Board of Directors declared a quarterly dividend of $ 0.37 per share of the Company's common stock payable on January 24, 2025 to stockholders of record on January 10, 2025. Plan Share Repurchase Authorization On December 4, 2024, the Company's Board of Directors authorized the repurchase of up to $ 1.2 billion of the company’s outstanding common stock. This authorization is effective as of December 16, 2024 and has no expiration date. The share repurchase program will be used as part of the Company’s capital allocation strategy, which includes returning capital to its shareholders. This share repurchase authorization replaces the Company’s existing share repurchase program. -23- Table of Contents SCIENCE APPLICATIONS INTERNATIONAL CORPORATION