Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of January 30, 2026, and our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, completely, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with GAAP; (iii) provide reasonable assurance that our receipts and expenditures are made only in accordance with the authorization of our management and directors; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of January 30, 2026 based on the framework established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has assessed in its evaluation the effectiveness of our internal control over financial reporting as of January 30, 2026 and has concluded that our internal control over financial reporting was effective.
Ernst & Young LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this report and our internal control over financial reporting, and the firm’s report on our internal control over financial reporting are set forth below this report.
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Although our management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, because of inherent limitations, our management does not expect that our internal controls over financial reporting will prevent or detect all errors and all fraud. Also, projections of any evaluation of effectiveness in such assessment to future periods are subject to the risk that controls may be inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Science Applications International Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Science Applications International Corporation's internal control over financial reporting as of January 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Science Applications International Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 30, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 30, 2026 and January 31, 2025, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended January 30, 2026, and the related notes and our report dated March 16, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
March 16, 2026
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Item 9B. Other Information
During the three months ended January 30, 2026, no director or officer of the Company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as such terms are defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
No information is required in response to this item.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Our executive officers as of March 16, 2026, are listed below, along with their ages on that date, positions and offices held and business experience during at least the past five years. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.
Name of officer Age Position(s) with the Company and prior business experience
James C. Reagan
67 Chief Executive Officer since February 2026. Mr. Reagan previously served as Interim Chief Executive Officer for the Company from October 2025 to February 2026 and served as Executive Vice President and Chief Financial Officer of Leidos Holdings, Inc. from July 2015 until July 2021. Prior to joining Leidos, Mr. Reagan served as Chief Financial Officer for several organizations including Vencore, Inc., a defense contractor serving the Intelligence Community and Department of Defense, and at PAE, Inc., a defense and government services engineering contractor. Mr. Reagan was also Chief Financial Officer of Aspect Communications and held several senior roles at MCI Telecommunications, Nextel and AMS. Mr. Reagan has served as an independent member of the Board from January 2023 to October 2025, and has continued to serve on the Board since October 2025 in an Employee Director capacity.
Prabu Natarajan 55 Executive Vice President and Chief Financial Officer since January 2021. Prior to joining SAIC, Mr. Natarajan was Vice President of Financial Planning and Merger and Acquisition for Northrop Grumman from January 2016 to December 2020. Mr. Natarajan joined Northrop Grumman in August 2011 and was also Vice President of Business Management and CFO for the Information Systems Sector from August 2014 to January 2016 and Vice President, Treasurer and Taxes from August 2011 to August 2014. Mr. Natarajan has held positions at The AES Corporation and PricewaterhouseCoopers LLP.
Hilary L. Hageman 57 Executive Vice President, General Counsel and Corporate Secretary since July 2022. Ms. Hageman previously served as Senior Vice President and Deputy General Counsel at SAIC until 2019 when she became the General Counsel and Corporate Secretary of Cubic Corporation. Immediately prior to her return to SAIC, Ms. Hageman served as Executive Vice President, General Counsel and Corporate Secretary for a public satellite company primarily supporting the defense and aerospace industries. Ms. Hageman has also held other senior legal roles at CACI and at the U.S. Department of War.
Kathleen T. McCarthy
61 Executive Vice President and Chief Human Resources Officer since May 2025. Prior to joining SAIC, Ms. McCarthy served as Chief Human Resources Officer for the Defense & Systems and GE Aviation businesses of GE Aerospace from February 2021 to May 2025. Prior to that, she was Chief Human Resources Officer of GE Digital from January 2019 to February 2021. Ms. McCarthy also held HR leadership roles across American Express and Thomson Reuters.
Srinivas Attili
48 Executive Vice President of the Civilian Business Group since May 2024. Mr. Attili joined SAIC from McKinsey & Company, where he served as a partner from March 2021 to May 2024 and led digital transformation initiatives for healthcare organizations. Prior to McKinsey, Mr. Attili was a principal at Deloitte from July 2017 to February 2021, was at IBM for over 14 years from October 2002 to June 2017, and served as a consultant at PwC from November 2000 to October 2002.
Vincent P. DiFronzo
67 Executive Vice President of the Air Force, Space and Intelligence Business Group since January 2026 and Executive Vice President of the Air Force and Combatant Commands Business Group from February 2024 until January 2026. Previously, Mr. DiFronzo served as Vice President and Senior Vice President of Operations, Air Force, Space Force, and Combatant Commands from March 2020 until October 2020 and as an SAIC Vice President from June 2015 until March 2020. Mr. DiFronzo served as Assistant Vice President at Alion Science and Technology Corporation from December 2013 to May 2015 and as Senior Program Manager at Scientific Research Corporation from November 2008 through December 2010.
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Barbara M. Supplee
56 Executive Vice President of the Army Navy Business Group since January 2026, Executive Vice President of the Navy Business Group from February 2024 until January 2026, and SAIC Senior Vice President from March 2023 until February 2024. Before joining SAIC, Ms. Supplee served as Vice President and General Manager for Navy and Marine Corps at GDIT from November 2022 until March 2023. She previously held several positions at CACI International, including Senior Vice President, August 2021 until November 2022; Vice President of Business Development, February 2021 until August 2021; and Vice President, April 2019 until February 2021. Before joining GDIT, she was Senior Capture Director and Executive Director at BAE Systems from June 2014 until February 2021.
For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the Board of Directors, and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions “Proposal 1—Election of Directors,” “Corporate Governance” and “Other Information” in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
We have adopted a Code of Conduct, which describes our standards for protecting SAIC and customer assets, fostering a safe and healthy work environment, dealing fairly with customers and others, conducting business properly, reporting misconduct and protecting employees from retaliation. This Code applies to all directors, executive officers and employees and forms the foundation of our corporate policies and procedures designed to promote ethical behavior in all aspects of our business. To obtain copies of the Code of Conduct, visit our website at investors.saic.com and click on the links titled “Governance” then "Governance Documents" and then “Code of Conduct.” We intend to post on our website any material changes to or waivers from our Code of Conduct. The information on our website is not incorporated by reference into and is not a part of this report.
We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19 to this report. We comply with the federal securities laws and the applicable exchange listing requirements, including those that govern trading by a company in its own securities.
Item 11. Executive Compensation
For information required by Item 11 with respect to executive compensation, see the information set forth under the captions “Compensation Discussion and Analysis,” “Executive Compensation” and “Corporate Governance” in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
For information required by Item 11 with respect to compensation committee interlocks, insider participation, and the compensation committee report, see the information set forth under the captions “Corporate Governance” and "Compensation Discussion and Analysis" in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption “Other Information” in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
We currently maintain three shareholder-approved equity compensation plans that issue stock-based awards including the 2023 Equity Incentive Plan ("2023 EIP"), the Management Stock Compensation Plan, and the Amended and Restated 2013 Employee Stock Purchase Plan ("ESPP"). For summaries of these plans, see Note 8—Stock-Based Compensation to the consolidated financial statements contained within this report.
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The following table provides the number of shares of our common stock to be issued, the weighted-average exercise price of the outstanding stock options and the number of shares remaining for future award grants as of January 30, 2026:
Equity Compensation Plan Information
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
Weighted-average exercise price of outstanding
options, warrants
and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)
(a) (b) (c)
Equity compensation plans approved by security holders 1,500,615 $ — 3,017,798
Equity compensation plans not approved by security holders — — —
Total 1,500,615 $ — 3,017,798
(1) This amount includes 41,675 stock options outstanding and 203,748 shares subject to other stock-based awards previously granted but not yet issued under the 2013 Equity Incentive Plan ("2013 EIP"), and 1,255,192 shares issuable for other stock-based awards under the 2023 EIP. This amount does not include shares to be issued pursuant to purchase rights under the ESPP. Performance share awards under the 2013 EIP and 2023 EIP assume the maximum payout at the end of the three-year performance period.
(2) Does not include shares to be issued for stock-based awards, other than stock options, which will not require any payment upon issuance of those shares.
(3) Includes 1,514,796 shares of our common stock available for issuance under the ESPP and 1,503,002 shares under the 2023 EIP. On June 7, 2023, the Company’s stockholders approved an amended and restated ESPP which limits the total number of shares reserved for issuance to 2.0 million and extends the ESPP expiration date from September 26, 2023 to the earlier of its termination by the Board or the issuance of all shares available for issuance. On June 7, 2023, the Company's stockholders approved the 2023 EIP. The 2023 EIP authorized 2.2 million new shares of the Company's common stock to be issued as various types of stock-based compensation and cash awards. After June 7, 2023, no new awards may be issued under the 2013 EIP and any awards that subsequently expire, are forfeited or canceled, are settled in cash, or are used to cover recipient tax obligations, will become available for issuance under the 2023 Plan. Awards previously issued and outstanding under the 2013 EIP will continue to remain outstanding and be subject to the terms of the 2013 EIP. We expect that the number of shares actually issued under the 2023 EIP will be significantly less than the number of total awards outstanding under the plan because (a) a net option exercise results in a smaller portion of the number of award shares being issued when a participant uses award shares, rather than cash, to pay the exercise price, which historically most participants have elected to do, (b) most participants historically have elected to let the Company retain award shares to pay for taxes due on the exercise of options and all participants are required to use award shares to pay for taxes upon the vesting of restricted stock or restricted stock units, (c) some participants may terminate employment with the Company before the vesting of awards resulting in awards being forfeited and (d) some participants may not exercise stock options before the expiration date for a variety of reasons, including if the exercise price exceeds the then current market price of shares.
Item 13. Certain Relationships and Related Transactions, and Director Independence
For information required by Item 13 with respect to certain relationships and related transactions and the independence of directors and nominees, see the information set forth under the caption “Corporate Governance” in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
Item 14. Principal Accountant Fees and Services
For information required by Item 14 with respect to principal accountant fees and services, see the information set forth under the caption “Audit Matters” in the 2026 Definitive Proxy Statement, which information is incorporated by reference into this report.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of the report:
1. Financial Statements
Our consolidated financial statements are attached hereto and listed on the Index to Consolidated Financial Statements set forth on page F-1 of this report.
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not applicable or the required information is shown in our consolidated financial statements or the notes thereto.
3. Exhibits
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Exhibit
Number
Description of Exhibit
2.1
Distribution Agreement dated September 25, 2013, between the Company (formerly SAIC Gemini, Inc.) and Leidos Holdings, Inc. (formerly SAIC, Inc.). Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on October 1, 2013.
2.2
Agreement and Plan of Merger, dated September 9, 2018, by and among Science Applications International Corporation, Inc., a Delaware corporation, Engility, a Delaware corporation, and Raptors Merger Sub, Inc., a Delaware corporation. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Agreement and Plan of Merger.) Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 10, 2018.
2.3
Asset Purchase Agreement, dated February 5, 2020, by and among Science Applications International Corporation, Inc., a Delaware corporation and Unisys Corporation, a Delaware corporation. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K as filed with the SEC on February 6, 2020.
3.1
Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on October 1, 2013.
3.2
Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 5, 2024.
4.1
Indenture, dated September 25, 2025, by and among Science Applications International Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on September 25, 2025.
4.2
Description of Securities. Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K as filed with the SEC on March 20, 2024.
4.3
Indenture, dated March 13, 2020, by and among Science Applications International Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2020.
10.1*
Offer Letter, dated February 18 , 202 6 .
10.2*
Offer Letter , date d October 23, 2025. Incorporated by reference to Exhibit 10. 3 to the Company's Current Report on Form 10 - Q filed with the SEC on December 5 , 2025.
10. 3 *
SAIC Executive Severance, Change in Control and Retirement Policy, effective September 5, 2023. Incorporated by reference to Exhibit 10. 2 to the Company's Current Report on Form 10 - Q filed with the SEC on December 5 , 2025.
10.4
Eighth Amendment to the Third Amended and Restated Credit Agreement, dated September 30, 2025, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 1, 2025.
10.5
Seventh Amendment to the Third Amended and Restated Credit Agreement, dated October 18, 2024, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 22, 2024.
10.6
Sixth Amendment to the Third Amended and Restated Credit Agreement, dated February 8, 2024, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 12, 2024.
10.7
Fifth Amendment to the Third Amended and Restated Credit Agreement, dated June 30, 2022, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 30, 2022.
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Exhibit
Number
Description of Exhibit
10.8
Fourth Amendment to the Third Amended and Restated Credit Agreement, dated July 2, 2021, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 7, 2021.
10.9
Third Amendment to the Third Amended and Restated Credit Agreement, dated March 1, 2021, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 5, 2021.
10.10
Second Amendment to the Third Amended and Restated Credit Agreement, dated March 13, 2020, by and among Science Applications International Corporation, Citibank, N.A., as administrative agent and collateral agent, and certain other agents and lenders party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2020.
10.11
First Amendment to the Third Amended and Restated Credit Agreement, dated February 19, 2020, by and among SAIC, Citibank, as administrative agent and collateral agent, and certain other agents and lenders party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2020.
10.12
Third Amended and Restated Credit Agreement, dated October 31, 2018, by and among SAIC, Citibank, as administrative agent and collateral agent, and certain other agents and lenders party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 5, 2018.
10.13
Second Amendment to the Second Amended and Restated Credit Agreement, dated February 7, 2018 by and among the Company, Citibank N.A. as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 9, 2018.
10.14
First Amendment to the Second Amended and Restated Credit Agreement, dated August 23, 2016 by and among the Company, Citibank N.A. as administrative agent and collateral agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on August 25, 2016.
10.15
Second Amended and Restated Credit Agreement, dated May 4, 2015 by and among the Company, Citibank N.A. as administrative agent and collateral agent, and Bank of America, N.A., as a syndication agent, and certain other lenders and parties thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 4, 2015.
10.16
Master Accounts Receivable Purchase Agreement, dated January 21, 2020, among Science Applications International Corporation, Engility Services, LLC, and MUFG Bank, Ltd. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 12, 2020.
10.17
Performance Undertaking, January 21, 2020, made by Science Applications International Corporation in favor of MUFG Bank, Ltd. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on February 12, 2020.
10.1 8
Amendment No.1 to Master Accounts Receivable Purchase Agreement, dated March 17, 2020, among Science Applications International Corporation, Engility Services, LLC, and MUFG Bank, Ltd. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 26, 2020.
10.1 9 *
Science Applications International Corporation Management Stock Compensation Plan, effective September 27, 2013. Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 as filed with the SEC on September 27, 2013.
10. 20 *
Science Applications International Corporation Key Executive Stock Deferral Plan, effective September 27, 2013. Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 as filed with the SEC on September 27, 2013.
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Exhibit
Number
Description of Exhibit
10.2 1 *
Science Applications International Corporation 401(k) Excess Deferral Plan, effective September 27, 2013. Incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 as filed with the SEC on September 27, 2013.
10.2 2 *
Science Applications International Corporation Retirement Plan, effective September 27, 2013. Incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 as filed with the SEC on September 27, 2013.
10.2 3 *
Science Applications International Corporation Amended and Restated 2013 Equity Incentive Plan, effective June 4, 2014. Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 24, 2014.
10.24*
Form of Nonstatutory Stock Option Agreement of the Science Applications International Corporation 2013 Equity Incentive Plan. Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K as filed with the SEC on April 9, 2014.
10.2 5 *
Form of Restricted Stock Unit Award Agreement of the Science Applications International Corporation 2013 Amended and Restated Equity Incentive Plan. Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2022.
10.2 6 *
Form of Performance Share Award Agreement of the Science Applications International Corporation 2013 Amended and Restated Equity Incentive Plan. Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2022.
10.2 7 *
Deferred Compensation Plan, effective January 1, 2015. Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2015.
10.28
Master Transitional Contracting Agreement between the Company (formerly SAIC Gemini, Inc.) and Leidos Holdings, Inc. (formerly SAIC, Inc.) dated September 25, 2013. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December 13, 2013.
10. 29 *
Transition Letter, dated May 15, 2023. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 18, 2023.
10.3 0 *
Science Applications International Corporation 2023 Equity Incentive Plan, effective June 7, 2023. Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-272484) as filed with the Securities and Exchange Commission (SEC) on June 7, 2023.
10.3 1 *
First Amendment to the Science Applications International Corporation 2023 Equity Incentive Plan, effective March 5, 2024, incorporated by reference as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q as filed with the SEC on June 3, 2024.
10.3 2 *
Form of Restricted Stock Unit Award Agreement of the Science Applications International Corporation 2023 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 13, 2023.
10.3 3 *
Form of Performance Stock Unit Award Agreement of the Science Applications International Corporation 2023 Equity Incentive Plan. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on June 13, 2023.
10.3 4 *
Science Applications International Corporation Amended and Restated 2013 Employee Stock Purchase Plan, effective June 7, 2023. Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on June 13, 2023.
10.3 5 *
First Amendment to the Science Applications International Corporation Amended and Restated 2013 Employee Stock Purchase Plan, effective March 5, 2024, incorporated by reference as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q as filed with the SEC on June 3, 2024.
19
Insider Trading Policies and Procedures. Incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K as filed with the SEC on March 17, 2025.
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Exhibit
Number
Description of Exhibit
21
Subsidiaries of Registrant.
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Policy Relating to Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K as filed with the SEC on March 20, 2024.
101 Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.
* Management contract or compensatory plan or agreement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Science Applications International Corporation
By /s/ Prabu Natarajan
Prabu Natarajan
Chief Financial Officer
Dated: March 16, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ James C. Reagan Principal Executive Officer and Director March 16, 2026
James C. Reagan
/s/ Prabu Natarajan Principal Financial Officer and
Principal Accounting Officer
March 16, 2026
Prabu Natarajan
/s/ Donna S. Morea Chair of the Board March 16, 2026
Donna S. Morea
/s/ Garth N. Graham Director March 16, 2026
Garth N. Graham
/s/ Carolyn B. Handlon Director March 16, 2026
Carolyn B. Handlon
/s/ Yvette M. Kanouff Director March 16, 2026
Yvette M. Kanouff
/s/ Timothy J. Mayopoulos Director March 16, 2026
Timothy J. Mayopoulos
/s/ Katharina G. McFarland Director March 16, 2026
Katharina G. McFarland
/s/ Milford W. McGuirt Director March 16, 2026
Milford W. McGuirt
/s/ Steven R. Shane Director March 16, 2026
Steven R. Shane
/s/ John K. Tien Jr.
Director March 16, 2026
John K. Tien Jr.
/s/ David J. Urban
Director March 16, 2026
David J. Urban
51
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS Page
Report of Independent Registered Public Accounting Firm ( PCAOB ID: 42 )
F- 2
Consolidated Statements of Income
F- 4
Consolidated Statements of Comprehensive Income
F- 5
Consolidated Balance Sheets
F- 6
Consolidated Statements of Equity
F- 7
Consolidated Statements of Cash Flows
F- 8
Notes to the Consolidated Financial Statements
F- 9
Note 1—Business Overview and Summary of Significant Accounting Policies
F- 9
Note 2—Earnings Per Share, Share Repurchases and Dividends
F- 18
Note 3—Revenues
F- 19
Note 4— Acquisitions and Divestitures
F- 22
Note 5—Restructuring, Impairment and Other Exit Costs
F- 24
Note 6—Goodwill and Intangible Assets
F- 24
Note 7—Property, Plant, and Equipment
F- 26
Note 8—Stock-Based Compensation
F- 26
Note 9—Retirement Plans
F- 29
Note 10—Income Taxes
F- 31
Note 11—Debt Obligations
F- 34
Note 12—Derivative Instruments Designated as Cash Flow Hedges
F- 36
Note 13—Changes in Accumulated Other Comprehensive Income (Loss) by Component
F- 37
Note 14—Sale of Receivables
F- 37
Note 15—Operating Leases
F- 38
Note 16—Business Segment Information
F- 39
Note 17—Legal Proceedings and Commitments and Contingencies
F- 41
Financial statement schedules are omitted because they are not applicable or the required information is shown in our consolidated financial statements or the notes thereto.
F-1
Table of Contents
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Science Applications International Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Science Applications International Corporation (the Company) as of January 30, 2026 and January 31, 2025, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended January 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 30, 2026 and January 31, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
Cost estimation for revenue recognition on certain contracts using a cost input measure of progress
Description of the Matter
The Company recognizes a significant portion of its revenues using a cost input measure of progress (cost-to-cost). Under the cost-to-cost measure of progress, revenue is recognized based on the ratio of costs incurred to the total estimated costs at completion. As described in Note 1 to the consolidated financial statements, recognizing revenue on long-term contracts involves significant estimates and judgments. Estimating costs at completion for certain contracts is complex due to the nature of the services being performed and the length of the contracts. Changes in estimates (as quantified in Note 3 to the consolidated financial statements) can routinely occur due to a variety of reasons including changes in scope, changes in cost estimates due to unanticipated cost growth or reassessments of risks impacting costs. Changes in estimates on these contracts, if significant, could have a material effect on the Company’s results of operations.
Auditing the Company’s accounting for revenue for certain contracts using the cost input measure of progress was complex due to the judgment involved in estimating the total estimated costs at completion for these contracts. Management estimates total costs at completion by making assumptions regarding the complexity of the work to be performed, the schedule and associated tasks, labor productivity and availability, increases in wages and prices of materials, execution by subcontractors, overhead cost rates, and other variables.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s recognition of revenue using the cost input measure of progress. For example, we tested controls over the significant assumptions applied in determining the estimation of costs to be incurred on the contract and controls evaluating the appropriateness of changes in estimated costs to complete throughout the contract’s period of performance. We also tested internal controls that management executes to validate the data used in determining this revenue was complete and accurate.
To test the accuracy of the Company’s estimated costs at completion, our audit procedures included, among others, comparing estimates of labor costs, subcontractor costs, and materials to actual costs incurred to date, comparing estimated margins to margins on similar contracts, and agreeing the key terms to contract documentation. Our audit procedures also included, among others, evaluating the nature, timing and extent of the amounts of revenue and costs recorded to date, including any changes in estimated costs at completion from the prior period. For example, to test a change in estimate, we inspected underlying evidence for the reason for the change in estimate and the timing of such change and we recalculated the inception-to-date effect recorded. We also evaluated whether a lack of change in estimate was appropriate, where applicable, on contracts.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2018.
Tysons, Virginia
March 16, 2026
F-3
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions, except per share amounts)
Revenues $ 7,262 $ 7,479 $ 7,444
Cost of revenues 6,390 6,587 6,572
Selling, general and administrative expenses 350 339 373
(Gain) loss on divestitures, net of transaction costs
— — ( 240 )
Other operating (income) expense
1 ( 10 ) ( 2 )
Operating income 521 563 741
Interest expense, net
128 126 120
Other (income) expense, net
6 9 1
Income before income taxes 387 428 620
Provision for income taxes ( 29 ) ( 66 ) ( 143 )
Net income $ 358 $ 362 $ 477
Earnings per share:
Basic $ 7.73 $ 7.23 $ 8.98
Diluted $ 7.70 $ 7.17 $ 8.88
See accompanying notes to consolidated financial statements.
F-4
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
January 30, 2026 January 31, 2025 February 2, 2024
(in millions)
Net income $ 358 $ 362 $ 477
Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain on derivative instruments ( 4 ) ( 7 ) ( 7 )
Defined benefit obligation adjustment — 3 1
Total other comprehensive (loss) income, net of tax ( 4 ) ( 4 ) ( 6 )
Comprehensive income $ 354 $ 358 $ 471
See accompanying notes to consolidated financial statements.
F-5
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
January 30,
2026 January 31,
2025
(in millions)
ASSETS
Current assets:
Cash and cash equivalents $ 182 $ 56
Receivables, net 853 1,000
Prepaid expenses 122 78
Other current assets 22 20
Total current assets 1,179 1,154
Goodwill 2,944 2,851
Intangible assets, net 761 779
Property, plant, and equipment, net 110 104
Operating lease right of use assets 193 164
Other assets 167 194
Total assets $ 5,354 $ 5,246
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 500 $ 631
Accrued payroll and other employee benefits 201 219
Accrued vacation 115 120
Other accrued liabilities 147 113
Debt, current portion 19 313
Total current liabilities 982 1,396
Debt, net of current portion 2,468 1,907
Operating lease liabilities 198 173
Deferred income taxes 104 24
Other long-term liabilities 102 169
Commitments and contingencies (Note 17)
Equity:
Common stock, $ 0.0001 par value, 1 billion shares authorized, 44 million shares and 48 million shares issued and outstanding as of January 30, 2026 and January 31, 2025, respectively
— —
Additional paid-in capital — —
Retained earnings 1,492 1,565
Accumulated other comprehensive income 8 12
Total stockholders' equity 1,500 1,577
Total liabilities and stockholders' equity $ 5,354 $ 5,246
See accompanying notes to consolidated financial statements.
F-6
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
Shares of
common stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss) Non-controlling interest
Total
(in millions)
Balance at February 3, 2023 54 $ 637 $ 1,035 $ 22 $ 10 $ 1,704
Net income — — 477 — — 477
Issuances of stock 1 18 — — — 18
Other comprehensive loss, net of tax
— — — ( 6 ) — ( 6 )
Dividends of $ 1.48 per share
— — ( 80 ) — — ( 80 )
Stock-based compensation, net of shares withheld for taxes (1)
— 45 — — — 45
Repurchases of stock ( 3 ) ( 363 ) — — — ( 363 )
Deconsolidation of non-controlling interest
— — — — ( 10 ) ( 10 )
Balance at February 2, 2024 52 337 1,432 16 — 1,785
Net income — — 362 — — 362
Issuances of stock — 20 — — — 20
Other comprehensive loss, net of tax
— — — ( 4 ) — ( 4 )
Dividends of $ 1.48 per share
— — ( 75 ) — — ( 75 )
Stock-based compensation, net of shares withheld for taxes (1)
— 22 — — — 22
Repurchases of stock ( 4 ) ( 379 ) ( 154 ) — — ( 533 )
Balance at January 31, 2025 48 — 1,565 12 — 1,577
Net income — — 358 — — 358
Issuances of stock — 22 — — — 22
Other comprehensive loss, net of tax — — — ( 4 ) — ( 4 )
Dividends of $ 1.48 per share
— — ( 70 ) — — ( 70 )
Stock-based compensation, net of shares withheld for taxes (1)
— 42 — — — 42
Repurchases of stock ( 4 ) ( 64 ) ( 361 ) — — ( 425 )
Balance at January 30, 2026 44 $ — $ 1,492 $ 8 $ — $ 1,500
(1) In fiscal 2026, fiscal 2025 and fiscal 2024, the shares withheld for taxes related to stock-based compensation arrangements amounted to $ 22 million, $ 31 million, and $ 23 million, respectively.
See accompanying notes to consolidated financial statements.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Cash flows from operating activities:
Net income $ 358 $ 362 $ 477
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 149 140 142
Deferred income taxes 81 ( 3 ) ( 17 )
Stock-based compensation expense 64 53 68
Gain on divestitures — — ( 247 )
Other
1 ( 7 ) ( 6 )
Increase (decrease) resulting from changes in operating assets and liabilities, net of the effect of the acquisitions and divestitures:
Receivables 161 ( 86 ) ( 46 )
Prepaid expenses and other current assets
( 44 ) 24 ( 43 )
Accounts payable and other accrued liabilities
( 101 ) 48 13
Accrued payroll and employee benefits ( 28 ) ( 31 ) 49
Operating lease assets and liabilities, net ( 2 ) ( 6 ) ( 4 )
Other assets and other long-term liabilities, net ( 30 ) — 10
Net cash provided by operating activities 609 494 396
Cash flows from investing activities:
Cash paid for acquisition, net of cash acquired
( 203 ) — —
Expenditures for property, plant, and equipment ( 32 ) ( 36 ) ( 27 )
Contributions to investments ( 11 ) ( 7 ) ( 10 )
Purchases of marketable securities ( 9 ) ( 14 ) ( 8 )
Sales of marketable securities 7 12 6
Proceeds from sale of equity method investments
— 10 —
Proceeds from divestitures — — 356
Cash divested upon deconsolidation of joint venture — — ( 8 )
Other — — 5
Net cash (used in) provided by investing activities
( 248 ) ( 35 ) 314
Cash flows from financing activities:
Proceeds from borrowings 2,745 1,499 160
Principal payments on borrowings ( 2,474 ) ( 1,381 ) ( 441 )
Stock repurchased and retired or withheld for taxes on equity awards ( 445 ) ( 558 ) ( 382 )
Dividend payments to stockholders ( 70 ) ( 75 ) ( 79 )
Issuances of stock 22 20 17
Debt issuance costs ( 9 ) — —
Other
( 4 ) ( 3 ) —
Net cash used in financing activities ( 235 ) ( 498 ) ( 725 )
Net increase (decrease) in cash, cash equivalents and restricted cash 126 ( 39 ) ( 15 )
Cash, cash equivalents and restricted cash at beginning of period 64 103 118
Cash, cash equivalents and restricted cash at end of period $ 190 $ 64 $ 103
See accompanying notes to consolidated financial statements.
Supplementary cash flow disclosure:
Cash paid for interest $ 101 $ 121 $ 125
Non-cash investing activities:
Increase (decrease) in accrued property, plant, and equipment
$ 2 $ 2 $ ( 1 )
Non-cash financing activities:
Increase (decrease) in accrued plan share repurchases $ ( 1 ) $ 1 $ 1
Increase in accrued excise taxes on plan share repurchases $ 3 $ 5 $ 3
See accompanying notes to consolidated financial statements.
F-8
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Business Overview and Summary of Significant Accounting Policies:
Overview
Description of Business. Science Applications International Corporation (collectively, with its consolidated subsidiaries, the “Company”) is a leading provider of technical, engineering and mission 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 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 Department of War ("DoW", formerly referred to as the Department of Defense) and the Intelligence Community 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, border security, 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, engineering, 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 16—Business Segments Information for additional information.
Effective January 31, 2026, the first day of fiscal 2027, the Company completed a business reorganization that consolidated its five business groups into three . The reorganization is designed to simplify the Company's structure and optimize operations and customer focus for growth. The consolidated business groups will continue to report directly to the Company’s Chief Executive Officer (“CEO”) who will continue to be the chief operating decision maker (“CODM”). The Company does not expect the reorganization to have an impact on its reportable segments.
Principles of Consolidation and Basis of Presentation
References to “financial statements” refer to the 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.
F-9
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. "Contributions to investments" was previously presented in "Other" within "Cash flows from investing activities" on the consolidated statements of cash flows.
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 2026 began on February 1, 2025 and ended on January 30, 2026, fiscal 2025 began on February 3, 2024 and ended on January 31, 2025, and 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 represented by the average time intervening between the inception and the completion of contracts.
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.
Revenue Recognition
The Company provides technical, engineering and mission and enterprise IT services under long-term service arrangements primarily with the U.S. government, including subcontracts with other contractors engaged in work for the U.S. government. The Company also serves a number of state and local governments, foreign governments and U.S. commercial customers.
The Company provides services under various contract types, including fixed price contracts such as firm-fixed price ("FFP"), time-and-materials ("T&M") contracts including fixed-price-level-of-effort contracts, and cost reimbursement contracts such as cost-plus-fixed-fee, cost-plus-award-fee and cost-plus-incentive-fee contracts. The Company's service arrangements typically involve an annual base period of performance followed by renewal option periods that upon exercise are generally accounted for as separate contracts.
To determine the proper revenue recognition, the Company first evaluates whether there is a duly approved and enforceable contract with a customer, in which rights of parties and payment terms are identified and collectability is probable. The Company also evaluates whether two or more contracts should be combined and accounted for as a single contract and whether modifications to existing contracts should be accounted for as part of the original contract or as a separate contract. Contract modifications that create new enforceable rights and obligations are accounted for prospectively. Contract modifications that do not add distinct goods or services are accounted for through cumulative catch-up adjustments. Contract modifications that add distinct goods or services and increase the contract value by an amount that reflects the standalone selling price are accounted for as separate contracts.
The Company recognizes revenue when, or as, performance obligations under a contract are satisfied. A performance obligation is the unit of account for revenue recognition and refers to a promise in a contract to transfer a distinct service or good to the customer. The majority of the Company’s contracts contain a single performance obligation involving a significant integration of various activities that are performed together to deliver a combined service or solution. Performance obligations may be satisfied over time or at a point in time, but the majority of the Company’s performance obligations are satisfied over time. The Company selects the appropriate measure of progress for revenue recognition based on the nature of the performance obligation, contract type and other pertinent contract terms.
F-10
Table of Contents
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Performance obligations satisfied over time may involve a series of recurring services, such as network operations and maintenance, operation and program support services, IT outsourcing services, and other IT arrangements where the Company is standing ready to provide support, when-and-if needed. Such performance obligations are satisfied over time because the customer simultaneously receives and consumes the benefits of the Company's performance as services are provided. Alternatively, performance obligations satisfied over time may involve the completion of a contract deliverable. Examples include systems integration, network engineering, network design, and engineering and build services. Deliverable-based performance obligations are satisfied over time when the Company’s performance creates or enhances an asset that is controlled by the customer, or when the Company’s performance creates an asset that is customized to the customer’s specifications and the Company has a right to payment, including a reasonable profit margin, for work performed to date.
For series-services performance obligations, the Company measures progress using either a cost input measure (cost-to-cost), a time-elapsed output measure, or the as-invoiced practical expedient. A cost input measure or the as-invoiced practical expedient typically is applied to the Company’s cost-reimbursable contracts. Revenue is recognized based on the ratio of costs incurred to total estimated costs at completion. Award or incentive fees are allocated to the distinct periods to which they relate. For fixed-price contracts, a time-elapsed output measure is applied to fixed consideration, such that revenue is recognized ratably over the period of performance. Where fixed-price contracts also provide for reimbursement of certain costs, such as travel or other direct costs, consideration may be attributed only to a distinct subset of time within the performance period. The Company’s time-and-material, fixed price-level of effort, and certain cost-plus-fixed-fee contracts generally qualify for the as-invoiced practical expedient. Revenue on these contracts is recognized in the amount to which the Company has a contractual right to invoice.
For deliverable-based performance obligations satisfied over time, the Company recognizes revenue using a cost input measure of progress (cost-to-cost), regardless of contract type. Revenue is recognized based on the ratio of costs incurred to total estimated costs at completion.
The Company may incur costs associated with significant materials or hardware procurements that are not proportionate to the Company’s progress in satisfying its performance obligations. For these contracts, costs are excluded from the measure of progress, and revenue is recognized equal to the costs incurred.
For performance obligations in which the Company does not transfer control over time, the Company recognizes revenue at the point-in-time when the customer obtains control of the related asset, usually at the time of shipment or upon delivery. The Company accrues for shipping and handling costs occurring after the point-in-time control transfers to the customer.
Recognizing revenue on long-term contracts involves significant estimates and judgments. The transaction price is the estimated amount of consideration the Company expects to receive for performance under the Company's contracts. Contract terms may include variable consideration, such as reimbursable costs, award and incentive fees, usage-based fees, service-level penalties, performance bonuses, or other provisions that can either increase or decrease the transaction price. Variable amounts are generally determined upon the Company's achievement of certain performance metrics, program milestones or cost targets and may be based upon customer discretion. When making estimates, the Company considers the customer, contract terms, the complexity of the work and related risks, the extent of customer discretion, historical experience and the potential of a significant reversal of revenue. The Company includes variable consideration in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
For contracts with multiple performance obligations, the Company allocates transaction price to each performance obligation based on the relative standalone selling price of each distinct performance obligation within the contract. Since the Company typically provides customized services and solutions that are specific to a single customer’s requirements, standalone selling price is most often estimated based on expected costs plus a reasonable profit margin.
F-11
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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. Estimating costs at completion is complex due to the nature of the services being performed and the length of certain contracts. Contract costs generally include direct costs, such as labor, subcontract costs and materials, and indirect costs identifiable with or allocable to a specific contract. Management must make assumptions regarding the complexity of the work to be performed, the schedule and associated tasks, labor productivity and availability, increases in wages and prices of materials, execution by the Company's subcontractors, overhead cost rates, and other variables. For contracts using a cost input measure, when total expected contract costs exceed total estimated contract revenues, 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. Contract costs incurred for U.S. government contracts, including indirect costs, are subject to audit and adjustment by the Defense Contract Audit Agency ("DCAA").
Contract Balances
The timing of revenue recognition may differ from the timing of billing and cash receipts from customers. Amounts are invoiced as work progresses, typically biweekly or monthly in arrears, or upon achievement of contractual milestones. The Company records a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include unbillable receivables and contract retentions, but exclude billed and billable receivables. Billed and billable receivables are rights to consideration, which are unconditional other than to the passage of time. Contract liabilities include customer advances, billings in excess of revenues and deferred revenue. Contract assets and liabilities are recorded net on a contract-by-contract basis and are generally classified as current based on the Company's contract operating cycle. Deferred revenue attributable to long-term contract material renewal options may be classified as non-current when the option renewal period will not occur within one year of the balance sheet date.
Deferred Costs
Certain eligible costs, such as costs to obtain and costs to fulfill the Company's service contracts, are capitalized when the costs relate directly to the contract, are expected to be recovered, and generate or enhance resources to be used in satisfying the performance obligation. These costs primarily consist of commissions, transition and set-up costs. Capitalized costs to obtain and fulfill a contract are amortized on a straight-line basis over the expected period of benefit, which generally includes the contract base period and anticipated renewals.
The Company performs periodic reviews to assess the recoverability of deferred contract transition and setup costs. The carrying amount of the asset is compared to the remaining amount of consideration the Company expects to receive for the services to which the asset relates, less the costs that relate directly to providing those services that have not yet been recognized. If the carrying amount is not recoverable, an impairment loss is recognized.
Pre-contract costs are deferred when eligible costs are incurred prior to the start of a contract and it is probable the costs will be recovered upon contract issuance. Pre-contract costs are expensed when the contract is executed.
Prepaid contract costs may be incurred for certain customer contracts to secure the use of assets or the receipt of services at a future date or over a period of time. For contracts using the as-invoiced practical expedient or a time-elapsed revenue recognition measure, prepaid contract costs are amortized on a straight-line basis over the expected period of benefit.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Costs Allocated to Contracts
The Company classifies indirect costs as overhead (included in cost of revenues) or general and administrative expenses in the same manner as such costs are defined in the Company’s Disclosure Statements under U.S. government Cost Accounting Standards ("CAS").
Stock-based Compensation
The Company issues stock-based awards as compensation to employees and directors. Stock-based awards include vesting stock awards, performance share awards, and stock options. These awards are accounted for as equity awards. The Company recognizes stock-based compensation expense, net of estimated forfeitures, on a straight-line basis over the underlying award’s requisite service period, as measured using the award’s grant date fair value. For performance share awards, the Company reassesses the probability of achieving the performance conditions at each reporting period end and adjusts compensation expense based on the number of shares the Company expects to ultimately vest. Under the Company's stock-based compensation arrangements, upon vesting, shares are often withheld from the award for the purposes of satisfying statutory withholding tax obligations.
Income Taxes
The Company accounts for income taxes under the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. The provision for federal, state, local and foreign income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes.
Recording the provision for income taxes requires management to make significant judgments and estimates for matters for which the ultimate resolution may not become known until the final resolution of an examination by taxing authorities or the statute of limitations lapses. Additionally, recording liabilities for uncertainty in income taxes involves significant judgment in evaluating the Company’s tax positions and developing the best estimate of the taxes ultimately expected to be paid. Tax penalties and interest are included in income tax expense.
The Company has also recognized liabilities for uncertainty in income taxes when it is more likely than not that a tax position will not be sustained on examination and settlement with various taxing authorities. The Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. To the extent the Company prevails in matters for which accruals have been established or is required to pay amounts in excess of reserves, the Company's effective tax rate in a given financial period may be materially impacted.
Deferred tax assets and liabilities are netted by taxable jurisdiction and classified as noncurrent on the consolidated balance sheets.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents are comprised of cash in banks and highly liquid instruments, which primarily consist of bank deposits and investments in institutional money market funds. The Company includes outstanding payments within "Cash and cash equivalents" and "Accounts payable" on the consolidated balance sheets and as of January 30, 2026 and January 31, 2025 these amounts were $ 25 million and $ 33 million, respectively. The Company does not invest in high yield or high risk securities. The cash in bank accounts at times may exceed federally insured limits.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Restricted cash includes cash amounts held that are contractually restricted from use in operations, but are subject to future claims of creditors. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated balance sheets for the periods presented:
January 30, 2026 January 31, 2025
(in millions)
Cash and cash equivalents $ 182 $ 56
Restricted cash included in other current assets 3 3
Restricted cash included in other assets 5 5
Cash, cash equivalents and restricted cash $ 190 $ 64
Receivables
Receivables include billed and billable receivables, and unbilled receivables. The Company’s receivables are primarily due from the U.S. government, or from prime contractors to which we are subcontractors and the end customer is the U.S. government, and are generally considered collectable from the perspective of the customer’s ability to pay. The Company does not have a material credit risk exposure.
Unbilled receivables, substantially all of which are expected to be billed and collected within one year , are stated at their estimated realizable value and consist of costs and fees billable on contract completion or the occurrence of a specified event, other than the passage of time. Legal title to the related accumulated costs of contracts in progress generally vests with the U.S. government on the Company’s receipt of progress payments. Progress payments received of $ 86 million and $ 82 million offset unbilled receivables as of January 30, 2026 and January 31, 2025, respectively. Contract retentions are billed when contract conditions have been met and may relate to uncompleted indirect cost negotiations with the U.S. government. Based on historical experience, the majority of retention balances are expected to be collected beyond one year. Retention is presented in "Other assets" on the consolidated balance sheets, see Note 3—Revenues. Write-offs of retention balances have not been significant.
Receivable balances are written-off in the period during which management determines they are uncollectable, and, at that time, such balances are removed from billed receivables and, if previously reserved, from the allowance.
Business Combinations
The Company records substantially all assets acquired and liabilities assumed in a business combination at fair value as of the acquisition date, which is determined using a cost, market or income approach. The excess amount of the aggregated purchase consideration paid over the fair value of the net of assets acquired and liabilities assumed is recorded as goodwill. Acquisition date fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as measured on the acquisition date.
The valuations are based on information that existed as of the acquisition date. During the measurement period that shall not exceed one year from the acquisition date, the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
Acquisition and Integration Costs
Acquisition-related costs that are not part of the purchase price consideration are generally expensed as incurred, except for certain costs that are deferred in connection with the issuance of debt. These costs typically include transaction-related costs, such as finder’s fees, legal, accounting and other professional costs. Integration-related costs represent costs directly related to combining the Company and its acquired businesses. Integration-related costs typically include strategic consulting services, facility consolidation, employee related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs. Acquisition and integration costs are presented within "Other operating (income) expense" on the consolidated statements of income.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
One-time involuntary employee termination benefits are recognized as a liability and measured at fair value when the plan of termination has been communicated to employees and certain other criteria are met. Ongoing employee termination benefit arrangements are recognized as a liability and measured at fair value when it is probable that amounts will be paid and such amounts are reasonably estimable. Other employee related termination costs include the impact of accelerated stock compensation expense for terminated employees that have a reduction in the requisite service period for their stock-based awards.
Costs to consolidate or close facilities primarily include lease obligation charges for exited facilities, including the impact of accelerated lease expense for right of use ("ROU") assets and accelerated depreciation expense for leasehold improvements with reductions in their estimated useful lives due to exited facilities.
Leases
The Company occupies most of its facilities under operating leases. Certain equipment is also leased under short-term or cancelable operating leases.
The Company recognizes ROU assets and a lease liabilities upon the commencement of its operating leases. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.
The Company recognizes lease costs on a straight-line basis over the remaining lease term, except for variable lease payments that are expensed in the period in which the obligation for those payments is incurred.
For its facility leases, the Company combines and accounts for lease and non-lease components together as a single component. The Company does not recognize lease liabilities and ROU assets for leases with original terms of 12 months or less. ROU assets are evaluated for impairment as a long-lived asset.
Goodwill and Intangible Assets
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill and indefinite-lived intangible assets are not amortized, but rather are tested for potential impairment annually at the beginning of the Company's fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairments during the periods presented.
The goodwill impairment test is performed at the reporting unit level. In the Company’s qualitative assessment, an evaluation is performed to determine whether it is more likely than not that an impairment exists based on qualitative factors. Qualitative factors include macroeconomic, industry and market conditions, cost factors, overall financial performance, relevant entity-specific events, factors affecting the reporting unit, and share price.
The Company may additionally perform a quantitative assessment in which the fair value of the Company’s reporting units are determined using either a market approach, income approach, or a combination of both, which involves the use of estimates and assumptions, including projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data of comparable public companies. The Company estimates and compares the fair value of each reporting unit to its respective carrying value including goodwill. If the fair value is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit’s fair value and the reporting unit’s carrying value.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the asset group level.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost net of accumulated depreciation and amortization. Purchases of property, plant, and equipment, as well as costs associated with major renewals and betterments, are capitalized. Maintenance, repairs and minor renewals and betterments are expensed as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed and any resulting gain or loss is recognized. See Note 7—Property, Plant, and Equipment for depreciation and amortization methods and estimated useful lives by major asset class.
Impairment of Long-lived Assets
The Company evaluates its long-lived assets (including right of use lease assets) for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount of the asset exceeds its estimated future undiscounted cash flows (including sublease income) at the asset group level. When the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of its estimated future cash flows.
In circumstances in which the Company has the ability and intent to sublease an exited facility, the Company performs an impairment test of the asset group (mainly consisting of right of use lease assets and leasehold improvements) on the earlier of the cease use date or sublease inception date by comparing the carrying amount of the asset group to the undiscounted cash flows associated with the asset group (mainly sublease income). When the carrying amount of the asset group exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset group’s carrying amount to its estimated fair value based on the present value of estimated future cash flows. In circumstances in which the Company does not have the ability or intent to sublease an exited facility, the Company adjusts the estimated useful life of the facility related assets to end on the cease use date and recognizes accelerated depreciation and amortization.
Commitments and Contingencies
Accruals for commitments and loss contingencies are recorded when it is both probable that they will occur and the amounts can be reasonably estimated. In addition, legal fees are accrued for cases where a loss is probable and the related fees can be reasonably estimated. Significant judgment is required to determine both the probability and the estimated amount of loss. The Company reviews these accruals quarterly and adjusts the accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information.
Pension and Defined Benefit Plans
The Company measures plan assets and benefit obligations as of the month-end that is closest to its fiscal year-end. Accounting and reporting for the Company's pension and defined benefit plans requires the use of assumptions, including but not limited to, a discount rate and an expected return on assets. These assumptions are reviewed at least annually based on reviews of current plan information and consultation with the Company's independent actuary and the plans’ investment advisor. If these assumptions differ materially from actual results, the Company's obligations under the pension and defined benefit plans could also differ materially, potentially requiring the Company to record an additional liability. The Company's pension and defined benefit plan liabilities are developed from actuarial valuations performed each year.
Fair Value Measurements
The Company utilizes fair value measurement guidance prescribed by GAAP to value its financial instruments. The accounting standard for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than the quoted prices in active markets that are observable either directly or indirectly (Level 2); and
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3).
The carrying amounts of cash and cash equivalents, receivables, accounts payable and other amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value due to the short-term nature of these amounts. The carrying value of the Company’s outstanding debt obligations approximates its fair value, which is calculated using Level 2 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.
Non-financial assets acquired and liabilities assumed in a business combination are measured at fair value using income, market and cost valuation methodologies.
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). The Company's investments are primarily held in a custodial account, which includes investments to fund its deferred compensation plan liabilities.
Derivative Instruments Designated as Cash Flow Hedges
Derivative instruments are recorded on the 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 consolidated statement of cash flows.
The Company’s fixed interest rate swaps which expired in fiscal 2026 were considered over-the-counter derivatives, and their fair value was 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 12—Derivative Instruments Designated as Cash Flow Hedges for further discussion on the Company’s derivative instruments designated as cash flow hedges.
Research and Development
The Company conducts research and development activities under customer-funded contracts and with company-funded independent research and development ("IR&D") funds. IR&D efforts consist of projects involving basic research, applied research, development, and systems and other concept formulation studies. Company-funded IR&D expense is included in "Selling, general and administrative expenses" and was $ 13 million, $ 12 million and $ 4 million in fiscal 2026, 2025 and 2024, respectively. Customer-funded research and development activities performed under customer contracts are charged directly to cost of revenues for those particular contracts.
Investments in Equity Securities
The Company invests in certain companies that advance or develop new technologies applicable to its business. The Company also occasionally forms joint ventures as a part of its investment strategy for the purpose of bidding and executing on specific projects. Each investment is evaluated for consolidation under the variable interest entities ("VIEs") model and/or the voting interest model. The results of these investments are not material to the consolidated financial statements for the periods presented.
The Company applies the equity method of accounting to its unconsolidated investments when it has the ability to exercise significant influence over the entity and recognizes its proportionate share of the entities’ net income or loss within "Other operating (income) expense" on the consolidated statements of income. Equity investments in entities over which the Company does not have the ability to exercise significant influence and whose securities do not have a readily determinable fair value are carried at cost net of other-than-temporary impairments.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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) for $ 10 million in cash. The Company recognized the cash as "Proceeds from sale of equity method investments" on the consolidated statements of cash flows. The transaction resulted in a pre-tax gain of $ 5 million which is included within "Other operating (income) expense" on the consolidated statements of income.
Accounting Standards Updates
Accounting Standards Updates Recently Adopted
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 was effective for fiscal years beginning after December 15, 2024. The Company adopted this standard prospectively in fiscal 2026.
Accounting Standards Updates Recently Issued But Not Yet Adopted
In November 2024, the FASB issued 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. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. In January 2025, the FASB clarified the effective date of the standard by issuing ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adoption of this standard on its financial statement disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard modernizes the accounting for internal-use software costs by removing all references to project stages and defining a probable-to-complete threshold to begin capitalizing costs. The standard also clarifies the disclosure requirements for capitalized internal-use software costs. The standard is effective for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2027. The amendment can be applied prospectively, retrospectively, or on a modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and related disclosures.
Note 2—Earnings Per Share, Share Repurchases and Dividends:
Earnings Per Share ("EPS")
Basic EPS is computed by dividing net income attributable to common stockholders 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 options and other stock-based awards. The dilutive effect of outstanding stock options and other stock-based awards is computed using the treasury stock method.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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:
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Basic weighted-average number of shares outstanding 46.3 50.1 53.1
Dilutive common share equivalents - stock options and other stock-based awards 0.2 0.4 0.6
Diluted weighted-average number of shares outstanding 46.5 50.5 53.7
Antidilutive stock awards excluded from the weighted-average number of shares outstanding used to compute diluted EPS for fiscal 2026, 2025, and 2024 were immaterial .
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.
During fiscal 2026, the Company repurchased approximately 4.0 million shares of its common stock from the open market under its existing share repurchase plan for approximately $ 422 million. In December 2024, the Company's Board of Directors authorized the repurchase of up to $ 1.2 billion of the Company's outstanding common stock under its existing share repurchase plan. As of January 30, 2026, the Company has repurchased approximately 28.5 million shares of its common stock under the plan for approximately $ 2.5 billion, which included amounts previously authorized under the plan prior to December 2024.
Dividends
The Company declared and paid quarterly dividends of $ 0.37 per share every quarter for the years presented. Total dividends declared and paid were $ 1.48 per share during fiscal 2026, 2025 and 2024. Subsequent to the end of fiscal 2026, on March 12, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.37 per share of the Company’s common stock payable on April 24, 2026 to stockholders of record on April 10, 2026.
Note 3—Revenues:
Changes in Estimates on Contracts
Aggregate net changes in estimates on contracts accounted for using the cost-to-cost method of accounting were recognized in operating income as follows:
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions, except per share amounts)
Favorable adjustments $ 22 $ 33 $ 32
Unfavorable adjustments ( 21 ) ( 18 ) ( 32 )
Net favorable adjustments 1 15 —
Income tax effect — ( 2 ) —
Net favorable adjustments, after tax 1 13 —
Basic and Diluted EPS impact
$ 0.02 $ 0.26 $ —
Revenues were $ 9 million, $ 14 million and $ 2 million higher for fiscal 2026, 2025 and 2024, respectively, due to net revenue recognized from performance obligations satisfied in prior periods.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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:
Year Ended January 30, 2026
Defense and Intelligence
Civilian
Total SAIC
(in millions)
Department of War
$ 3,770 $ 8 $ 3,778
Intelligence and other federal government agencies
1,782 1,521 3,303
Commercial, state and local governments and international
29 152 181
Total $ 5,581 $ 1,681 $ 7,262
Year Ended January 31, 2025
Defense and Intelligence Civilian Total SAIC
(in millions)
Department of War
$ 3,856 $ 17 $ 3,873
Intelligence and other federal government agencies
1,841 1,601 3,442
Commercial, state and local governments and international
29 135 164
Total $ 5,726 $ 1,753 $ 7,479
Year Ended February 2, 2024
Defense and Intelligence Civilian Total SAIC
(in millions)
Department of War
$ 3,814 $ 26 $ 3,840
Intelligence and other federal government agencies
1,986 1,464 3,450
Commercial, state and local governments and international
17 137 154
Total $ 5,817 $ 1,627 $ 7,444
Disaggregated revenues by contract type were as follows:
Year Ended January 30, 2026
Defense and Intelligence
Civilian
Total SAIC
(in millions)
Cost reimbursement $ 4,429 $ 56 $ 4,485
Time and materials ("T&M")
510 1,123 1,633
Firm-fixed price ("FFP")
642 502 1,144
Total $ 5,581 $ 1,681 $ 7,262
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 31, 2025
Defense and Intelligence Civilian Total SAIC
(in millions)
Cost reimbursement $ 4,548 $ 88 $ 4,636
Time and materials ("T&M")
559 1,088 1,647
Firm-fixed price ("FFP")
619 577 1,196
Total $ 5,726 $ 1,753 $ 7,479
Year Ended February 2, 2024
Defense and Intelligence Civilian Total SAIC
(in millions)
Cost reimbursement $ 4,442 $ 85 $ 4,527
Time and materials ("T&M")
491 972 1,463
Firm-fixed price ("FFP")
884 570 1,454
Total $ 5,817 $ 1,627 $ 7,444
Disaggregated revenues by prime versus subcontractor were as follows:
Year Ended January 30, 2026
Defense and Intelligence
Civilian
Total SAIC
(in millions)
Prime contractor to federal government $ 5,073 $ 1,391 $ 6,464
Subcontractor to federal government 479 138 617
Other 29 152 181
Total $ 5,581 $ 1,681 $ 7,262
Year Ended January 31, 2025
Defense and Intelligence Civilian Total SAIC
(in millions)
Prime contractor to federal government $ 5,198 $ 1,471 $ 6,669
Subcontractor to federal government 499 147 646
Other 29 135 164
Total $ 5,726 $ 1,753 $ 7,479
Year Ended February 2, 2024
Defense and Intelligence Civilian Total SAIC
(in millions)
Prime contractor to federal government $ 5,355 $ 1,367 $ 6,722
Subcontractor to federal government 445 123 568
Other 17 137 154
Total $ 5,817 $ 1,627 $ 7,444
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Contract Balances
Contract balances for the periods presented were as follows:
Balance Sheet line item January 30,
2026 January 31,
2025
(in millions)
Billed and billable receivables, net (1)
Receivables, net $ 490 $ 526
Contract assets - unbillable receivables Receivables, net 363 474
Contract assets - unbillable receivables
Other assets
23 29
Contract assets - contract retentions Other assets 18 15
Contract liabilities - current Other accrued liabilities 41 38
Contract liabilities - non-current Other long-term liabilities $ 2 $ —
(1) Net of allowance of $ 2 million and $ 3 million as of January 30, 2026 and January 31, 2025 respectively.
The changes in the Company's contract assets and contract liabilities during the current period primarily result from timing differences between the Company's performance, invoicing and customer payments. During fiscal 2026 and 2025, the Company recognized revenues of $ 28 million and $ 35 million relating to amounts that were included in the opening balance of contract liabilities as of January 31, 2025 and February 2, 2024, respectively.
Deferred Costs
Deferred costs for the periods presented were as follows:
Balance Sheet line item January 30,
2026 January 31,
2025
(in millions)
Pre-contract costs Other current assets $ 3 $ —
Prepaid contract costs
Prepaid expenses
16 9
Fulfillment costs
Other assets 4 4
Costs to obtain Other assets $ 8 $ 6
Pre-contract costs expensed in fiscal 2026 were immaterial , and pre-contract costs of $ 9 million were expensed during fiscal 2025 . Prepaid contra ct costs of $ 34 million and $ 36 million were amortized during fiscal 2026 and 2025 , respectively. Fulfillment costs of $ 3 million were amortized during fiscal 2026 and 2025. Costs to obtain of $ 2 million were amortized during fiscal 2026 and 2025.
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 January 30, 2026, the Company had approximately $ 6.2 billion of RPO. The Company expects to recognize revenue on approximately 78 % of the RPO over the next 12 months and approximately 89 % over the next 24 months, with the remaining recognized thereafter.
Note 4—Acquisitions and Divestitures:
Acquisition of SilverEdge Government Solutions (“SilverEdge”)
On October 15, 2025, the Company acquired SilverEdge, an innovative provider of mission-driven technology solutions and products, for a preliminary purchase price of $ 203 million, net of $ 6 million cash acquired, subject to post-closing adjustments. The acquisition advances the Company's strategy to provide mission focused solutions and commercial products to its customers. The Company funded the transaction from increased borrowings (see Note 11—Debt Obligations for additional information) and cash on hand.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of January 30, 2026, the Company is in the process of finalizing the valuation and purchase price allocation related to this acquisition. The Company has preliminarily recorded goodwill and amortizable intangible assets of $ 93 million and $ 101 million, respectively. During the fourth quarter of fiscal 2026, the Company decreased goodwill by $ 16 million which consisted of $ 14 million in estimated fair value adjustments for acquired intangible assets and $ 2 million in other adjustments to operating assets and liabilities. Substantially all of the goodwill recorded is tax deductible. The goodwill is primarily associated with intellectual capital and acquired assembled workforce. The intangible assets consist of customer relationships of $ 90 million, developed technology of $ 9 million, and backlog of $ 2 million that will be amortized over a period of ten years, eight years, and one year, respectively.
During fiscal 2026, revenues of $ 27 million related to SilverEdge were recorded to the Defense and Intelligence reportable segment.
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 accounts for its retained interest as an equity method investment as of the date of the transaction.
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. The sale enables the Company to focus its resources on long-term strategic growth areas. The Company recognized the cash as "Proceeds from divestitures" on the consolidated statements of cash flows in fiscal 2024. The Company recorded a 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 consolidated statements of income in fiscal 2024.
The disposition did not represent a strategic shift in operations that will 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 ROU 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
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5—Restructuring, Impairment and Other Exit Costs:
Restructuring, impairment and other exit costs recognized were as follows:
Year Ended
January 30, 2026 January 31, 2025 February 2, 2024
(in millions)
Restructuring costs:
Severance and other employee costs $ 8 $ 1 $ 10
Other associated costs 4 7 13
Total restructuring costs (1)
12 8 23
Impairment of assets
1 — —
Executive transition costs (2)
22 — —
Total restructuring, impairment and other exit costs
$ 35 $ 8 $ 23
(1) Restructuring costs in fiscal 2026 include $ 7 million recorded in the Defense and Intelligence reportable segment "Cost of revenues" and $ 5 million recorded in Corporate "Selling, general and administrative expenses." Restructuring costs in fiscal 2025 and fiscal 2024 were recorded in Corporate "Selling, general and administrative expenses."
(2) Executive transition costs are recorded in Corporate and are included in "Selling, general and administrative expenses."
During fiscal 2026, the Company incurred costs related to restructuring activities associated with the reorganization of its business groups and the optimization and consolidation of certain facilities. As part of these activities, the Company incurred severance and other employee costs and costs related to the consolidation and exit of certain facilities. Other employee costs include the impact of accelerated stock compensation expense for terminated employees. Executive transition costs represent costs associated with the immediate departure of the Company's CEO and other executives.
During fiscal 2025 and 2024, the Company incurred costs related to restructuring activities associated with the reorganization of its business sectors into business groups and for the optimization and consolidation of certain facilities. As part of these activities, the Company incurred severance and other employee costs, consulting costs, and costs related to the consolidation and exit of certain facilities. Other employee costs include the impact of accelerated stock compensation expense for terminated employees.
Note 6—Goodwill and Intangible Assets:
Goodwill
The following table presents the carrying value of goodwill by reportable segment:
January 30,
2026 January 31,
2025
(in millions)
Defense and Intelligence $ 2,094 $ 2,001
Civilian 850 850
Total $ 2,944 $ 2,851
During fiscal 2026, goodwill increased by $ 93 million in the Defense and Intelligence reportable segment due to the acquisition of SilverEdge (see Note 4—Acquisitions and Divestitures for additional information).
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
During the fourth quarter of fiscal 2026, the Company completed its annual goodwill impairment testing using a qualitative assessment and determined that it was more likely than not that an impairment did not exist and that a quantitative analysis was not necessary.
Intangible Assets
Intangible assets, all of which were finite-lived, consisted of the following:
January 30, 2026 January 31, 2025
Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value
(in millions)
Customer relationships $ 1,551 $ ( 804 ) $ 747 $ 1,462 $ ( 688 ) $ 774
Developed technology 19 ( 6 ) 13 10 ( 5 ) 5
Backlog
2 ( 1 ) 1 — — —
Trade name — — — 1 ( 1 ) —
Total intangible assets $ 1,572 $ ( 811 ) $ 761 $ 1,473 $ ( 694 ) $ 779
During fiscal 2026, the gross carrying value of intangible assets increased by $ 99 million primarily due to the acquisition of SilverEdge (see Note 4—Acquisitions for additional information).
Amortization expense related to intangible assets was $ 119 million for fiscal 2026 and $ 115 million for fiscal 2025 and 2024. There were no impairments of intangible assets during the periods presented.
As of January 30, 2026, the estimated future annual amortization expense related to intangible assets is as follows:
Fiscal Year (in millions)
2027 $ 126
2028 108
2029 108
2030 105
2031 98
Thereafter 216
Total $ 761
Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 7—Property, Plant, and Equipment:
Property, plant, and equipment, depreciation and amortization methods, and estimated useful lives by major asset class were as follows:
Depreciation or
amortization method
Estimated useful lives (in years) January 30,
2026 January 31,
2025
(in millions)
Computer and other equipment
Straight-line or
declining balance 5 - 10
$ 101 $ 98
Capitalized software
Straight-line
3 - 6
60 58
Leasehold improvements Straight-line Shorter of lease term or 12
118 111
Office furniture and fixtures Straight-line
3 - 10
20 16
Buildings and improvements Straight-line 40 7 7
Construction in process 18 13
Land 1 1
Property, plant, and equipment 325 304
Accumulated depreciation and amortization ( 215 ) ( 200 )
Property, plant, and equipment, net $ 110 $ 104
Depreciation and amortization expense for property, plant, and equipment was $ 30 million, $ 25 million and $ 26 million in fiscal 2026, 2025 and 2024, respectively.
Note 8—Stock-Based Compensation:
Plan Summaries
As of January 30, 2026, the Company had stock-based compensation awards outstanding under the following plans: “2023 Equity Incentive Plan” ("2023 EIP"), “2013 Equity Incentive Plan” ("2013 EIP"), “Management Stock Compensation Plan” ("MSCP"), "Key Executive Stock Deferral Plan" ("KESDP"), and the “Amended and Restated 2013 Employee Stock Purchase Plan” ("ESPP") which are herein referred to together as the “Plans.” The Company issues new shares on the vesting of stock awards or exercise of stock options under these Plans. During fiscal year 2024, the Company terminated the Third Amended and Restated 2012 Long Term Performance Plan ("LTPP") and deregistered all remaining unissued shares thereunder.
On June 7, 2023, the Company’s stockholders approved the 2023 EIP. The 2023 EIP authorized 2.2 million new shares of the Company’s common stock, par value $ 0.0001 per share, to be issued as various types of stock-based compensation and cash awards. Awards previously issued and outstanding under the 2013 EIP will continue to remain outstanding and be subject to the terms of the 2013 EIP. After June 7, 2023, no new awards may be issued under the 2013 EIP and any awards that subsequently expire, are forfeited or canceled, are settled in cash, or are used to cover recipient tax obligations, will become available for issuance under the 2023 Plan. As of January 30, 2026, the total authorized shares of common stock for issuance under the 2023 EIP is 1.5 million.
The 2023 EIP and 2013 EIP both provide the Company’s employees and directors the opportunity to receive various types of stock-based compensation and cash awards. The terms of the stock-based awards granted to employees and directors are the same, except that those for directors cliff vest within one year of the grant date. As of January 30, 2026, the Company has unvested stock awards under the 2023 EIP and 2013 EIP, unvested performance shares under the 2023 EIP, and outstanding stock options under the 2013 EIP. Vesting stock awards granted in fiscal 2020 and thereafter generally vest equally over three years, while vesting stock awards granted prior to fiscal 2020 generally vest equally over four years. Stock options generally become exercisable evenly over three years. The maximum contractual term for stock options is ten years , but historically the Company has granted stock options with a seven-year contractual term. As of January 30, 2026, remaining stock options expected to be exercised are immaterial. The requisite service period for stock-based awards is accelerated for employees meeting certain retirement eligibility conditions. Certain officers are eligible for continued vesting of previously granted awards upon termination of employment or voluntary retirement, subject to the conditions set forth in the Company’s
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Executive Severance, Change in Control and Retirement Policy effective September 5, 2023. Stock-based awards generally provide for accelerated vesting if there is a change in control (as defined in the 2023 EIP and 2013 EIP, as applicable). Vesting stock awards and performance share awards have forfeitable rights to dividends.
Performance shares are rights to receive shares of the Company’s stock upon satisfaction of certain requirements. Performance-based stock awards include service, performance, and market conditions. For performance-based stock awards granted in fiscal 2023 and thereafter, the performance metrics are based on three year cumulative operating cash flows and a three year cumulative measure of earnings. The market conditions are based on the Company's total shareholder return over the three year performance period as compared to the total shareholder return for a specified group of companies over the same period. These awards cliff vest at the end of the third fiscal year following the grant date, subject to meeting the minimum service requirements and the achievement of the Company’s performance metrics and market conditions, with the number of shares ultimately issued, if any, ranging up to 200 % of the specified target shares. If performance is below a minimum threshold level of performance, no shares will be issued.
The Science Applications International Corporation KESDP was closed on December 31, 2014, and no further deferrals are allowed. Benefits from the KESDP are payable in shares of the Company’s stock that may be held in trust for the purpose of funding benefit payments to KESDP participants. The MSCP provides for awards in share units to eligible employees. Benefits are payable in shares of the Company’s stock that are held in a trust for the purpose of funding benefit payments to the participants. During fiscal 2017, all remaining outstanding awards in the MSCP vested. Vested deferred balances in both plans are paid on retirement based on the participant’s payout election, or upon termination.
On June 7, 2023, the Company’s stockholders approved an amended and restated ESPP which limits the total number of shares reserved for issuance to 2.0 million and extends the plan’s expiration date from September 26, 2023 to the earlier of its termination by the Board of Directors or the issuance of all shares available for issuance thereunder. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15 % of the fair market value on the date of purchase. During the three fiscal years ended January 30, 2026, the ESPP discount was 5 % of the fair market value on the date of purchase, thereby resulting in the ESPP being non-compensatory. As of January 30, 2026, 1.5 million shares of the Company’s common stock are authorized for issuance under the ESPP.
Expense and Related Tax Benefits Recognized
Stock-based compensation expense and related tax benefits recognized under the Plans were:
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Stock-based compensation expense:
Vesting stock awards $ 43 $ 37 $ 45
Performance share awards 21 16 23
Total stock-based compensation expense $ 64 $ 53 $ 68
Tax benefits recognized from stock-based compensation $ 18 $ 18 $ 25
The Company did not have stock-based compensation expense for stock options for fiscal 2026 or fiscal 2025. Stock-based compensation expense for stock options was not material for fiscal 2024.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Vesting Stock Awards
Vesting stock award activity for the fiscal year ended January 30, 2026 was:
Shares of stock under vesting stock awards Weighted-average grant date fair value
(in millions)
Unvested at January 31, 2025 0.7 $ 115.43
Awards granted 0.5 109.06
Awards forfeited ( 0.1 ) 114.71
Awards vested ( 0.3 ) 109.06
Unvested at January 30, 2026 0.8 $ 114.11
The grant date fair value of vesting stock awards is based on the closing market price of the Company’s common stock on the last trading day preceding the grant date. The weighted-average grant date fair value of the vesting stock awards granted in fiscal 2026, 2025 and 2024 was $ 109.06 , $ 127.33 and $ 108.64 , respectively. As of January 30, 2026 there was $ 41 million of unrecognized compensation cost, net of estimated forfeitures, related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.8 years. The fair value of vesting stock awards that vested in fiscal 2026, 2025 and 2024 was $ 38 million, $ 61 million and $ 48 million, respectively.
Performance Share Awards
Performance share award activity for the year ended January 30, 2026 was:
Shares of stock under performance shares Weighted-average grant date fair value
(in millions)
Unvested at January 31, 2025 0.3 $ 116.97
Awards granted 0.2 136.72
Awards forfeited ( 0.1 ) 128.43
Awards vested ( 0.2 ) 109.69
Performance adjustments — 122.66
Unvested at January 30, 2026 0.2 $ 137.76
The actual number of shares to be issued upon vesting ranges between 0 - 200 % of the specified target shares. In the table above, the number of performance shares are presented at 100 % of the specified target shares, except for awards that vested and the performance adjustment. The vested amount reflects the number of shares to be issued based on the actual achievement of the performance goals for shares that vested during the period. The performance adjustment amount reflects the increase or decrease in the number of performance shares vested compared to the number of performance shares that would have vested at target.
The weighted-average grant date fair value of the performance share awards granted in fiscal 2026, 2025 and 2024 was $ 136.72 , $ 128.17 and $ 116.25 , respectively. The grant date fair value of performance shares was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the Company's expected total shareholder return relative to a specified group of companies defined within the award agreement. The primary assumptions included an expected volatility of 27.73 %, 24.16 %, and 27.35 % for fiscal 2026, 2025 and 2024, respectively, and a risk-free interest rate of 3.59 %, 4.46 % and 3.68 % for fiscal 2026, 2025 and 2024, respectively. The expected volatility was based on the historical volatility of the Company's stock price over a period commensurate with the expected term of the award as of the date of grant. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond with a maturity equal to the expected term of the award on the date of grant.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The fair value of performance share awards that vested in fiscal 2026 was $ 17 million. As of January 30, 2026 there was $ 10 million of unrecognized compensation cost, net of estimated forfeitures, related to performance share awards, which is expected to be recognized over a weighted-average period of 1.6 years.
Note 9—Retirement Plans:
Defined Contribution Plans
The Company sponsors the Science Applications International Corporation Retirement Plan (a qualified defined contribution 401(k) plan) and an employee stock ownership plan, in which most employees are eligible to participate. There are a variety of investment options available, including the Company's stock.
The Science Applications International Corporation Retirement Plan allows eligible participants to contribute a portion of their income through payroll deductions, and the Company makes matching company contributions and may also make discretionary contributions.
The Company contributions expensed for defined contribution plans were $ 89 million, $ 86 million and $ 82 million in fiscal 2026, 2025 and 2024, respectively.
Deferred Compensation Plans
The Company maintains the Science Applications International Corporation Deferred Compensation Plan ("DCP") which provides certain eligible employees and directors with an opportunity to defer some or all of their compensation on an unfunded, nonqualified basis. Participant deferrals are fully vested and diversified at the participant’s direction among the investment options offered under the DCP. Participant accounts are credited with a rate of return based on the performance of the investment options selected. Distributions are made in cash. Deferred balances are paid on retirement based on the participant’s payout election, or upon termination. The Company may provide discretionary contributions to participants, but no Company contributions have been made.
The Science Applications International Corporation 401(k) Excess Deferral Plan ("Excess Plan") was also closed on December 31, 2014, and no further deferrals are allowed. Participant deferrals are fully vested and diversified at the participant’s direction among the investment options offered under the Excess Plan. Deferred balances are paid on retirement or termination.
Defined Benefit Plans
In connection with the acquisition of Engility Holdings, Inc. ("Engility") in fiscal 2019, the Company assumed two defined benefit plans sponsored by Engility for certain current and former employees: a Defined Benefit Pension Plan ("Pension Plan") and a Retiree Health Reimbursement Account Plan ("RHRA Benefit Plan"). Membership and participants' calculated pension benefits are frozen in the Pension Plan and membership in the RHRA Benefit Plan is frozen.
Obligations and Funded Status
The projected benefit obligation of the Pension Plan was $ 45 million and $ 46 million as of January 30, 2026 and January 31, 2025, respectively, and the fair value of the Pension Plan assets was $ 47 million and $ 44 million as of January 30, 2026 and January 31, 2025, respectively. The Pension Plan funded status was overfunded $ 2 million and underfunded $ 2 million as of January 30, 2026 and January 31, 2025, respectively.
The projected benefit obligation and underfunded status of the RHRA Benefit Plan was $ 7 million as of January 30, 2026 and January 31, 2025.
The funded status of the Defined Benefit Plans is included in “Other assets,” “Other accrued liabilities,” and “Other long-term liabilities” on the consolidated balance sheets.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Assumptions
The Company uses the spot rate approach to measure liabilities and interest costs for defined benefit obligations. Under the spot rate approach, the Company uses individual spot rates along the yield curve that corresponds with the timing of each benefit payment.
The discount rates represent the estimated rate at which the Company could effectively settle its defined benefit obligations using a high-quality bond yield curve.
The assumed long-term rate of return on plan assets, which is the average return expected on the funds invested or to be invested to provide future benefits to pension plan participants, is determined by an annual review of historical returns on plan assets. In selecting the expected long-term rate of return on assets used for the Pension Plan, the Company considered its investment return goals stated in the Pension Plan's investment policy. This process included determining expected returns for the various asset classes that comprise the Pension Plan's target asset allocation.
The following assumptions were used to determine the benefit obligations and net periodic benefit costs:
Pension Plan RHRA Benefit Plan
January 30, 2026 January 31, 2025 February 2, 2024 January 30, 2026 January 31, 2025 February 2, 2024
Discount rate 5.21 % 5.50 % 5.16 % 4.85 % 5.29 % 5.08 %
Interest cost effective rate 5.19 % 5.04 % 4.82 % 5.02 % 4.97 % 4.75 %
Expected rate of return on assets 5.25 % 5.25 % 5.25 % N/A N/A N/A
Pension Plan Assets
The Company's investment policy includes a periodic review of the Pension Plan's investment in the various asset classes. Risk management practices include regular evaluations of fund managers to ensure the risk assumed is commensurate with the given investment style and objectives. According to the plan's investment policy, performance will be evaluated across all time periods with a particular emphasis on longer-term returns relative to associated peers and benchmarks. During fiscal 2026, management approved and implemented a glide path asset allocation strategy that is designed to achieve and maintain a fully funded status, balancing Company contribution requirements with potential market risks. The glide path strategy provides for a variable asset allocation that is more heavily weighted toward fixed income securities as the Pension Plan’s funding percentage increases.
The fair value measurement of plan assets by category is as follows:
Asset Category Fair Value Hierarchy January 30, 2026 January 31, 2025
(in millions)
Mutual funds
Equity Level 1 $ 5 $ 29
Fixed income Level 1 40 7
Collective trust - fixed income Level 2 — 7
Guaranteed deposit account Level 3 2 1
Total $ 47 $ 44
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Estimated Future Benefit Payments
The following table sets forth the expected timing of benefit payments by fiscal year:
Fiscal Year Pension Plan RHRA Benefit Plan Total
(in millions)
2027 $ 5 $ 1 $ 6
2028 5 1 6
2029 4 1 5
2030 4 1 5
2031 4 1 5
Five subsequent fiscal years $ 18 $ 2 $ 20
Note 10—Income Taxes:
Substantially all of the Company’s income before income taxes for the fiscal year ended January 30, 2026 and the two preceding fiscal years is subject to taxation in the United States. The provision for income taxes for each of the periods presented include the following:
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Current:
Federal $ ( 64 ) $ 56 $ 125
State 11 13 35
Foreign
1 — —
Deferred:
Federal 82 ( 4 ) ( 19 )
State ( 1 ) 1 2
Total $ 29 $ 66 $ 143
A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to income before income taxes is as follows, in accordance with prospective adoption of ASU 2023-09:
Year Ended
January 30, 2026
Amount
Percent
(dollars in millions)
Amount computed at the statutory federal income tax rate
$ 81 21.0 %
State income taxes, net of federal income tax effect (1)
13 3.4 %
Tax credits
Research and development credits
( 10 ) ( 2.5 ) %
Other credits
( 1 ) ( 0.4 ) %
Non-taxable or non-deductible items
Non-deductible compensation
7 1.7 %
Other
( 1 ) ( 0.2 ) %
Changes in unrecognized tax benefits
( 57 ) ( 14.8 ) %
Other
( 3 ) ( 0.7 ) %
Effective income tax rate
$ 29 7.5 %
(1) State taxes in Virginia and Texas contributed to the majority (greater than 50 percent) of the tax effect in this category.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to income before income taxes for each of the periods presented was as follows, before the adoption of ASU 2023-09:
Year Ended
January 31,
2025 February 2,
2024
(dollars in millions)
Amount computed at the statutory federal income tax rate $ 90 $ 130
State income taxes, net of federal tax benefit 10 32
Research and development and other federal credits ( 22 ) ( 17 )
Non-deductible compensation 3 10
Excess tax benefits for stock-based compensation ( 4 ) ( 4 )
Non-deductible goodwill — 13
Foreign-derived intangible income ( 15 ) ( 22 )
Other 4 1
Total $ 66 $ 143
Effective income tax rate 15.5 % 23.1 %
The effective income tax rate for fiscal 2026 is lower than the rate for fiscal 2025 primarily due to a $ 47 million benefit from an IRS audit settlement, pending final administrative approvals, covering fiscal years 2016 through 2019, and adjustments in liabilities for uncertain tax positions for the remaining open tax years.
Income taxes paid (net of refunds) consisted of the following:
Year Ended
January 30, 2026
(in millions)
U.S. Federal
$ 10
U.S. State and Local
California
4
Texas
2
Virginia 3
Other 2
Foreign
1
Total cash paid for income taxes, net of refunds $ 22
Income taxes paid were $ 66 million and $ 165 million for the years ended January 31, 2025 and February 2, 2024, respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes are recorded for differences in the basis of assets and liabilities for financial reporting purposes and tax reporting purposes. Deferred tax assets (liabilities) were comprised of:
January 30,
2026 January 31,
2025
(in millions)
Accrued vacation and bonuses $ 25 $ 27
Deferred compensation 20 20
Net operating loss and other carryforwards 155 61
Lease liability 55 48
Research and development expenditures 21 197
Other
15 20
Valuation allowance ( 7 ) ( 7 )
Total deferred tax assets 284 366
Deferred revenue ( 31 ) ( 40 )
Purchased intangible assets ( 297 ) ( 302 )
Right of use assets ( 48 ) ( 41 )
Other
( 12 ) ( 7 )
Total deferred tax liabilities ( 388 ) ( 390 )
Net deferred tax (liabilities) assets $ ( 104 ) $ ( 24 )
As of January 30, 2026, the Company has approximately $ 138 million of tax effected federal loss carryforwards, $ 9 million of tax effected state loss carryforwards and approximately $ 8 million of state credit carryforwards that will begin to expire in fiscal 2027. The valuation allowance of $ 7 million at January 30, 2026 relates to these state credit carryforwards.
The changes in the unrecognized tax benefits were:
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Unrecognized tax benefits at beginning of the year $ 110 $ 117 $ 158
Additions for tax positions related to prior years 2 1 5
Additions for tax positions related to the current year 6 14 21
Reductions for tax positions related to prior years ( 46 ) ( 8 ) ( 59 )
Reductions for settlements with taxing authorities
( 19 ) — —
Reductions for prior year tax positions related to statute expiration ( 5 ) ( 14 ) ( 8 )
Unrecognized tax benefits at end of the year, excluding accrued interest and penalties $ 48 $ 110 $ 117
Unrecognized tax benefits that, if recognized, would affect the effective income tax rate $ 43 $ 104 $ 111
Accrued interest and penalties $ 7 $ 17 $ 13
The Company includes net interest and penalties as a component of income tax expense.
The Company files income tax returns in the United States and various foreign jurisdictions which may be subject to routine compliance reviews by the IRS and other taxing authorities. While the Company believes it has recorded appropriate accruals for uncertain tax positions in accordance with applicable accounting guidance, it is possible that tax authorities may assess additional taxes beyond the amounts accrued or that the recorded accruals could
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
exceed the final settlement amounts reached with those authorities. The audit of the Company’s federal income tax returns for fiscal years 2016 through 2019 has been effectively settled, pending final administrative approvals from the IRS. Tax years 2023 through 2025 remain open and subject to examination by the IRS and other foreign and domestic taxing jurisdictions.
Note 11—Debt Obligations :
The Company’s debt as of the periods presented was as follows:
January 30, 2026 January 31, 2025
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 — % — % $ — $ — $ — $ 1,122 $ ( 2 ) $ 1,120
Term Loan A Facility due September 2030
5.07 % 5.15 % 1,100 ( 3 ) 1,097 — — —
Term Loan B3 Facility due February 2031 5.57 % 5.71 % 501 ( 3 ) 498 506 ( 3 ) 503
Senior Notes due April 2028 4.88 % 5.11 % 400 ( 2 ) 398 400 ( 3 ) 397
Senior Notes due November 2033
5.88 % 6.09 % 500 ( 6 ) 494 — — —
Revolving Credit Facility due June 2027
— % — % — — — 200 — 200
Total debt $ 2,501 $ ( 14 ) $ 2,487 $ 2,228 $ ( 8 ) $ 2,220
Less current portion 19 — 19 313 — 313
Total debt, net of current portion $ 2,482 $ ( 14 ) $ 2,468 $ 1,915 $ ( 8 ) $ 1,907
Credit Facility
As of January 30, 2026, the Company had a $ 2.6 billion secured credit facility (the "Credit Facility") consisting of a Term Loan A Facility due September 2030, a Term Loan B3 Facility due February 2031 (together, the "Term Loan Facilities"), and a $ 1.0 billion secured Revolving Credit Facility due September 2030 (the "Revolving Credit Facility").
The Company's Third Amended and Restated Credit Agreement ("Third Amended Credit Agreement") contains certain restrictive covenants applicable to the Company and its subsidiaries including a requirement to maintain a Senior Secured Leverage Ratio (as defined in the Third Amended Credit Agreement) of not greater than 4.00 to 1.00, unless a Permitted Acquisition (as defined in the Third Amended Credit Agreement) occurs in which case not greater than 4.25 to 1.00 for three consecutive quarters following such a transaction.
In fiscal 2025, the Company issued a $ 510 million senior secured term loan credit facility ("Term Loan B3 Facility due February 2031") which is subject to the same covenants and events of default as the Company's existing Term Loan Facilities. The entire Term Loan B3 Facility due February 2031 was immediately borrowed by the Company and used to settle outstanding term loan facilities. The Term Loan B3 Facility due February 2031 bears interest at a variable rate of interest equal to a base rate or a Secured Overnight Financing Rate ("SOFR") rate, plus the applicable interest rate margin of 0.75 % for base rate loans and 1.75 % for SOFR rate loans. 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 and 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.
During fiscal 2025, the Company incurred $ 6 million of debt issuance costs, 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 Term Loan B3 Facility due 2031 utilizing the effective interest rate method.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
On September 30, 2025, the Company executed the Eighth Amendment to the Third Amended and Restated Credit Agreement ("Eighth Amendment"), which established a new $ 1.1 billion senior secured term loan credit facility due on September 30, 2030 ("Term Loan A Facility due September 2030"). The entire Term Loan A Facility due September 2030 was immediately borrowed by the Company and the proceeds were used to pay in full the outstanding principal balance and accrued interest under the Term Loan A Facility due June 2027, transaction related fees and expenses, and for general corporate purposes. The Term Loan A Facility due September 2030 is secured by substantially all of the assets of the Company and the Company’s wholly owned domestic subsidiaries, and is guaranteed by each of the Company’s wholly owned domestic subsidiaries. The Term Loan A Facility due September 2030 is subject to the same covenants and events of default as the Company’s existing term loans under the Credit Facility.
Borrowings under the Term Loan A Facility due September 2030 amortize quarterly beginning on October 31, 2026 at 0.625 % of the original borrowed amount, with such quarterly amortization increasing to 1.25 % on October 31, 2027, and to 1.875 % on October 31, 2028, with the remaining unamortized balance due in full upon maturity. The Term Loan A Facility due September 2030 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.
The Eighth Amendment also established a new $ 1.0 billion revolving credit facility with a termination date of September 30, 2030 ("Revolving Credit Facility due September 2030") that replaced the Revolving Credit Facility due June 2027.
The Term Loan A Facility due September 2030 and the Revolving Credit Facility due September 2030 bear interest at a variable rate of interest equal to a base rate or a Secured Overnight Financing Rate (SOFR) rate, plus the applicable interest rate margin of 0 % to 0.75 % for base rate loans and 0.75 % to 1.75 % for SOFR rate loans, dependent on the Company’s leverage ratio. The Eighth Amendment eliminated the 0.10 % credit spread adjustment used in the calculation of SOFR rate loans on the Term Loan A Facility due 2027 and the Revolving Credit Facility due June 2027.
The scheduled principal repayments for the Term Loan Facilities may be reduced or eliminated by annual mandatory prepayments of a portion of the Company’s Excess Cash Flow (as defined in the Third Amended Credit Agreement). Mandatory prepayments are allocated to the Term Loan Facilities on a pro rata basis and reduce the remaining scheduled principal installments for each facility.
During fiscal 2026, the Company made scheduled principal repayments of $ 46 million and $ 5 million on the Term Loan A Facility due June 2027 and the Term Loan B3 Facility due February 2031, respectively. During fiscal 2025, the Company made scheduled principal repayments of $ 77 million and $ 4 million on the Term Loan A Facility due June 2027 and the Term Loan B3 Facility due February 2031, respectively. During fiscal 2024, the Company made scheduled principal repayments of $ 31 million on the Term Loan A Facility due June 2027 and voluntary principal prepayments of $ 160 million and $ 90 million on the Term Loan B Facility due October 2025 and the Term Loan B2 Facility due March 2027, respectively. During fiscal 2024, the Company wrote off deferred debt issuance costs of $ 2 million associated with the voluntary principal prepayments which were recognized in interest expense. The Company made no principal repayments on the Term Loan A Facility due 2030 in the periods presented.
During fiscal 2026, 2025, and 2024, the Company borrowed $ 1.9 billion, $ 1.4 billion, and $ 160 million and repaid $ 2.1 billion, $ 1.2 billion, and $ 160 million under its revolving credit facilities, respectively. There was no balance outstanding on the Revolving Credit Facility as of as of January 30, 2026. Any obligations under the Revolving Credit Facility are secured by liens on substantially all of the assets of the Company and its subsidiaries. The Revolving Credit Facility is available to the Company through September 2030. 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 January 30, 2026, the Company was in compliance with the covenants under its Credit Facility.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Senior Notes
On September 25, 2025, the Company issued $ 500 million of unsecured 5.875 % Senior Notes due 2033 ("Senior Notes due November 2033") through a private offering. Proceeds received from the offering were used to repay all indebtedness outstanding under the Revolving Credit Facility due June 2027 and fees and expenses from the offering, with remaining proceeds to be used for general corporate purposes, including working capital to fund growth and strategic projects and transactions. The Senior Notes due November 2033 were issued pursuant to an indenture, dated September 25, 2025 and are the senior unsecured obligations of the Company and are fully and unconditionally guaranteed by each of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations under its credit facilities and certain other indebtedness. Interest is payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2026. The principal is due on November 1, 2033.
At any time prior to November 1, 2028, the Company may redeem some or all of the Senior Notes due November 2033 at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, plus an applicable “make-whole premium.” On or after November 1, 2028, the Company may redeem in whole or in part the Senior Notes due November 2033 at set redemption prices, plus accrued and unpaid interest. At any time on or prior to November 1, 2028, the Company may redeem up to 40 % of the original aggregate principal amount of the Senior Notes due November 2033 with the net cash proceeds from certain equity offerings at a redemption price equal to 105.875 % of the outstanding principal amount, together with accrued and unpaid interest. Upon the occurrence of certain events constituting a change of control, the Company may be required to make an offer to repurchase all of the Senior Notes due November 2033 then outstanding at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest.
The Company incurred $ 12 million of debt issuance costs associated with the Eighth Amendment and the Senior Notes due November 2033, of which $ 1 million was recognized in interest expense and the remaining $ 11 million deferred and amortized to interest expense through the maturity date of the facility utilizing the effective interest rate method.
The Company's Senior Notes due 2028 have 4.875 % interest payable semi-annually on April 1 and October 1 of each year, and the principal is due April 2028.
Maturities of debt as of January 30, 2026 are:
Fiscal Year Total
(in millions)
2027 $ 19
2028 31
2029 489
2030 88
2031 899
Thereafter 975
Total principal payments $ 2,501
Note 12—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
Pay Fixed Rate Receive Variable Rate Settlement and Termination January 30,
2026 January 31,
2025
(in millions)
Interest rate swaps
2.96 % Term SOFR Monthly through October 31, 2025 — 6
(1) The fair value of the fixed interest rate swap asset is included in "Other assets" on the consolidated balance sheets.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In fiscal 2026, the Company's interest rate swaps expired. Prior to the expiration, the Company was party to fixed interest rate swap instruments with a notional value of $ 685 million that were 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 Credit Facility borrowings. The counterparties to all swap agreements were financial institutions.
See Note 13—Changes in Accumulated Other Comprehensive Income 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.
Note 13—Changes in Accumulated Other Comprehensive Income by Component:
The following table presents the changes in accumulated other comprehensive income (loss) attributable to the Company’s defined benefit plans and fixed interest rate swap cash flow hedges that are discussed in Note 9—Retirement Plans and Note 12—Derivative Instruments Designated as Cash Flow Hedges, respectively.
Unrealized Gains (Losses) on Fixed Interest Rate Swap Cash Flow Hedges (1)
Defined Benefit Obligation Adjustment (2)
Total
(in millions)
Balance at February 3, 2023 $ 18 $ 4 $ 22
Other comprehensive income before reclassifications
14 2 16
Amounts reclassified from accumulated other comprehensive income
( 24 ) — ( 24 )
Income tax impact 3 ( 1 ) 2
Net other comprehensive (loss) income
( 7 ) 1 ( 6 )
Balance at February 2, 2024 $ 11 $ 5 $ 16
Other comprehensive income before reclassifications 5 5 10
Amounts reclassified from accumulated other comprehensive income
( 14 ) ( 1 ) ( 15 )
Income tax impact 2 ( 1 ) 1
Net other comprehensive (loss) income
( 7 ) 3 ( 4 )
Balance at January 31, 2025 $ 4 $ 8 $ 12
Other comprehensive income before reclassifications 1 1 2
Amounts reclassified from accumulated other comprehensive income
( 7 ) ( 1 ) ( 8 )
Income tax impact 2 — 2
Net other comprehensive (loss) income
( 4 ) — ( 4 )
Balance at January 30, 2026 $ — $ 8 $ 8
(1) The amount reclassified from accumulated other comprehensive income (loss) is included in "Interest expense, net."
(2) The amount reclassified from accumulated other comprehensive income (loss) is included in "Other (income) expense, net."
Note 14—Sale of Receivables:
The Company has a Master Accounts Receivable Purchase Agreement ("MARPA Facility"), for the sale of up to a maximum amount of $ 300 million of certain designated eligible receivables with the U.S. government. The receivables sold under the MARPA Facility are without recourse for any U.S. government credit risk. The MARPA Facility automatically renews each year unless one of the parties gives prior notice to terminate.
The receivable transfers under the MARPA Facility have been recognized as sales, as the receivables had been legally isolated from the Company, the financial institution had a right to pledge or exchange the assets received and we do not maintain effective control over the transferred receivables. The fair value of the sold receivables approximated their book value due to their short-term nature.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value and therefore has not recognized a servicing asset or liability as of January 30, 2026 and January 31, 2025. Proceeds from the sale of receivables are reflected as cash flows from operating activities on the consolidated statements of cash flows.
During fiscal 2026, 2025 and 2024, the Company incurred purchase discount fees of $ 12 million, $ 14 million and $ 9 million, respectively, which are presented in "Other (income) expense, net" on the consolidated statements of income.
MARPA Facility activity consisted of the following:
Year Ended
January 30, 2026 January 31, 2025
(in millions)
Beginning balance $ 164 $ 205
Sale of receivables 4,076 4,324
Cash collections ( 4,076 ) ( 4,365 )
Outstanding balance sold (1)
164 164
Cash collected, not remitted (2)
( 26 ) ( 49 )
Remaining sold receivables to be collected from customers (3)
$ 138 $ 115
(1) For fiscal 2026, there was no net impact to cash flows from operating activities from sold receivables. For fiscal 2025, the Company recorded a net decrease of $ 41 million to cash flows from operating activities from sold receivables.
(2) Primarily represents the cash collected on behalf of but not yet remitted as of January 30, 2026 and January 31, 2025. This balance is included in "Accounts payable" on the consolidated balance sheets.
(3) Remaining sold receivables balance is included in "Receivables, net" on the consolidated balance sheets.
Note 15—Operating Leases:
Total operating lease cost is comprised of the following:
Year Ended
January 30, 2026 January 31, 2025 February 2, 2024
(in millions)
Operating lease cost $ 48 $ 48 $ 56
Variable lease cost 12 13 13
Short-term lease cost 3 2 2
Total lease cost $ 63 $ 63 $ 71
Lease cost is included primarily in "Cost of revenues" and "Selling, general and administrative expenses" on the consolidated statements of income.
The Company's ROU assets and lease liabilities consisted of the following:
Balance Sheet line item January 30, 2026 January 31, 2025
(in millions)
Operating lease ROU asset Operating lease right of use assets $ 193 $ 164
Operating lease current liability Other accrued liabilities 21 20
Operating lease non-current liability Operating lease liabilities 198 173
Total operating lease liabilities $ 219 $ 193
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other supplemental operating lease information consists of the following:
Year Ended
January 30, 2026 January 31, 2025 February 2, 2024
(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities $ 50 $ 54 $ 59
ROU assets obtained in exchange for new operating lease obligations $ 60 $ 51 $ 43
Maturities of operating lease liabilities as of January 30, 2026 were as follows:
Fiscal Year Total
(in millions)
2027 $ 33
2028 30
2029 43
2030 32
2031 26
Thereafter 113
Total minimum lease payments 277
Less: imputed interest ( 58 )
Present value of operating lease liabilities $ 219
The weighted-average remaining lease term and the weighted-average discount rate was 7 years and 5.3 % as of January 30, 2026, respectively, and 7 years and 5.2 % as of January 31, 2025, respectively.
As of January 30, 2026, the Company had rental commitments of $ 29 million for facility leases that have not yet commenced. These operating leases have a weighted-average lease term of approximately 11 years.
Note 16—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 DoW and the Intelligence Community 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, border security, 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.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Costs associated with corporate functions that are not allocable to the reportable segments are presented as Corporate.
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 and activities that the Company does not consider to be indicative of its ongoing operating performance. Adjusted operating income is calculated by taking operating income and excluding depreciation and amortization, acquisition, integration, restructuring, and impairment costs, and any other material non-recurring costs. The CODM uses revenues and adjusted operating income to assess the financial performance of each operating segment against pre-established performance targets and to allocate resources for strategic business decisions, including investments in certain products or services, potential acquisitions or divestitures, and capital deployment. Labor base is the significant expense that is regularly provided to the CODM, and primarily includes direct labor on customer contracts.
The segment information for the periods presented was as follows:
Year Ended January 30, 2026
Defense and Intelligence Civilian Corporate Total SAIC
(in millions)
Revenues $ 5,581 $ 1,681 $ — $ 7,262
Labor base 1,645 497 — 2,142
Other operating expenses (1)
3,458 956 4 4,418
Adjusted operating income (loss) $ 478 $ 228 $ ( 4 ) $ 702
Year Ended January 31, 2025
Defense and Intelligence Civilian Corporate Total SAIC
(in millions)
Revenues $ 5,726 $ 1,753 $ — $ 7,479
Labor base 1,627 500 — 2,127
Other operating expenses (1)
3,590 1,037 20 4,647
Adjusted operating income (loss) $ 509 $ 216 $ ( 20 ) $ 705
Year Ended February 2, 2024
Defense and Intelligence Civilian Corporate Total SAIC
(in millions)
Revenues $ 5,817 $ 1,627 $ — $ 7,444
Labor base 1,597 482 — 2,079
Other operating expenses (1)
3,716 939 51 4,706
Adjusted operating income (loss) $ 504 $ 206 $ ( 51 ) $ 659
(1) "Other operating expenses" includes cost of revenues, selling, general and administrative expenses, and other operating income or loss which are not regularly provided to the CODM. This excludes labor base which is presented separately.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The table below includes a reconciliation of total "Adjusted operating income" to "Income before income taxes" for the years ended January 30, 2026, January 31, 2025, and February 2, 2024.
Year Ended
January 30,
2026 January 31,
2025 February 2,
2024
(in millions)
Adjusted operating income $ 702 $ 705 $ 659
Depreciation of property, plant, and equipment 30 25 26
Amortization of intangible assets 119 115 115
Acquisition, integration, restructuring and impairment costs 16 6 24
Depreciation included in restructuring and impairment costs ( 1 ) ( 1 ) ( 1 )
Recovery of acquisition, integration, restructuring and impairment costs (1)
( 6 ) ( 3 ) ( 6 )
Executive transition costs, net of recoveries 16 — —
Costs related to the settlement of federal tax audits 7 — —
(Gain) loss on divestitures, net of transaction costs
— — ( 240 )
Interest expense, net
128 126 120
Other (income) expense, net
6 9 1
Income before income taxes $ 387 $ 428 $ 620
(1) Adjustment reflects the portion of acquisition, integration, 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.
Substantially all of the Company’s revenues and tangible long-lived assets are generated and located in the United States. As such, financial information by geographic location is not presented.
In each of fiscal 2026, 2025 and 2024, 98 % of the Company's total revenues were attributable to prime contracts with the U.S. government or to subcontracts with other contractors engaged in work for the U.S. government.
Note 17—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.
In June 2017, the Company filed a patent infringement complaint in the United States Court of Federal Claims against the United States and three other parties, alleging infringement of the Company’s Enhanced Rapid Engagement and Vision in Ambient Lighting patents. In fiscal 2026, the Company executed a favorable settlement agreement with all parties. As part of the settlement, the Company was awarded $ 15 million and recognized $ 9 million as a recovery for costs previously incurred within "Selling, general and administrative expenses" within the Company’s consolidated statements of income during fiscal 2026. In addition, the Company recognized $ 6 million of costs that was contingent on the settlement of the patent infringement matter.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 fiscal 2025, the Company entered into a $ 21 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 consolidated statements of income in fiscal 2025. The settlement agreement releases the customer from all obligation and claims from the Company. Proceeds for the full settlement amount were received in the first quarter of fiscal 2026.
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 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 January 30, 2026, 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 CAS.
Letters of Credit and Surety Bonds
The Company has outstanding obligations relating to letters of credit of $ 8 million as of January 30, 2026, principally related to guarantees on insurance policies. The Company also has outstanding obligations relating to surety bonds in the amount of $ 19 million, principally related to performance and payment bonds on the Company’s contracts.
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