SecProbe.io

May 21, 2013

Via E -Mail
Raymond Veldman
VP, Assistant General Counsel
SAIC Gemini, Inc.
1710 SAIC Drive
McLean, VA  22102

Re: SAIC Gemini , Inc.
 Amendment No. 1 to Form 10
Filed May 1 , 201 3
File No. 00 1-35832

Dear Mr. Veldman :

We have reviewed your  letter dated April 30, 2013 in connection with the above -
referenced  filing an d have the following comments.  In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our  comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have additional comments.

Capitalization, page 44

1. Please confirm that once the distribution ratio is known, the pro for ma common stock
information in your capitalization table will no longer be $ -0-.  Also, confirm that similar
revisions will be made to your  unaudited pro forma combined balance sheet.

Unaudited Pro Forma Combined Financial Statements, page 46

2. We note your response to prior comment 5 where you state that at the time you request this
Registration Statement to be declared effective, you expe ct to have a term sheet from
lenders which confirms the material terms and the amount of indebtedness to be incurred.
Please clarify whether the incurrence of such indebtedness is a condition to the separation
and if so, please confirm that the debt agree ments will be finalized prior to effectiveness.
To the extent that such agreements may not be finalized prior to effectiveness, please

Raymond Veldman
SAIC Gemini , Inc.
May 21, 2013
Page 2

 explain further how you determined that the pro forma adjustments related to such
indebtedness meet the factually suppor table criteria of Article 11(b)(6) of Regulation S -X.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Performance Measures, page 53

3. Please explain further for us how the type of contracts awarded impacted the decrease in
your booking and backlog for each of the last three fiscal years and revise your disclosures
accordingly.

Notes to Combined Financial Statements

Note 1.  Summary of Significant Accounting Policies

Principles of Combination and Basis of Pr esentation, page F -7

4. We note from your response to prior comment 15 that New SAIC is comprised of
components of the Defense Solutions Group and the Health, Energy and Civil Solutions
Group, which collectively form Parent’s technical, engineering and enterprise information
technology services business.  Please explain further how you determined which
components from each of these Groups to transfer to New SAIC and tell us how you
concluded that such components represented a discrete portion of Parent’s overall business.
In this  regard, please clarify whether the components represent discrete business units that
were separately managed and evaluated or whether you allocated specific contracts to the
historical operations of the transferred business and how you determined such all ocation.
In your response, please also clarify the extent to which the components of the business that
were transferred will be operated autonomously both before and after the spin -off, and the
extent to which these businesses share common facilities and costs.  Also, describe further
for us the components of these Groups that were not transferred as part of the separation
agreement and why you believe they should not be considered part of the discrete
operations transferred.

Note 10.  Business Segment Information, page F -25

5. We note from your response to prior comment 18 that the substantial majority of both the
Technical and Engineering Services segment and the Enterprise IT segment revenues are
derived from services provided through contractual arrang ements with the U.S.
government.  We further note that a substantial majority of Parent’s revenues are similarly
provided through contractual arrangements with the U.S. government.  Please explain
further how the characteristics of the Parent’s operating s egments differ from the
characteristics of the company’s operating segments such that the company’s operating
segments are aggregated while the Parent’s segments are not.

Raymond Veldman
SAIC Gemini , Inc.
May 21, 2013
Page 3

 Timekeeping Contract with City of New York, page F -25

6. In your response to prior c omment 20 you state that the business operation which
negotiated, managed and performed on the CityTime contract is not a component of the
Registrant and is not aligned with the Registrant’s focus on services.  However, your
disclosures on page 24 state th at the businesses that now comprise New SAIC and similar
businesses within Parent have in the past resulted in litigation against Parent, including a
$540 million dollar loss that Parent realized in connection with its CityTime contract.
Please reconcile these statements.

You may contact Laura Veator , Staff Accountant , at (202) 551 -3716 or Kathleen Collins ,
Accounting Branch Chief,  at (202) 551 -3499 if you have questions regarding comments on the
financial statements and related matters.  Please contact Luna Bloom, Staff Attorney , at
(202)  551-3194  with any other questions.   Should you require further assistance, you may
contact me, at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

 Mark P. Shuman
Branch Chief

cc:  Via E -Mail
 Paul Greiner