SecProbe.io

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 September 9, 2025

Prabu Natarajan
Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190

 Re: Science Applications International Corporation
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 001-35832
Dear Prabu Natarajan:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Ben Wanjara
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 Document 12010 Sunset Hills Road Reston, VA 20190 703.676.4300 | saic.com Prabu Natarajan Chief Financial Officer September 03, 2025 Joyce Sweeney U.S. Securities and Exchange Commission | Division of Corporation Finance 100 F Street, NE | Washington, DC 20549 Re: Science Applications International Corporation Form 10-K for the Fiscal Year Ended January 31, 2025 Filed March 17, 2025 File No. 001-35832 Dear Ms. Sweeney: We are writing in response to the letter dated August 27, 2025, from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Science Applications International Corporation (the “Company”, “we”, “us”, “its”, or “our”). This letter sets forth the Company’s responses to the Comment Letter. For your convenience, we have reprinted the Staff’s comments in bold and italicized type below, followed by our responses. Form 10-K for Fiscal Year Ended January 31, 2025 Consolidated Financial Statements Note 16. Business Segments Information, page F-43 Comment 1: You disclose that the primary measure used by the chief operating decision maker (“CODM”) is segment adjusted operating income; however, we note that you also present segment operating income in your MD&A. Please tell us whether the CODM receives segment operating income for each reportable segment and how it is used. If the CODM uses more than one measure of segment profit or loss, such as segment operating income and segment adjusted operating income, to assess segment performance and to decide how to allocate resources, tell us which of the reported segment profit or loss measures is required to be disclosed in accordance with ASC 280-10-50-28A. In this regard, the measure required to be disclosed is that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. Additional measures may be disclosed pursuant to ASC 280-10-50-28A through 50-28C. Company Response: The Company acknowledges that both operating income and adjusted operating income by segment have been disclosed in our Management’s Discussion and Analysis (“MD&A”) in referenced Form 10-K. However, operating income by segment is not included in the financial information regularly provided to the Company’s Chief Operating Decision Maker (“CODM”), while adjusted operating income by segment is included in the financial information regularly provided to the CODM. As disclosed in “Note 16 – Business Segments Information” in our Form 10-K for fiscal year-ended January 31, 2025, adjusted operating income is the only measure of segment profit or loss used by the CODM to assess segment performance and make resource allocation decisions. Therefore, the Company confirms that adjusted operating income by segment is the only measure of segment profit or loss required to be disclosed pursuant to the guidance provided in ASC 280-10-50-28A. 1 12010 Sunset Hills Road Reston, VA 20190 703.676.4300 | saic.com Prabu Natarajan Chief Financial Officer The presentation of operating income by segment within the MD&A was not intended to imply the use of the metric by the CODM to assess segment performance and allocate resources. Rather, the presentation of operating income in the MD&A was intended to provide a reconciliation from GAAP operating income to adjusted operating income by segment which is the measure utilized by the CODM. Although the reconciliation is not required since segment adjusted operating income is a GAAP measure consistent with the SEC staff’s Compliance and Disclosure Interpretation Question 104.01, we believed the presentation would be useful to investors. In light of the Staff’s comment and to limit confusion on the segment measure of profit or loss used by the CODM to assess segment performance and allocate resources, the Company will revise its MD&A presentation in future filings to remove operating income by segment and the related reconciliations effective with our fiscal year 2026 second quarter Form 10-Q, to be filed on September 4, 2025. However, we have voluntarily elected to disclose consolidated adjusted operating income in the non-GAAP section of MD&A and have therefore provided the required reconciliation to operating income in that section. Comment 2: We note your disclosure that CODM uses segment adjusted operating income as the segment measure of performance. Please revise to discuss how CODM uses this measure in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example at ASC 280-10-55-54(c). Company Response: The Company acknowledges the Staff’s comment regarding ASC 280-10-50-29(f) requirement to disclose: “How the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.” As discussed within our response to the Staff’s first comment above, the Company’s CODM uses adjusted operating income by segment as the only measure of segment profit or loss to evaluate segment performance and make resource allocation decisions. Management believes that adjusted operating income by segment provides a consistent view of the underlying operating performance of the business, excluding non-recurring transactions and activities that we do not consider to be indicative of our ongoing operating performance. The Company will revise its Business Segments Information footnote disclosure in future filings to address the requirements in ASC 280-10-50-29(f) and include the following: “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-recuring 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.” We appreciate the Staff’s comments and the opportunity to clarify our disclosures. Please contact Prabu Natarajan at 703-676-2171 ( Prabu.Natarajan@saic.com ), or Bernard K. Wanjara SVP & Corporate Controller at 703-676-4515 ( Bernard.K.Wanjara@saic.com ) if you have any questions. 2 12010 Sunset Hills Road Reston, VA 20190 703.676.4300 | saic.com Prabu Natarajan Chief Financial Officer Sincerely, /s/ Prabu Natarajan Prabu Natarajan Chief Financial Officer Cc: Toni Townes-Whitley, Chief Executive Officer Hilary L. Hageman, General Counsel & Corporate Secretary Ernst & Young LLP 3

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 August 27, 2025

Prabu Natarajan
Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190

 Re: Science Applications International Corporation
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 001-35832
Dear Prabu Natarajan:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended January 31, 2025
Consolidated Financial Statements
Note 16. Business Segments Information, page F-43

1. You disclose that the primary measure used by the chief operating
decision maker
 ( CODM ) is segment adjusted operating income; however, we note that
you also
 present segment operating income in your MD&A. Please tell us whether
the CODM
 receives segment operating income for each reportable segment and how it
is used. If
 the CODM uses more than one measure of segment profit or loss, such as
segment
 operating income and segment adjusted operating income, to assess
segment
 performance and to decide how to allocate resources, tell us which of
the reported
 segment profit or loss measures is required to be disclosed in
accordance with ASC
 280-10-50-28A. In this regard, the measure required to be disclosed is
that which
 management believes is determined in accordance with the measurement
principles
 most consistent with those used in measuring the corresponding amounts
in the
 consolidated financial statements. Additional measures may be disclosed
pursuant to
 ASC 280-10-50-28A through 50-28C.
 August 27, 2025
Page 2

2. We note your disclosure that the CODM uses segment adjusted operating
income as
 the segment measure of performance. Please revise to discuss how the
CODM uses
 this measure in assessing segment performance and deciding how to
allocate
 resources. Refer to ASC 280-10-50-29(f) and the example at ASC
280-10-55-54(c).
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Joyce Sweeney at 202-551-3449 or Christine Dietz at
202-551-3408
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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United States securities and exchange commission logo
February 16, 2021
Prabu Natarajan
Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190
Re:Science Applications International Corp
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
File No. 001-35832
Dear Mr. Natarajan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Document

  Prabu Natarajan

 Chief Financial Officer

 Science Applications International Corporation

 12010 Sunset Hills Road

 Reston, VA 20190

February 16, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn: Kathryn Jacobson

Robert Littlepage

RE: Science Applications International Corporation
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
Form 8-K Filed December 3, 2020
File No. 001-35832

Ladies and Gentlemen:

On behalf of Science Applications International Corporation (the “Company”, “we”, “us”, or “our”) we are writing in response to the comment letter we received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission on February 9, 2021 with respect to the Company’s Form 10-K for the Year Ended January 31, 2020 and the Company’s Form 8-K Filed December 3, 2020. This letter sets forth the Company’s response to that comment. For your convenience, we have summarized the Staff’s comment in bold, followed by our response.

Form 8-K filed December 3, 2020

SAIC Announces Third Quarter of Fiscal Year 2021 Results

Fiscal Year 2021 Guidance, page 4

1. To the extent that you provide earnings guidance which includes non-GAAP measures,

please comply with the guidance in the penultimate bullet of Q&A 102.10 of the CD&I on

Non-GAAP Financial Measures (April 4, 2018) in future filings of your Form 8-K.

Response:

We acknowledge the Staff’s comment and will comply with the referenced guidance in future filings.  To the extent that the Company provides guidance on forward-looking Adjusted diluted EPS, the Company will accompany it with the following disclosure:

“The Company does not provide a reconciliation of forward-looking Adjusted diluted EPS to GAAP diluted EPS due to the inherent difficulty in forecasting and quantifying certain amounts that are

necessary for such reconciliation including amortization of acquired intangible assets and acquisition, integration and restructuring costs. As a result, the Company is not able to forecast GAAP diluted EPS with reasonable certainty. The variability of the above charges may have an unpredictable and potentially significant impact on our future GAAP financial results.”

To the extent that the Company provides guidance on forward-looking non-GAAP Free Cash Flow the Company will provide a reconciliation to projected GAAP Net cash provided by operating activities.

* * * * *

If you would like to speak with us about this matter, please do not hesitate to call Maria Bishop, Corporate Controller, at (760) 889-0736.

Very truly yours,

/s/ Prabu Natarajan

Prabu Natarajan

Chief Financial Officer

Cc:

Nazzic S. Keene

Steven G. Mahon

Ernst & Young LLP

Faegre Baker Daniels LLP

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United States securities and exchange commission logo
February 9, 2021
Prabu Natarajan
Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190
Re:Science Applications International Corp
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
Form 8-K Filed December 3, 2020
File No. 001-35832
Dear Mr. Natarajan:
            We have reviewed your February 3, 2021 response to our comment letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed December 3, 2020
SAIC Announces Third Quarter of Fiscal Year 2021 Results
Fiscal Year 2021 Guidance, page 4
1.To the extent that you provide earnings guidance which includes non-GAAP measures,
please comply with the guidance in the penultimate bullet of Q&A 102.10 of the CD&I on
Non-GAAP Financial Measures (April 4, 2018) in future filings of your Form 8-K.

 FirstName LastNamePrabu  Natarajan
 Comapany NameScience Applications International Corporation
 February 9, 2021 Page 2
 FirstName LastName
Prabu  Natarajan
Science Applications International Corporation
February 9, 2021
Page 2
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or
Robert Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions regarding
this comment and related matters.  Please contact Edwin Kim, Staff Attorney at (202) 551-3297
or Larry Spirgel, Office Chief at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Document

  Prabu Natarajan

 Chief Financial Officer

 Science Applications International Corporation

 12010 Sunset Hills Road

 Reston, VA 20190

February 3, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn: Kathryn Jacobson

Robert Littlepage

RE: Science Applications International Corporation
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
Form 10-Q for the Quarter Ended October 30, 2020
Filed December 4, 2020
File No. 001-35832

Ladies and Gentlemen:

On behalf of Science Applications International Corporation (the “Company”, “we”, “us”, or “our”) we are writing in response to the oral comment we received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission during our telephone call on January 29th, 2021 responding to the Company’s response letter dated January 12, 2021, with respect to the Company’s Form 10-K for the Year Ended January 31, 2020 and the Company’s Form 10-Q for the Quarter Ended October 30, 2020. This letter sets forth the Company’s response to that comment. For your convenience, we have summarized the Staff’s oral comment in bold, followed by our response.

Form 10-Q for the Quarter Ended October 30, 2020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impacts of the COVID-19 Pandemic, page 22

Comment 1:

We note your response to prior Comment 1.  We also note that in your Q3 earnings call you stated that the full year impact to revenues would be $250 million from COVID19 and the full year impact to profits would be $35 million from COVID19.  Please tell us why you provide investors earnings guidance which separately addresses the potential revenue impact of the CARES Act program section 3610 but do not believe such programs impact on historical revenues to be significant for disclosure in your filed documents.

Response:

During the Q3 earnings call we disclosed the revenue and profit impact from COVID19 in relation to our annual guidance.  We also disclosed this information in the MD&A of our Form 10-Q for the Quarter

Ended October 30, 2020 (“Q3 10Q”).  The disclosures are consistent and the revenue and profit impacts are only different because the Q3 10-Q reflects a year to date impact ($170M revenue and $25M profit) whereas during the earnings call we referenced a projected full year impact ($250M revenue and $35M profit) in relation to our annual guidance.

The amount of revenue and profit impact disclosed in both our Q3 10-Q and during our third quarter earnings call represent the impacts as a result of the COVID-19 pandemic, net of amounts received under the provisions of the CARES Act Section 3610 (“CARES 3610”).  The gross impact to our revenue was $305 million.  This was partially offset by $135 million of recoveries under CARES 3610 that we received to keep our employees and subcontractors in a ready state, resulting in our revenues being $170 million lower for the nine months ended October 30, 2020.

The impacts to profit disclosed in both the Q3 10-Q and the earnings release also represent the actual and projected impacts, respectively, over the same time periods as described above.  In accordance with the provisions of CARES 3610, we did not earn profit on the amounts recovered to keep our workforce in a ready state.

To provide additional clarity with regard to the above we will revise our disclosure within MD&A under the heading “Impacts of the COVID-19 Pandemic” in our Form 10-K for the year ending January 29, 2021 to read:

“We are continuing to monitor the ongoing outbreak of the coronavirus disease 2019 (“COVID-19”) and we continue to work with our stakeholders to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. As travel restrictions and social distancing advisories began to be implemented in early 2020, our workforce began to work remotely to the extent possible. While a majority of our workforce is able to work remotely, some employees must still travel to client or company facilities in order to work.

The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which was passed by Congress and signed by the President on March 27, 2020, provides a mechanism to recover our labor costs where our employees are ready and able to work but unable to access required facilities due to COVID-19. Reduced activity on contracts, including travel and other direct costs, caused revenues to be approximately $XXX million lower for fiscal 2021 (net of $XXX million of labor recovered under the provisions of the CARES Act described above to maintain our workforce in a stand-ready state).

We are generally not able to bill profit on the stand-ready labor costs recovered under the CARES Act and, in some cases, funding limitations and the necessity for contract modifications may cause us not to be able to recover all of the labor costs. As a result, operating income for fiscal 2021 was reduced by approximately $XX million.

In addition, the CARES Act allows for the deferral of certain payroll tax payments and we have deferred payments totaling approximately $XX million as of January 29, 2021.  We must begin repaying these deferred taxes in the third quarter of fiscal 2022 however we may elect to repay them earlier.

We have not experienced a significant impact to our liquidity or access to capital as a result of the COVID-19 pandemic.  As discussed in “Liquidity and Capital Resources” we believe that our existing cash on hand, generation of future operating cash flows, and access to bank financing and capital markets will provide adequate resources to meet our short-term liquidity and long-term capital needs.  As of January 29, 2021 we were in compliance with our debt covenants and we have not been required to obtain additional financing, or make significant modifications to our capital deployment strategy, as of the result of the COVID-19 pandemic.

We continue to work with our customers to implement the related provisions of the CARES Act. However, this relief provision will expire March 31, 2021. We have developed and continue to

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evolve contingency plans which we believe would mitigate adverse impacts to our business if the CARES Act were not to be extended, however we cannot currently estimate the overall impact of the COVID-19 pandemic. The longer the duration of the event the more likely that there may be an adverse impact on our business, financial position, results of operations and/or cash flows.”

* * * * *

If you would like to speak with us about this matter, please do not hesitate to call Maria Bishop, Corporate Controller, at (760) 889-0736.

Very truly yours,

/s/ Prabu Natarajan

Prabu Natarajan

Chief Financial Officer

Cc:

Nazzic S. Keene

Steven G. Mahon

Ernst & Young LLP

Faegre Baker Daniels LLP

- 3 -

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filename1.htm

Document

  Prabu Natarajan

 Chief Financial Officer

 Science Applications International Corporation

 12010 Sunset Hills Road

 Reston, VA 20190

January 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn: Kathryn Jacobson

Robert Littlepage

RE: Science Applications International Corporation
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
Form 10-Q for the Quarter Ended October 30, 2020
Filed December 4, 2020
File No. 001-35832

Ladies and Gentlemen:

We are writing in response to the letter dated January 4, 2021 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Science Applications International Corporation (the “Company”, “we”, “us”, or “our”). This letter sets forth the Company’s response to that comment letter. For your convenience, we have included the Staff’s original comment in bold, followed by our response.

Form 10-Q for the Quarter Ended October 30, 2020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impacts of the COVID-19 Pandemic, page 22

Comment 1:

We note the CARES Act provides a mechanism to recover your labor costs where your employees are ready and able to work but unable to access required facilities due to COVID-19.  If you received any assistance under the CARES Act (including but not limited to Section 3610 thereunder to keep your employees and subcontractors in a ready state), please quantify and disclose the short and long-term impact of that assistance on your financial condition, results of operations, liquidity and capital resources.  Refer to CF Disclosure Guidance: Topic No. 9A - Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources at https://www.sec.gov/corpfin/covid-19-disclosure-considerations.

Response:

For the nine months ended October 30, 2020 we invoiced approximately $135 million to U.S. Federal Government customers under the provisions of the CARES Act Section 3610 (“CARES 3610”) for

recovery of labor costs for employees and subcontractors which were ready and able to work but unable to access required facilities due to COVID-19.  These costs represent the assistance we received under the CARES Act to keep our employees and subcontractors in a ready state.

In accordance with the provisions of CARES 3610 no profit was included in the amounts billed to maintain our workforce in a ready state and therefore the $135 million was recognized as both Revenues and Cost of Revenues in the condensed and consolidated statements of income included in our Form 10-Q for the Quarter Ended October 30, 2020.  Had the provisions of CARES 3610 not provided for recovery of our labor costs, we would have taken actions to reallocate our resources and reduce a portion of our workforce supporting the affected programs.  In those circumstances, substantially all of the costs recovered under CARES 3610 would not have been incurred and, as a result, there is minimal impact to operating income due to the cost recovery.

We have quantified and disclosed the reduction in revenue and operating income due to the circumstances of the COVID-19 pandemic within Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).  We believe that this achieves the objective of disclosing the impacts to the Company from the COVID-19 pandemic.  However, we do not believe the total amount of labor costs recovered under CARES 3610 to be significant for disclosure as the ultimate impact on our financial statements of this assistance has been immaterial to our revenues and operating results.

In addition to the recovery of labor costs to maintain our workforce in a ready state, we have utilized the provision of the CARES Act which allows for the deferral of payroll tax payments, which we have disclosed in our discussion of “Net Cash Provided by Operating Activities” under “Results of Operations” within MD&A.  To provide additional clarity we will include this disclosure, as well as the amount of the deferral, under the “Impacts of the COVID-19 Pandemic” in future filings.  The amount of the deferral as of October 30, 2020 was $80 million.

We have not experienced a significant impact to our liquidity or access to capital as a result of the COVID-19 pandemic.  As disclosed within MD&A we believe that our existing cash on hand, generation of future operating cash flows, and access to bank financing and capital markets will provide adequate resources to meet our short-term liquidity and long-term capital needs.  As of October 30, 2020 we were in compliance with our debt covenants and we have not been required to obtain additional financing, or make significant modifications to our capital deployment strategy, as of the result of the COVID-19 pandemic.  To provide additional clarity, we will include disclosures to this effect under the “Impacts of the COVID-19 Pandemic” in future filings.

To provide additional clarity with regard to the above we will revise our disclosure within MD&A under the heading “Impacts of the COVID-19 Pandemic” in our Form 10-K for the year ending January 29, 2021 to read:

“We are continuing to monitor the ongoing outbreak of the coronavirus disease 2019 (COVID-19) and we continue to work with our stakeholders to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. As travel restrictions and social distancing advisories began to be implemented in early 2020, our workforce began to work remotely to the extent possible. While a majority of our workforce is able to work remotely, some employees must still travel to client or company facilities in order to work. Reduced activity on contracts, including travel and other direct costs, caused revenues to be approximately $XX million lower for fiscal 2021.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was passed by Congress and signed by the President on March 27, 2020, provides a mechanism to recover our labor costs where our employees are ready and able to work but unable to access required facilities due to COVID-19. We are generally not able to bill profit on those costs and, in some cases, funding limitations and the necessity for contract modifications may cause us not to be

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able to recover all of the labor costs. As a result, operating income for fiscal 2021 was reduced by approximately $XX million.

In addition, the CARES Act allows for the deferral of certain payroll tax payments and we have deferred payments totaling approximately $XX million as of January 29, 2021.  We must begin repaying these deferred taxes in the third quarter of fiscal 2022 however we may elect to repay them earlier.

We have not experienced a significant impact to our liquidity or access to capital as a result of the COVID-19 pandemic.  As discussed in “Liquidity and Capital Resources” we believe that our existing cash on hand, generation of future operating cash flows, and access to bank financing and capital markets will provide adequate resources to meet our short-term liquidity and long-term capital needs.  As of January 29, 2021 we were in compliance with our debt covenants and we have not been required to obtain additional financing, or make significant modifications to our capital deployment strategy, as of the result of the COVID-19 pandemic.

We continue to work with our customers to implement the related provisions of the CARES Act. However, this relief provision will expire March 31, 2021. We have developed and continue to evolve contingency plans which we believe would mitigate adverse impacts to our business if the CARES Act were not to be extended, however we cannot currently estimate the overall impact of the COVID-19 pandemic. The longer the duration of the event the more likely that there may be an adverse impact on our business, financial position, results of operations and/or cash flows.”

* * * * *

If you would like to speak with us about this matter, please do not hesitate to call Maria Bishop, Corporate Controller, at (760) 889-0736.

Very truly yours,

/s/ Prabu Natarajan

Prabu Natarajan

Chief Financial Officer

Cc:

Nazzic S. Keene

Steven G. Mahon

Ernst & Young LLP

Faegre Baker Daniels LLP

- 3 -

United States securities and exchange commission logo
January 4, 2021
Prabu Natarajan
Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190
Re:Science Applications International Corp
Form 10-K for the Year Ended January 31, 2020
Filed March 27, 2020
Form 10-Q for the Quarter Ended October 30, 2020
Filed December 4, 2020
File No. 001-35832
Dear Mr. Natarajan:
            We have reviewed your filing and have the following comment.  In our comment, we ask
you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarter Ended October 30, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Impacts of the COVID-19 Pandemic, page 22
1.We note the CARES Act provides a mechanism to recover your labor costs where your
employees are ready and able to work but unable to access required facilities due to
COVID-19.  If you received any assistance under the CARES Act (including but not
limited to Section 3610 thereunder to keep your employees and subcontractors in a ready
state), please quantify and disclose the short and long-term impact of that assistance on
your financial condition, results of operations, liquidity and capital resources.  Refer to CF
Disclosure Guidance: Topic No. 9A - Coronavirus (COVID-19) — Disclosure
Considerations Regarding Operations, Liquidity, and Capital Resources at
https://www.sec.gov/corpfin/covid-19-disclosure-considerations

 FirstName LastNamePrabu  Natarajan
 Comapany NameScience Applications International Corporation
 January 4, 2021 Page 2
 FirstName LastName
Prabu  Natarajan
Science Applications International Corporation
January 4, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact  Kathryn Jacobson, Senior Staff Accountant at (202) 551-
3365 or Robert Littlepage, Accountant Branch Chief  at (202) 551-3361 if you have questions
regarding comments on the financial statements and related matters. Please contact Edwin Kim,
Attorney-Advisor at (202) 551-3297 or Larry Spirgel, Office Chief at (202) 551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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    SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

    12010 Sunset Hills Road

    Reston, Virginia 20190

    December 3, 2018

    VIA EDGAR SUBMISSION

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

            Re:

            Science Applications International Corporation

            Registration Statement on Form S-4, as amended (File No. 333-227884)

            Acceleration Request

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant,
          Science Applications International Corporation (the “Registrant”), hereby requests that
          the above-referenced Registration Statement on Form S-4 (File No. 333-227884) (as amended, the “Registration Statement”) be declared effective as of 4:00 p.m., Eastern time, on December 4, 2018, or as soon thereafter as is practicable.

    The Registrant hereby acknowledges that:

              ●

                should the Securities and Exchange Commission (the “Commission”) or the staff,
                    acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

              ●

                the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
                    responsibility for the adequacy and accuracy of the disclosure in the filing; and

              ●

                the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
                    securities laws of the United States.

    Please notify Lawrence Bard of Morrison & Foerster LLP, special counsel to the Registrant,
          at (703) 760-7798 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

            Sincerely,

            SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

            By:

            /s/ Steven G. Mahon

            Steven G. Mahon

            Executive Vice President, General Counsel, & Corporate Secretary

            cc:

            Lawrence Bard

                Morrison & Foerster LLP

October 25, 2018
Charles A. Mathis
Executive Vice President and Chief Financial Officer
Science Applications International Corporation
12010 Sunset Hills Road
Reston, VA 20190
Re:Science Applications International Corporation
Registration Statement on Form S-4
Filed October 18, 2018
File No. 333-227884
Dear Mr. Mathis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Charles W. Katz

Mail Stop 4561
March 27, 2017

Charles A. Mathis
Chief Financial Officer
Science Applications International Corporation
1710  SAIC  Drive
McLean,  Virginia  22102

Re: Science Applications International Corporation
 Form 10 -K for the Fiscal Year Ended January 29, 2016
Filed March 29, 2016
File No. 001-35832

Dear Mr. Mathis :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Craig D. Wilson

Sr. Asst. Chief Accountant
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

saic-corresp.htm

Charles A. Mathis

Chief Financial Officer

Science Applications International Corporation

1710 SAIC Drive

Mclean, VA 22102

March 27, 2017

VIA EDGAR

Mr. Craig D. Wilson

Sr. Asst. Chief Accountant

Office of Information Technologies and Services

100 F Street NE

Washington, D.C. 20549

RE:

Science Applications International Corporation

Form 10-K for the Fiscal Year Ended January 29, 2016

Filed March 29, 2016

File No. 001-35832

Dear Mr. Wilson:

We are writing in regards to our response to comment 1 from our letter dated March 3, 2017, which we wish to further clarify our statements regarding our accounting policy and its applicability within US GAAP. Specifically, the statements that we wish to clarify are reprinted in bold in the subsequent paragraph, followed by our clarifying statements.

SAIC’s policy is to account for contracts with the federal government under ASC 605-35, Construction-Type and Production-Type Contracts, and ASC 605-912, Contractors-Federal Government – Revenue Recognition. Our policy is consistent with View A as discussed in the October 23, 2009, FASB Emerging Issues Task Force (EITF) Agenda Committee meeting discussion of the proposed issue Accounting for Service-Related Contracts with the Federal Government with respect to the application of FASB codification subtopic 605-35.  View A provides for a broad application and accounts for all arrangements with the federal government within the scope of ASC 605-35.

In our evaluation of the applicability of ASC 605-35 to our service contracts with the federal government, we considered and refer to the Deloitte Guidance Q&A as excerpted below:

605-35-15 (Q&A 07) — Applying ASC 605-35 to Service Contracts with the Federal Government [Added March 21, 2014]

Question - Is it acceptable for entities to apply the guidance in ASC 605-35 to their service contracts with the federal government?

Answer  - Yes. However, there is diversity in practice regarding the application of revenue recognition guidance to such contracts. In 2009, the FASB's Emerging Issues Task Force (EITF) Agenda Committee considered whether to add an issue to its agenda on whether the scope of ASC 605-35 encompasses all contracts with the federal government. Although the Committee ultimately decided not to add the issue, the EITF’s October 2009 agenda report outlines the following two views related to it:

▪

View A — "All arrangements that are with the federal government are within the scope of [ASC] 912 [formerly AICPA Audit and Accounting Guide Federal Government Contractors (the "Guide")]. Because [ASC] 912 refers to [ASC] 605-35 for revenue recognition guidance,

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

March 27, 2017

all arrangements within the scope of [ASC] 912 would be accounted for in accordance with the guidance in [ASC] 605-35."

▪

View B — "The nature of the arrangement (for example, the provision of goods or services) must be considered before applying the guidance under [ASC] 605-35 to the arrangement. That is, the scope of [ASC] 605-35 does not automatically encompass all contracts with the federal government."

We understand that ASC 605-35 is not intended to apply to "service transactions" as defined in the FASB's October 23, 1978, Invitation to Comment, Accounting for Certain Service Transactions, except for separate contracts to provide services that are essential to the construction or production of tangible property (e.g., design, engineering, procurement, and construction management). However, under View A, all contracts with the federal government are within the scope of ASC 912, which refers entities to ASC 605-35 for general revenue recognition guidance.

Further, although the preface to the Guide was not included in ASC 912, it states as follows: This Guide has been prepared to assist preparers of financial statements in preparing financial statements in conformity with generally accepted accounting principles and to assist independent auditors in auditing and reporting on such financial statements in accordance with generally accepted auditing standards in auditing and reporting on the financial statements of entities that provide goods and services to the federal government, or to prime contractors or subcontractors at any tier and for which such transactions are material to such entities' financial statements. It describes relevant accounting practices and auditing procedures unique to these entities. The descriptions in this Guide are generally oriented to the defense contracting industry; however, the provisions of this Guide apply to all federal government contractors. [Emphasis added]

Under the Guide, a federal contractor's policy choices for recognizing revenue are limited to those available under ASC 605-35, whose provisions are based on the AICPA's Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Specifically, Section 3.11 of the Guide, which discusses the selection of a policy to account for government contracts, states: Paragraph .21 of SOP 81-1 states that "the basic accounting policy decision is the choice between the two generally accepted methods: the percentage-of-completion method including units-of-delivery and the completed-contract method. The determination of which of the two methods is preferable should be based on a careful evaluation of the circumstances because the two methods should not be acceptable alternatives for the same circumstances."

While this guidance was not included in the Codification, it reflects preexisting practice. As the FASB's Basis for Conclusions of ASU 2009-011 indicates, the Codification was not intended to change U.S. GAAP.

On the basis of the above discussion, application of either View A or View B is appropriate. Entities should make a policy election about which view to adopt and apply that policy consistently to similar arrangements.

Primary Reference: 605-35-15-2

Secondary References: 605-20-15-2, 912-605-15-1

FASB Codification References

ASC 605-35 — 605 Revenue Recognition > 35 Construction-Type and Production-Type Contracts

ASC 912 — 912 Contractors—Federal Government

- 2 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

March 27, 2017

SAIC’s policy is to account for contracts with the federal government under ASC 605-35, Construction-Type and Production-Type Contracts, and ASC 912-605, Contractors-Federal Government – Revenue Recognition consistent with View A as described above. The Company accounts for service contracts under ASC 605-35 based on the view that all arrangements with the federal government are within the scope of ASC 912, and ASC 912-605 states that government contractors should use ASC 605-35 for general guidance on revenue recognition.  As described above, a federal contractor’s policy choices for recognizing revenue are limited to those available under ASC 912 and ASC 605-35 and thus, our logistic supply service contracts with the federal government follows such guidance. We do not believe the scoping limitations listed in ASC 605-35-15-6b, “sales or supply contracts to provide goods from inventory or from homogeneous continuing production over a period of time,” precludes the application of ASC 605-35 to logistic supply chain contracts with the federal government contracts based on the guidance in ASC 912 supporting the view that all arrangements with the federal government are within the scope of ASC 605-35 and ASC 912-605.

To provide additional clarity we will include an additional description of our revenue recognition policy with regard to logistics services contracts in our revenue recognition accounting policies in the notes to our consolidated financial statements included in our Form 10-K for the year ended February 3, 2017:

“The Company recognizes revenue on our supply chain and logistics arrangements as the services are provided to the customer under a single profit center using an output method (units-of-delivery) measure of progress. Service revenues are recorded gross of reimbursable material costs, as well as fees, when the Company is responsible for the ultimate acceptability of performance of the contract based on the timely fulfillment of conforming materials delivered to the customer.”

* * * * *

If you would like to speak with us about any of these matters, please do not hesitate to call Maria Bishop, Corporate Controller, at (703) 676-6405.

Very truly yours,

/s/ Charles A. Mathis

Charles A. Mathis

Chief Financial Officer

Cc:

Anthony J. Moraco

Steven G. Mahon

Deloitte & Touche LLP

Faegre Baker Daniels LLP

- 3 -

CORRESP
1
filename1.htm

saic-corresp.htm

Charles A. Mathis

Chief Financial Officer

Science Applications International Corporation

1710 SAIC Drive

Mclean, VA 22102

March 3, 2017

VIA EDGAR

Mr. Craig D. Wilson

Sr. Asst. Chief Accountant

Office of Information Technologies and Services

100 F Street NE

Washington, D.C. 20549

RE:

Science Applications International Corporation

Form 10-K for the Fiscal Year Ended January 29, 2016

Filed March 29, 2016

File No. 001-35832

Dear Mr. Wilson:

We are writing in response to the letter dated February 9, 2017 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Science Applications International Corporation (the “Company”, “SAIC”, “we”, “us”, or “our”). This letter sets forth the Company’s responses to that comment letter. For your convenience, we have reprinted the Staff’s original comments in bold, followed by our responses.

Consolidated and Combined Statements of Income and Comprehensive Income, page F-3

Comment 1:

With regard to your response to our prior comment 2, you indicate that all of your revenues are generated from services and therefore are not required to present, separately, a category of product in the income statement for supply chain related materials and other materials pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X.  Please reconcile your accounting for these materials-related revenues to the relevant revenue recognition accounting policies on page F-8.  Further clarify for us your basis for not separately presenting a product and service breakout on your income statement for your arrangements.  In this regard, it also appears from your disclosures and investor presentations that you provide differing types of services and materials which appear to require disclosure under ASC 280-10-50-40.  Regarding investor presentations, we refer to pages 7-12 of your July 2016 investor presentation.

With respect to our application of Rule 5-03(b) 1 and 2 regarding the separate disclosure of products and services, we recognize that judgment is involved in determining how a single transaction involving both labor and materials should be presented. The primary way we determine whether a single-element transaction is for a product or a service is to focus on the customer's expectations. We believe this is consistent with previous remarks by the SEC1. Given the integrated nature of the Company’s offerings, the company considers its revenues to be service related revenues. The Company believes it is in compliance with Rule 5-03(b) of Regulation S-X and is not required to separate the materials used in

1

 See, for example, Remarks before the 2007 AICPA National Conference on Current SEC and PCAOB Developments by Mark Barrysmith.

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

March 3, 2017

support of its service contracts, including supply chain logistics, for which the primary offering to the customer is a service deliverable, as opposed to a product deliverable.

Our supply chain contracts provide a comprehensive service offering which provides value to our customers through the provision of an order fulfillment service that ensures the timely supply of conforming materials.  The customer views themselves as acquiring an integrated supply chain service offering that provides end-to-end procurement, transportation, and delivery of materials through our integrated logistics systems developed and maintained by our highly skilled employees. These services span activities performed by the Company from material planning, procurement, receiving and inventory management, kitting and assembly, storage, fulfillment, reporting and account management. Effectively, we are an outsourced service provider.

We are not in the business of selling materials and as such, do not sell materials on a stand-alone basis.  Our federal government customer has engaged our company to provide the logistics aspects of inventory procurement in order to outsource the complex nature of their inventory supply chain management (e.g. dealing with thousands of inventory parts with hundreds of suppliers).  The government has the option to buy its supplies directly from its vendors, however they would have to develop in-house expertise to predict demand at their various locations around the globe and incur the cost of storing the inventory in warehouses.  SAIC has served as a supply chain contractor for many years and thus has the expertise and requisite software developed to provide these services efficiently. The key to the success of these programs is to reduce the costs of our customers’ supply chain and logistics management by making the end-to-end process better, faster, and cheaper. As we are providing an overall solution contemplating a coordinated end-to-end inventory management process, we consider the revenues generated from our supply chain and logistics arrangements to be considered service revenues. Accordingly, the Company believes it is in compliance with Rule 5-03(b) of Regulation S-X because the transfer of materials to the Company’s clients is intrinsic to the Company’s integrated service offerings and therefore is properly reported as service revenues.

Our supply chain contracts include specific terms as to how invoices should be prepared in order for the customer to have visibility into the supplies being used and to evaluate the costs of outsourcing their supply chain management.  The materials purchased are unique to each contract (materials are not shared between contracts or customers).  The cost of materials and our service fees are billed together on the same invoice. The materials component of the invoice is broken out separately from the service component within an invoice. On average materials approximate 90% of the invoice amount and the services comprise the other 10%.  While the materials cost represent the bulk of the invoice, the true value of the contract is driven by the procurement and logistics management. SAIC does not produce any of the thousands of products it procures through these contracts, but rather the materials provided under these service arrangements are reimbursed by the customer at SAIC’s cost.  The profit we generate is for the timely fulfillment of conforming materials as delivered to the customer.  From a revenue recognition standpoint, these contracts qualify for gross presentation (which will be further discussed below) due in part because the implications of not meeting the appropriate fill rates or providing non-conforming materials can result in contractual penalties reducing our fees.

SAIC’s policy is to account for contracts with the federal government under ASC 605-35, Construction-Type and Production-Type Contracts, and ASC 605-912, Contractors-Federal Government – Revenue Recognition2. Our policy is consistent with View A as discussed in the October 23, 2009, FASB Emerging Issues Task Force (EITF) Agenda Committee meeting discussion of the proposed issue Accounting for Service-Related Contracts with the Federal Government with respect to the application of FASB codification subtopic 605-35.  View A provides for a broad application and accounts for all arrangements with the federal government within the scope of ASC 605-35.

2

 ASC 912-605-05-1 This Subtopic provides incremental guidance to government contractors on revenue recognition. See Subtopic 605-35 for general guidance.

- 2 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

March 3, 2017

SAIC’s supply chain logistics revenues are generated from contracts with the U.S. government that are accounted for as a single profit center in accordance with ASC 605-35 for which the primary offering to the customer is a service deliverable, as opposed to a product deliverable. Our supply chain revenues are recorded on a gross basis in accordance with ASC 605-35-25-23 and 243, which indicates that a contractor should record costs and revenues for items when a contractor is responsible for the ultimate acceptability of performance or bears risk associated with the items. Further discussion and analysis on recording revenues gross is provided below in our response to comment 2. Since these contracts are accounted for under ASC 605-35 as a single profit center, we consider the revenues we generate under our supply chain logistics programs to be service revenues. We recognize revenue on our supply chain and logistics contracts as the services are provided to our customers using an output method (units-of delivery) measure of progress, which is disclosed in our revenue recognition accounting policies on page F-8 as follows:

 “…Additionally, the Company utilizes the units-of-delivery method on contracts where separate units of output are produced. Under the units-of-delivery method, revenues are generally recognized when the units are delivered to the customer, provided that all other requirements for revenue recognition have been met.”

To provide additional clarity we will include an additional description of our revenue recognition policy with regard to logistics services contracts in our revenue recognition accounting policies in the Notes to our consolidated financial statements included in our Form 10-K for the year ended February 3, 2017:

“The Company recognizes revenue on our supply chain and logistics arrangements as the services are provided to the customer under a single profit center using an output method (units-of-delivery) measure of progress. Service revenues are recorded gross of reimbursable material costs, as well as fees, when the Company is responsible for the ultimate acceptability of performance of the contract based on the timely fulfillment of conforming materials delivered to the customer.”

Revenues generated from materials provided to our customers on contracts other than our logistics management contracts are incidental to the contract performance and we do not track the amount of revenues from these other materials by contract. We do not currently manufacture goods or sell products on a stand-alone basis. Accordingly, we will remove the following statement from our significant accounting policies to avoid further confusion.

“Revenues from the sale of manufactured products are recorded on passage of title and risk of loss to the customer, which is generally on delivery.”

The Company believes it is in compliance with Rule 5-03(b) of Regulation S-X and is not required to separate the materials used in support of its service contracts, including supply chain logistics, because the customer views the offering to be a service, as opposed to a product deliverable. We also note that this view is consistent with the underlying accounting for these arrangements involving both labor and material components, where both components are combined within a single profit center for revenue recognition.

With respect to your comment regarding our July 2016 investor presentation, we provide full lifecycle services and solutions to our customers through our highly customized and comprehensive integrated service offerings.  Each of our contracts may provide services from a number of our service lines (for

3

 ASC 605-35-25-23: If the contractor is responsible for the nature, type, characteristics, or specifications of material that the customer furnishes or that the contractor purchases as an agent of the customer, or if the contractor is responsible for the ultimate acceptability of performance of the project based on such material, the value of those items shall be included as contract price and reflected as revenue and costs in periodic reporting of operations.

ASC 605-35-25-24: As a general rule, revenues and costs shall include all items for which the contractor has an associated risk, including items on which his contractual fee was based.

- 3 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

March 3, 2017

example a single contract may provide end-to-end IT services including IT Managed Services, Software Integration and Cyber, Cloud and Data Science).  The focus of the service lines (as shown on page 7 of the July 2016 investor presentation) is to provide resources to our operating segments in the execution of our integrated service offerings. We do not track, and do not practicably have the ability to track, revenue or profit by service line. We will enhance our disclosures to disclose this information within Note 1 to consolidated financial statements included in our Form 10-K for the year ended February 3, 2017.  For a more complete description of our matrix organization please see the “Overview” section preceding our response to comment 3 below.

Comment 2:

To the extent that materials related revenues under supply chain contracts are being recognized on a gross basis, please provide us with a detailed analysis of how your accounting complies with ASC 605-45-45. Also, if these supply chain contract revenues are recognized on a gross basis, provide us with a detailed analysis of your conclusion that the sale of material under these contracts, which as noted on page 28 generate lower gross margins than services, should not be broken out separately in accordance with Rule 5-03(b)(1) and (2) of Regulation S-X.

SAIC’s supply chain revenues are generated from contracts with the U.S. government and are reported on a gross basis in accordance with ASC 605-35, Construction-Type and Production-Type Contracts. We do not believe ASC 605-45-45 considerations apply to these contracts, as government contractors are explicitly scoped out in ASC 605-45-15-4.

Our supply chain revenues are recorded on a gross basis in accordance with ASC 605-35-25-23 and 24, which indicates that a contractor should record costs and revenues for items when a contractor is responsible for the ultimate acceptability of performance or bears risk associated with the items. Additionally, ASC 912-605-25-194, Contractors-Federal Government Revenue Recognition, indicates that for cost-type supply contracts with the Federal Government, the contractor is more than an agent and it is appropriate to include reimbursable costs, as well as fees, in revenues.

The terms and scope of services vary by customer contract, such that each contract must be separately evaluated for the purpose of revenue recognition, including making determinations with respect to gross versus net reporting of revenue. The judgments place particular emphasis on determining SAIC’s contract responsibilities with respect to fulfillment and ultimate acceptability of performance as well as risk associated with the materials consumed through the performance of our service.

We record our supply chain contracts with the federal government on a gross basis when SAIC is responsible for the ultimate acceptability of performance of the contract based on the timely fulfillment of conforming materials delivered to the customer. The implications of not meeting the appropriate fill rates or providing non-conforming materials can result in contractual penalties reducing contractor fees. We manage inventory at appropriate levels to fulfill our service level agreement requirements, which may result in inventory excess and obsolescence risks born by the Company.

As discussed in our response to comment 1, the Company believes it is in compliance with Rule 5-03(b) of Regulation S-X because the transfer of these materials to the Company’s clients is intrinsic to the Company’s supply chain logistics service offerings and therefore is appropriately reported as service revenues.

4

 ASC 905-605-25-19: In the circumstance of supply contracts, however, the contractor is more than an agent. For instance, the contractor is responsible to creditors for materials and services purchased and to employees for salaries and wages. The contractor ordinarily uses its own facilities in carrying out its agreement; and i

Mail Stop 4561
February 9, 2017

Charles A. Mathis
Chief Financial Officer
Science Applications International Corporation
1710  SAIC  Drive
McLean,  Virginia  22102

Re: Science Applications International Corporation
 Form 10 -K for the Fiscal Year Ended January 29, 2016
Filed March 29, 2016
File No. 001-35832

Dear Mr. Mathis :

We have reviewed your January 19, 2017  response to our comment letter and 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 thes e comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After revi ewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 4,
2017  letter.

Consolidated and Combined Statements of Income and Comprehensive Income, pag e F-3

1. With regard to your response to our prior comment 2 , you indicate  that all of your
revenues are generated from services and therefore are not required to present , separately ,
a category of product in the income statement for supply chain related materials and other
materials pursuant to Rule 5 -03(b)(1) and (2) of Regulation S -X.  Please reconcile  your
accounting for these materials -related revenues to the relevant  revenue reco gnition
accounting polic ies on page F -8.  Further clarify for us your basis for not separately
presenting a product and service breakout on your income statement for your
arrangements.   In this regard , it also appears from your disclosures and investor
presenta tions that you provide differing types of services and materials which appear to
require disclosure under ASC 280 -10-50-40.  Regarding investor presentations, we refer
to pages 7 -12 of your July 2016 investor presentation.

Charles A. Mathis
Science Applications International Corporation
February 9, 2017
Page 2

 2. To the extent that materials rela ted revenues under supply chain contracts are being
recognized on a gross basis, please provide us with a detailed analysis of how your
accounting complies with ASC 605 -45-45.  Also, if these supply chain contract revenues
are recognized on a gross basis, provide us with a detailed analysis of your conclusion
that the sale of material under these contracts, which as noted on page 28 generate lower
gross margins than services, should not be broken out separately in accordance with Rule
5-03(b)(1) and (2) of Regulation S -X.

Note 14 - Business segment information, page F -30

3. In your response to our prior comment 4, you indicate that  “since the U.S. government is
the ultimate end customer and the contracts are subject to the same contract acquisition
and perform ance requirements, the different departments and agencies of the U.S.
government are not considered to be a different type or class of customer ”.  In your
analysis of operating segments economic characteristics under ASC 280 -10-50-11 and
ASC 280 -10-55-7A, 7B and 7C, please tell us how you considered the spending power of
each agencies, the length as well as type of contracts issued and the expectation set forth
by each agency, including the related contracting manager.  Furthermore, as noted by
prior and re cent executive action, tell us how you considered the fact that certain agencies
might have their budgets cut or increased as well as the fact that certain agencies might
be impacted by policies regarding contractors, spending or hiring freezes, while othe rs
would not be subject to such exec utive actions or sequestrations.

4. We note that, at the Cowen  One-on-One Forum , Tony Moracco indicated that “ one other
area of significant OCI was in the intel comm unity ”. In particular, he states that you
“were trying to organically grow in the intel community, knowing it would be very
difficult ”. In this regard, it appears that ultimately you decided to allocate resources to ,
and made the decision to buy the company  Scitor, which according to him is very well
positioned in the services side of the intel community. In particular, he indicates that the
acquisition was completed to  “fill a large amount of your OCI hole that was left ”.  Please
advise how you considered t hese views in your analysis that the  related customers and
economics are sufficiently similar to aggregate pursuant to ASC 280 -10-50-11.

5. Please tell us what consideration you gave in your analysis, that your customers are
sufficiently similar under ASC 280-10-50-11(c),  regarding  the following statement made
during the Cowen Forum:
 “On the protect side, one of our largest programs is the Army AMCOM
Express contract vehicle. It's a long -term blanket purchase agreement. This
program is one of our larger re-competes. It's going through contract
restructuring. But we're very well positioned to re -secure that work in this
aviation program and so ftware components with the compu ter resources.
Represents continuation of that same work and that protect category for our
important Army customer.”

Charles A. Mathis
Science Applications International Corporation
February 9, 2017
Page 3

 Your response should also address the notion that your CEO appears to view your
customers as two types of portfolios, as exemplified by the following statements in the
Cowen Forum:
  “Servicing the federal market, principal ly in these five verticals: Army, Navy,
Marine Corps, each about $1 billion; defense agencies, combat and commands,
slightly below that; $1 billion federal civilian portfolio, the likes of FAA, NASA,
DHS. And in the intelligence community and Air Force pro grams, principally
supported from our Scitor acquisition in May, at again, just over $0.5 billion.”
 “On the portfolio mix. You see the split, mostly federal. Two -thirds in the defense
sectors with the Army, Navy, Marine Corps, and intel. Federal civilian a gencies,
about 23%. ”

6. In your response to our prior comment 4, you indicate that the Company’s matrix of
organization fully integrates its service lines across its five customer facing operating
segments, such that the services provided within each operat ing segments are similar.
You also indicate that your business operations are under similar regulatory oversight.
Taking into account the requirements set forth in ASC 280 -10-50-11(a) -(e), please tell us
what consideration you gav e to the impact of each a gency’s  procurement practices and
the related contract managers’ decision making ability.  Also, tell us how you considered
the fact that you have customers in both classified and non -classified related spaces.  In
particular, it appears to us that certain  of your contracts require different levels of
clearance that may limit the type of employees assigned to certain tasks, as exemplified
by the existence  of a classified business oversight committee within your board of
directors.

You may contact Juan Mi gone at (202) 551 -3312  if you have questions regarding
comments on the financial statements and related matters.  Please c ontact me at (202) 551 -3226
with any other questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Sr. Asst. Chief Accountant
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

saic-corresp.htm

Charles A. Mathis

Chief Financial Officer

Science Applications International Corporation

1710 SAIC Drive

Mclean, VA 22102

January 19, 2017

FOIA Confidential Treatment of Limited Portions

Requested by Science Applications International Corporation

Pursuant to Rule 83 (17 C.F.R. §200.83) and Rule 12b-4 of the Exchange Act

VIA EDGAR

Mr. Craig D. Wilson

Sr. Asst. Chief Accountant

Office of Information Technologies and Services

100 F Street NE

Washington, D.C. 20549

RE:

Science Applications International Corporation

Form 10-K for the Fiscal Year Ended January 29, 2016

Filed March 29, 2016

File No. 001-35832

Dear Mr. Wilson:

We are writing in response to the letter dated January 4, 2017 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Science Applications International Corporation (the “Company”, “we”, “us”, or “our”). This letter sets forth the Company’s responses to that comment letter. For your convenience, we have reprinted the Staff’s original comments in bold, followed by our responses.

Pursuant to the provisions of Rule 12b-4 (“Rule 12b-4”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules of Practice of the Commission contained under 17 C.F.R § 200.83 (“Rule 83”), the Company has supplementally furnished and requests confidential treatment for the information attached to this letter as Supplement A (the “Material”). The Material contained in Supplement A has been omitted from the Company’s filing on EDGAR and is furnished separately to the Staff. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request of the Material. If you have any questions regarding the confidential treatment request, please contact Maria Bishop, Corporate Controller, via telephone at (703) 676-6405.

In accordance with Rule 12b-4, the Company hereby requests that the Material be returned following completion of the Staff’s review thereof. The Material, as provided in Rule 12b-4, is not required to be filed with or deemed part of the Company’s Exchange Act reports. Please return the Material in the enclosed addressed, prepaid overnight delivery envelope when you have completed your review, or call the undersigned and we will arrange to have the Material retrieved from the Commission.

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

January 19, 2017

Form 10-K for the Fiscal Year Ended January 29, 2016

Key Customers, page 2

Comment 1:

We note that you generate revenues both as the prime contractor and as a subcontractor to other contractors. In this regard, please tell us the amount of revenues that you generate as a subcontractor and, to the extent material, also tell us what consideration you gave to disclosing revenues that you generate as a subcontractor as compared to revenues that you generate as a prime contractor within MD&A.

Response:

Within the government contracting industry we believe that there is substantially no difference in the characteristics of the revenue generated as the prime contractor with the U.S. government as compared to the revenue generated as the subcontractor to another company with the ending customer being the U.S. government.  Margins on the types of services the Company performs within this industry fall within a relatively narrow range and are consistent between work performed on both prime and subcontract arrangements.  Additionally, the risk profile of the work performed is substantially the same due to industry standard contractual regulations and requirements and there is no significant difference in the nature of the performance and delivery of services to the end customer.  The position of prime contractor versus subcontractor is largely dependent on the technical expertise held by the labor within each company, and as such, large contracts tend to involve more than one company in order to meet the technical requirements requested by the U.S. government customer.

The Company’s revenues from prime contracts and subcontracts where the U.S. government was the end customer for each of the years presented in our Form 10-K for the fiscal year ended January 29, 2016 were:

Year Ended

January 29,

2016

January 30,

2015

January 31,

2014

(in millions)

Revenues earned on prime contracts with the U.S. government

$

3,832

$

3,414

$

3,604

As a % of total revenues

89

%

88

%

88

%

Revenues earned on subcontracts with the U.S. government

388

366

421

As a % of total revenues

9

%

9

%

10

%

Revenues from non-U.S. government contracts

95

105

96

As a % of total revenues

2

%

3

%

2

%

Given the relatively immaterial nature of the revenue we generate from subcontracts, and the similarity in characteristics of revenue generated from prime contracts or subcontracts, we believe that disclosing these amounts within MD&A would provide little or no meaningful or relevant information to investors regarding our financial condition or results of operations.

Consolidated and Combined Statements of Income and Comprehensive Income, page F-3

Comment 2:

Based on your disclosures on page 33, it appears that materials related revenues comprise approximately 19% of total revenues. In addition, based on your third quarter earnings call, it appears that you are attempting to further expand the sales of manufactured products. In this regard, tell us what consideration you gave to separately presenting revenues and costs by services and tangible products as required by Rule 5-03(b)(1) and (2) of Regulation S-X.

- 2 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

January 19, 2017

Response:

The Company’s revenues are generated by the comprehensive technical and enterprise IT services our highly skilled employees and subcontractors provide to our customers, and are highly customized based on customer specifications and result in the delivery of a solution or the performance of best efforts for, or on behalf of, a customer.  The Company may also provide materials which are used in the performance of the Company’s service obligations under its contracts.  For example, the Company may provide operations and maintenance support as part of an IT infrastructure management program and may also procure computer hardware to refurbish and refresh the customer’s existing IT systems. As this type of service contract with the U.S. government would be accounted for under ASC 605-35, Construction-Type and Production-Type Contracts, this comprehensive service offering would generally be accounted for as a single profit center with our services constituting the primary deliverable. We do not currently manufacture goods or sell products on a stand-alone basis. As disclosed on page 33 of our Form 10-K, materials provided under such service arrangements comprised approximately 19% of total revenues for the year ended January 29, 2016. As noted in the table on page 33, 14% of the materials relate to supply chain contracts.  Our supply chain services offer logistics management that provides end-to-end procurement, transportation, and delivery of materials through our integrated logistics systems developed and maintained by our highly skilled employees.

To provide additional clarity with regard to the above we will revise our disclosure within MD&A under the heading “Revenue Mix” in our Form 10-K for the year ending February 3, 2017 to read:

“We generate revenues by providing a customized mix of services to our customers.  These services are primarily provided through the efforts of our employees (which we refer to below as labor-related revenues) and the efforts of our subcontractors (which we refer to below as subcontractor-related revenues).  We may also provide materials which are used in the performance of our service obligations under our contracts.  The revenues we generate on such materials, as well as the efforts of our subcontractors, generally have lower margins than the revenues we generate from our labor-related revenues.  The following table presents changes in labor-related, subcontractor-related and materials-related revenues for the periods presented:”

As discussed during our third quarter earnings call, we are continuing to pursue opportunities to provide platform integration and other related services to various branches of the U.S. military such as the AAV, ACV and MK48 programs.  These engineering and design services include developing and testing prototype solutions to meet the deployment needs of our customers.  If our prototype solutions are accepted by the customer these programs may mature and result in the award of production-phase follow-on contracts.  We will evaluate the necessity to present the revenues generated under such follow-on contracts separately as those contracts are awarded. See further discussion in our response to Comment 4, below.

As all of our revenues are generated from the services we provide to our customers we present all of our revenues in aggregate in accordance with the provisions of Rule 5-03(b)(1) and (2) of Regulation S-X.

Notes to consolidated and combined financial statements

Note 1 - Receivables, page F-11

Comment 3:

You indicate that receivables are primarily due from the U.S. government and are generally considered collectable. However, we note that you act both as the prime contractor and as a subcontractor to other contractors. In this regard, tell us how receivables due from prime contractors or subcontractors to which you are a subcontractor are currently presented and how your current disclosures comply with ASC 912-310-45-1.

- 3 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

January 19, 2017

Response:

ASC 912-310-45-1 states that, “Government contract receivables usually are shown separately from other receivables in the balance sheet (or otherwise disclosed).” The overall guidance to subtopics within the Contractors-Federal Government Topic at ASC 912-10-15-1 clarifies that, “Except where the text clearly indicates otherwise, the term contractor is used to denote either a prime contractor or a subcontractor, and the term contract to denote either a prime contract or a subcontract.”

Considering the overall guidance we believe that the standard’s requirement for the separate presentation of government contract receivables does not differentiate between government receivables on prime contracts and subcontracts. As such, we present receivables from prime contracts with the U.S. government and from subcontracts where the end customer is the U.S. government in the aggregate.

We consider our receivables in both of these cases to be collectible.  The end customer in each case is the U.S government and the prime contractors for which we perform as subcontractors are well-established credit-worthy entities.  Our historical experience with regard to the collection of receivables in either a prime or subcontractor position is essentially identical and do not merit separate disclosure in accordance with ASC 912-310-45-1.

To provide additional clarity, we will revise our disclosure under the heading, “Receivables” in Note 1 to the consolidated and combined financial statements in our Form 10-K for the year ending February 3, 2017 to read:

“…The Company’s receivables are primarily due from the U.S. government, or from prime contractors on which we are subcontractors and where the end customer is the U.S. government, and are generally considered collectible from the perspective of the customer’s ability to pay.  Therefore, the Company does not have a material credit risk exposure…”

Note 14- Business segment information, page F-30

Comment 4:

Please provide us with an understanding of how the recent MK48 torpedo wins as well as the continued work on the AAV and ACV vehicle contracts impacted determination of your operating segments and your aggregation into a single reportable segment. In particular, in light of the apparent difference in the operations of manufactured products to the services you typically provide to your customers, as well as lower margins on your non-labor-related revenues (as disclosed on page 33), tell us how you considered such differences in arriving at your operating segments and aggregation into a single reportable segment. In your response please compare and contrast your operating segments aggregation relative to the characteristics listed in ASC 280-10-50-11(a) to (e). In addition, provide us with an update of your historical and projected revenues, gross margin, operating margin, and measure of operating segment profitability.

Response:

Background on Operating Segments

ASC 280-10-50-1 defines an operating segment as a component of a public entity that has all of the following characteristics:

•

That engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise),

- 4 -

Mr. Craig D. Wilson

U.S. Securities and Exchange Commission

January 19, 2017

•

Whose operating results are regularly reviewed by the enterprise’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and

•

For which discrete financial information is available.

Discrete financial information is considered to be any measure of a segment’s profit or loss. This financial information also must be sufficiently detailed to allow the CODM to make decisions. Without a measure of profit or loss, the CODM does not have enough information to assess performance or make resource allocation decisions.

The Company is organized as a matrix comprised of five customer facing operating segments supported by several service line organizations. The five customer facing operating segments are responsible for customer relationships, business development and program management, and delivery and execution, while the service line organizations manage our workforce and the development of our offerings, solutions and capabilities. Each of the Company’s five operating segments is focused on providing our comprehensive technical and enterprise IT service offerings to its respective customer base. The majority of our contracts are accounted for under ASC 605-35, Construction-Type and Production-Type Contracts, for which comprehensive service offerings are generally tracked under a single profit center. Accordingly, we do not track revenue or profit by service line and since discrete financial information is not available for the service line organizations they do not have all of the characteristics of an operating segment. The Company has determined that its five customer facing organizations meet all of the characteristics of an operating segment as outlined above and are referred to as follows: Army; Department of Defense Agencies and Commands; Navy and Marine Corps; Federal Civilian; and Intelligence Community and Air Force.

For fiscal 2015 and fiscal 2016, revenues generated on our platform integration programs, comprising of the AAV, ACV, and MK48 torpedo programs, represent less than 5% of their respective operating segment’s revenues and measure of profit. These programs did not impact our determination of our operating segments because the Company’s CODM does not manage the business at the program level. Further, the aforementioned platform integration programs do not represent a significant portion of their respective operating segment (Navy and Marine Corps) to materially affect the quantitative and qualitative characteristics of that operating segment such that it would be dissimilar for aggregation purposes.

Our existing integrated platform programs are primarily engineering and design services, which include d

Mail Stop 4561
January 4 , 2017

Charles A. Mathis
Chief Financial Officer
Science Applications International Corporation
1710  SAIC  Drive
McLean,  Virginia  22102

Re: Science Applications International Corporation
 Form 10 -K for the Fiscal Year Ended January 29, 2016
Filed March 29, 2016
File No. 001-35832

Dear Mr. Mathis :

We have limited our review of your f iling to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.

Please r espond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.

Form 10 -K for the Fiscal Year E nded January 29, 2016
Key Customers, page 2

1. We note that you generate revenues both as the prime contractor and as a subcontrac tor to
other contractors.  In this regard, please tell us the amount of revenues that you generate
as a subcontractor and, to the extent material, also tell us what consideration you gave t o
disclosing revenues that you generate as a subcontractor as comp ared to revenues that
you generate  as a prime contractor within MD&A.

Consolidated and Combined Statements of Income and Comprehensive Income, page F -3

2. Based on your disclosures on page 33, it appears that materials related revenues comprise
approximately 19% of total revenues.  In addition, based on your third quarter earnings
call, it appears that you are attempting to further expand the sales of manufa ctured
products.  In this regard, tell us what consideration you gave to separately presenting

Charles A. Mathis
Science Applications International Corporation
January 4 , 201 7
Page 2

 revenues and costs by services and tangible products as required by Rule 5 -03(b)(1) and
(2) of Regulation S -X.

Notes to consolidated and combined financial stat ement s
Note 1 - Receivables, page F -11

3. You indicate that receivables are primarily due from the U.S. government and are
generally considered collectable.  However, we note that you act both as the prime
contractor and as a subcontractor to other contractors.  In t his regard, tell us how
receivables due from prime contractors or subcontractors to which you are a
subcontractor are currently presented and how your current disclosures comply with ASC
912-310-45-1.

Note 14 - Business segment information, page F -30

4. Please provide us with an understanding of how the recent MK48 torpedo wins as well as
the continued work on the AAV and ACV vehicle contracts impacted determination of
your operating segments and your aggregation into a single reportable segment.  In
particular, in light of the apparent difference in the operations of manufactured products
to the services you typically provide to your customers, as well as lower margins on your
non-labor -related revenues (as disclosed on page 33 ), tell us how you considere d such
differences in arriving at your operating segments and aggregation into a single
reportable segment.   In your response please co mpare and contrast your operating
segments  aggregation  relative to the characteristics  listed in ASC 280 -10-50-11(a) to (e).
In addition, p rovide us with an update of your historical and projected revenues, gross
margin, operating margin, and measure of operating segment profitability.

5. Please tell us how your disclosure describing the basis of organization (i.e. why the
company is organized in the manner that it is)  complies with ASC 280 -10-50-21.a. See
the example general disclosure in ASC 280 -10-55-47 for guidance.

6. We note that you provide a tabular presentation of revenues earned from contracts with
the US Government.  However, please tell us what consideration you gave to also
presenting revenues by types of services and products as contemplated by ASC 280 -10-
50-21(b).  To the extent you believe that all your products and services are similar, please
describe the simil arities and differences between the products as well as the services you
have determined to present as a group.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any revie w, comments, action or absence of
action by the staff.

Charles A. Mathis
Science Applications International Corporation
January 4 , 201 7
Page 3

 You may contact Juan Migone at (202) 551 -3312  if you have questions regarding
comments on the financial statements and related matters.  Please c ontact me at (202) 551 -3226
with any other questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Sr. Asst. Chief Accountant
Office of Information Technologies
and Services

September 19 , 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. 6 to Form 10
Filed September 10, 2013
File No. 001 -35832

Dear Mr. Veldman:

We have completed our review of your filing  as of September  10, 2013 .  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We u rge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

CORRESP
1
filename1.htm

Correspondence

 SAIC GEMINI, INC.

 1710 SAIC Drive

 McLean, Virginia 22102

(703) 676-4300

September 9, 2013

 VIA EDGAR

 Re:

SAIC Gemini, Inc.

Registration Statement on Form 10-12B

File No. 001-35832

 Ms. Luna Bloom

Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Dear Ms. Bloom:

 In accordance with Rule
12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, SAIC Gemini, Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10-12B (File No. 001-35832) be
accelerated by the Securities and Exchange Commission (the “Commission”) to 1:00 p.m., Eastern time, on September 10, 2013, or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would inform Gary L. Sellers at 212-455-2695 or Xavier Kowalski at 212-455-3804 of Simpson Thacher & Bartlett LLP, with written confirmation sent to the address listed on the cover of the Registration Statement.

 Page 2

Sincerely,

SAIC Gemini, Inc.

By:

/s/ John R. Hartley

Name: John R. Hartley

Title: Chief Financial Officer

cc:
Securities and Exchange Commission

 Mark P. Shuman

 Laura Veator

 Kathleen
Collins

SAIC Gemini, Inc.

 Raymond Veldman

Paul Greiner

Simpson Thacher & Bartlett LLP

 Gary L.
Sellers

 Xavier Kowalski

CORRESP
1
filename1.htm

Correspondence

 July 22, 2013

 VIA COURIER AND EDGAR

Re:
SAIC Gemini, Inc.

Amendment No. 2 to Registration

Statement on Form 10-12B

File No. 001-35832

 Ms. Luna
Bloom

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Dear Ms. Bloom:

 On behalf of SAIC Gemini, Inc. (“New SAIC”), we hereby provide the following response to your comment letter, dated
June 28, 2013, regarding the above mentioned Registration Statement (the “Registration Statement”). To assist your review, we have retyped the text of the Staff’s comment in italics below. The response and information described
below are based upon information provided to us by New SAIC. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Registration Statement.

 -2-

 Notes to Combined Financial Statements

 Note 1. Summary of Significant Accounting Policies

 Principles of Combination and Basis
of Presentation, page F-7

1.
You state in your response to prior comment 4 that the determination of which components to transfer to New SAIC was based on an assessment of the nature of the work
performed and the markets served by each operation. Please provide us with a breakdown of the various discrete business operations that were included in Parent’s Defense Solutions Group; identify which operations were transferred to New SAIC
and which remained with Parent and include the revenues and operating income for each. In addition, please describe the nature of the work performed and the markets serviced for each discrete business operation.

The determination of which components of the Defense Solutions Group to transfer to New SAIC was based on an assessment of the nature of
the work performed by each operation. Those operations providing technical, engineering and enterprise IT services were designated as part of New SAIC. The operations providing development, integration and sustainment solutions were designated to
remain part of Parent. In that regard, we are supplementally submitting the information requested by the Staff for the various discrete business operations that were included in Parent’s Defense Solutions Group being transferred to New SAIC and
those remaining with Parent.

 As more fully described in the Registration Statement, New SAIC’s technical and engineering
service offerings include maintenance of systems, program support services as well as logistics, training and simulation services. Further, New SAIC’s enterprise IT service offerings include design, management and operations of our
customers’ entire IT infrastructure. These service offerings primarily involve the provision of labor and are in contrast to the offerings retained by Parent from Parent’s Defense Solutions Group which consist of development, integration
and sustainment solutions that often involve highly customized or proprietary hardware or products in addition to the provision of labor.

*        *        *        *

 -3-

 New SAIC is aware of its obligations under the Securities Exchange Act of 1934, as amended.
New SAIC acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to filing;
and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please do not hesitate to call Gary L. Sellers at 212-455-2695 or Xavier Kowalski at
212-455-3804 with any questions or further comments you may have regarding the Registration Statement or if you wish to discuss the above responses.

 *        *        *        *

Very truly yours,

 /s/ Simpson Thacher & Bartlett LLP

 SIMPSON
THACHER & BARTLETT LLP

cc:
Securities and Exchange Commission

 Mark P. Shuman

 Laura Veator

Kathleen Collins

SAIC Gemini, Inc.

 Raymond
Veldman

 Paul Greiner

 John Hartley

June 28 , 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. 2 to Form 10
Filed June  14, 201 3
File No. 00 1-35832

Dear Mr. Veldman :

We have reviewed your  letter dated June 14 , 2013 in connection with the above -
referenced  filing an d have the following comment.  In our comment , 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  comme nt applies 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 this comment, we may have  addition al comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated May 21, 2013.

Notes to Combined Financial Statements

Note 1.  Summary of Significant Accounting Policies

Principles of Combination and Basis of Pre sentation, page F -7

1. You state in your response to prior comment 4 that the determination of which components
to transfer to New SAIC was based on an assessment of the nature of the work performed
and the markets served by each operation.  Please provide u s with a breakdown of the
various discrete business operations that were included in Parent’s Defense Solutions
Group; identify which operations were transferred to New SAIC and which remained with
Parent and include the revenues and operating income for e ach.  In addition, please
describe the nature of the work performed and the markets serviced for each discrete
business operation.

Raymond Veldman
SAIC Gemini , Inc.
June 28, 2013
Page 2

 You may contact Laura Veator , Staff Accountant , at (202) 551 -3716 or Kathleen Collins ,
Accounting Branch Chief,  at (202) 5 51-3499 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  – Legal

cc:  Via E -Mail
 Paul Greiner

CORRESP
1
filename1.htm

Correspondence

 June 14, 2013

 VIA COURIER AND EDGAR

Re:         SAIC Gemini, Inc.

               Amendment No. 2 to Registration

                Statement on Form 10-12B

                File No. 001-35832

 Ms. Luna Bloom

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Dear Ms. Bloom:

 On behalf
of SAIC Gemini, Inc. (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission the above-referenced amendment (“Amendment No. 2”) to the above-referenced registration statement
(the “Registration Statement”), marked to show changes from the Registration Statement as filed on April 30, 2013. The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other
changes.

 Furthermore, we are providing the following responses to your comment letter, dated May 21, 2013, regarding the
Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2. The responses
and information described below are based upon information provided to us by the Registrant. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Registration Statement.

 Capitalization, page 44

1.
Please confirm that once the distribution ratio is known, the pro forma 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.

 The Registrant
advises the Staff that the line item “Common stock (par value $0.0001)” will be $-0- in the pro forma column of the capitalization table and the unaudited pro forma combined balance sheet. Given that the amounts are expressed in millions
of dollars and the par value per share is $0.0001, the line item “Common stock (par value $0.0001)” will be shown as $-0- so long as the number of issued and outstanding shares of common stock of the Registrant is less than 5,000,000,000.
As of May 20, 2013, the total number of issued and outstanding shares of common stock of SAIC, Inc. (“Parent”) was 342,518,407. The Registrant advises the Staff that the number of shares of common stock of the Registrant issued and
outstanding following the spin-off will be lower than the current number of issued and outstanding shares of Parent. Accordingly, the line item “Common stock (par value $0.0001)” expressed in millions of dollars will be $-0-.

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 expect 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 agreements will
be finalized prior to effectiveness. To the extent that such agreements may not be finalized prior to effectiveness, please explain further how you determined that the pro forma adjustments related to such indebtedness meet the factually supportable
criteria of Article 11(b)(6) of Regulation S-X.

 The Registrant advises the Staff that it expects to enter
into a definitive credit agreement and file the credit agreement as an exhibit to the Registration Statement prior to requesting effectiveness of the Registration Statement. The Registrant expects to incur the indebtedness under the credit agreement
following the effectiveness of the Registration Statement, and the incurrence of such indebtedness will be a stated condition to the completion of the separation.

 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.

 In response to the Staff’s comment, the Registrant has deleted reference
to the type of contracts awarded as a driver of the decrease in bookings and backlog. The type of contract (for example, cost-reimbursement versus firm-fixed-price) awarded does not

 -2-

impact the amount of bookings and backlog recorded in a period. While certain other characteristics of the contracts awarded, such as whether the contract is a standard contract or a master
agreement and the duration of the contract, impact the amount of bookings and backlog recorded in a period, this concept is embodied in the Registrant’s reference to the impact of the timing of awards.

Notes to Combined Financial Statements

Note 1. Summary of Significant Accounting Policies

 Principles of Combination and Basis of Presentation, 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 allocation. 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.

 The
Registrant prepared the financial statements to include all relevant activities that have been a part of the history of the business and which can be expected to be repeated as the business continues in the future. The Registrant considered the
criteria in SAB Topic 5.Z(7) by analogy in preparing the financial statements, which depict the Technical, Engineering and Enterprise Information Technology business whose assets and results of operations are operationally and financially separable
from Parent’s and whose business is dissimilar from Parent’s. Further, the Registrant has not included or excluded profitable or unprofitable businesses that would distort the historical track record of management.

The components referenced in the Registrant’s response to the prior comment were discrete business operations
(“operations”). Parent’s Groups are comprised of business units, which in turn are comprised of operations. Each operation is managed by an operations manager who is accountable for the financial and operating performance of
the operation. Each operation’s results are evaluated by business unit management, whose performance in turn is evaluated by Group management. As an operation constitutes a defined, separately managed element of Parent’s
organizational structure for which discrete financial information is maintained and used as a basis for management decisions, these operations meet the definition of a component of a business.

 -3-

 Parent’s primary impetus for the spin-off is to reduce regulatory constraints in the
pursuit of business opportunities. Currently, organizational conflicts of interest preclude those Parent operations providing technical, engineering or enterprise IT services from pursuing certain U.S. government opportunities where
Parent’s national security, health and engineering solutions business is providing a conflicting offering and vice versa. With this contextual background, the determination of which components to transfer to New SAIC was based on an
assessment of the nature of the work performed and the markets served by each operation. Those operations providing technical, engineering or enterprise IT services to the U.S. government were designated as part of New SAIC (i.e. –
Services Business). The operations comprising the future Leidos Holdings, Inc. (“Leidos”) provide national security, health and engineering solutions (i.e. – Solutions Business), which are not operations that provide technical,
engineering or enterprise IT services to the U.S. Government.

 The components of the business that were transferred to New SAIC
were operated autonomously before the spin-off and will be operated autonomously after the spin-off. Prior to the separation, certain operations of New SAIC share common facilities and costs with operations of Leidos. Subsequent to the
spin-off, New SAIC and Leidos will have independent cost structures and will not share common facilities.

 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 arrangements 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 segments 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.

 As disclosed in the Registrant’s amended Form 10 filing, prior to
February 1, 2013, the business activities of the Registrant are comprised of the majority of Parent’s former Defense Solutions Group’s business operations and a minority portion of the former Health, Energy and Civil Solutions
Group’s business operations (that is, those that provide enterprise information technology (IT) services to U.S. Government civilian agencies and align with the Defense Solutions Group’s business operations that provide enterprise
information technology to the Department of Defense). Effective February 1, 2013, in preparation for the separation, the Parent realigned these business operations (the majority of the Defense Solutions Group and a minority portion of the
Health, Energy, and Civil Solutions Group, respectively) into a single segment named Technical Services and Information Technology (TSIT), which will become the entirety of New SAIC and upon separation, the TSIT segment president will become the
CODM of New SAIC.

 -4-

 While a substantial majority of Parent’s and New SAIC’s revenues are derived from
services provided through contractual arrangements with the U.S. Government, Parent’s former Defense Solutions Group and its former Health, Engineering and Civil Solutions Group did not meet the aggregation criteria of ASC 280 to be combined
together as they were then structured.

 Parent’s former Defense Solutions Group provided systems engineering, specialized
technical engineering, and information technology services to agencies of the Department of Defense and, accordingly, was subject to a regulatory environment governed by U.S. Government Cost Accounting Standards (CAS) and Federal Acquisition
Regulations (FAR).

 Parent’s former Health, Engineering and Civil Solutions (HECS) Group included a minority portion of
enterprise IT services provided to U.S. Government civilian agencies. This is the portion that was transitioned to New SAIC because it clearly aligned with the information technology services the Registrant provides to the Department of Defense in
the Defense Solutions group and clearly meets the aggregation criteria with the Defense Solutions Group services. The remainder of the HECS Group (now Parent’s Health and Engineering segment) is comprised of non-intrusive cargo and checked
baggage inspection products and maintenance sold on a fixed price basis to the U.S. Government based on a commercial pricing schedule as well as international customers (does not meet aggregation criteria), the design and construction of buildings
and power plants primarily for commercial customers (does not meet the aggregation criteria), and health IT consulting services that include implementation of electronic health record systems for commercial customers such as hospitals and clinics
(does not meet the aggregation criteria). Additionally, the HECS Group’s offerings to commercial customers are not subject to a regulatory environment governed by CAS and FAR and typically generated higher operating margins than the portions of
the HECS Group which provided enterprise IT services for U.S. Government civilian agencies.

 The Parent’s former HECS
Group’s services, customers and economic characteristics (apart from the relatively small portion of the Group transitioned to New SAIC focused on providing enterprise IT services to U.S. Government civilian agencies) are dissimilar to those of
the former Defense Solutions Group. Therefore, it was not appropriate to aggregate the HECS Group with the former Defense Solutions Group.

 -5-

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

6.
In your response to prior comment 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 that 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.

 In response to the Staff’s comment, the Registrant has revised its disclosure on page 24 of Amendment No. 2 to clarify that the CityTime contract is not a component of the Registrant’s
business.

 * * * *

 -6-

 The Registrant is aware of its obligations under the Securities Exchange Act of 1934, as
amended. The Registrant acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to filing;
and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please do not hesitate to call Gary L. Sellers at 212-455-2695 or Xavier Kowalski at
212-455-3804, with any questions or further comments you may have regarding the filing or if you wish to discuss the above responses.

 * * * *

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

 cc:         Securities and Exchange Commission

Kathleen Collins

 Mark P. Shuman

 Laura Veator

              SAIC Gemini, Inc.

Paul Greiner

John Hartley

Raymond Veldman

 -7-

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

CORRESP
1
filename1.htm

Correspondence

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

 (212) 455-2000

FACSIMILE (212) 455-2502

 April 30, 2013

 VIA COURIER AND EDGAR

Re:
SAIC Gemini, Inc.

Amendment No. 1 to Registration

Statement on Form 10-12B

File No. 001-35832

 Ms. Luna
Bloom

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Dear Ms. Bloom:

 On behalf of SAIC Gemini, Inc. (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities and
Exchange Commission the above-referenced amendment (“Amendment No. 1”) to the above-referenced registration statement (the “Registration Statement”), marked to show changes from the Registration Statement as filed on
March 7, 2013. The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

 Furthermore, we are providing the following responses to your comment letter, dated April 4, 2013, regarding the Registration Statement. To assist your review, we have retyped the text of the
Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. The responses and information described below are based upon information provided to us by
the Registrant. Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in the Registration Statement.

 -2-

 General

1.
Please file all of your exhibits that are to be filed by amendment as soon as practicable. We will need adequate time to review and, if necessary, comment upon your
disclosure regarding them. Tell us whether the form of solvency and tax opinions will be exhibits to the distribution agreement, as well as whether you otherwise plan to file those opinions. If you do not plan to file the solvency opinions, please
provide their forms to us with your response.

 The Registrant will file any remaining required exhibits in
one or more future pre-effective amendments. The Registrant understands that the Staff requires a reasonable amount of time for review. The form of solvency and tax opinions will not be exhibits to the distribution agreement, and the Registrant does
not intend to file those opinions as part of the Registration Statement. The opinions will not contain any information material to investors that is not already described in the Registration Statement.

In response to the Staff’s comment, we note that the receipt by SAIC, Inc. (“Parent”) of a written solvency opinion from a
financial advisor is a stated condition to the completion of the spin-off for the sole benefit of Parent’s board of directors. Parent is not required to obtain a solvency opinion from any specific financial advisor or in any predetermined form,
and Parent may waive the condition in its sole discretion. In addition, the Registrant respectfully advises the Staff that the solvency opinions will not be finalized and delivered, if at all, until after the Registration Statement is declared
effective. In any event, the Registrant does not anticipate that the solvency opinion, if delivered, will contain any unusual or extraordinary terms or conditions as compared to solvency opinions provided in other similar spin-off transactions.

 As described in our response to Comment 2 below, we note that the Registrant has provided the pro forma balance sheet
information in Amendment No. 1 that was not furnished in the initial filing of the Registration Statement showing the amount of the expected incurrence of indebtedness by the Registrant and the amount of the intercompany dividend that the
Registrant expects to pay to Parent prior to the spin-off.

 Summary of the Spin-Off

Conditions to the Spin-Off, page 11

2.
Provide a cross reference to an appropriate section of the body of the Information Statement where you provide additional disclosure that summarizes the material
assumptions, limitations and conclusions of the solvency opinions, as well as the impact of those opinions in selecting the total debt level and the allocation of the indebtedness between SAIC, Inc. and New SAIC. Explain why and how the debt has
been allocated between the companies. To the extent that the indebtedness levels of SAIC, Inc. or New SAIC are expected to vary materially from the historical debt levels, expand Management’s Discussion and Analysis and other appropriate
sections of the Information Statement such as Description of Material Indebtedness.

 -3-

 The Registrant has revised its disclosure on pages 39, 57 and 104 of Amendment No. 1 to
more specifically describe how Parent and the Registrant will determine the amount of debt to be raised by the Registrant immediately prior to the spin-off, the amount of the intercompany dividend from the Registrant to Parent and the resulting
total debt at each of the Registrant and Parent after giving effect to the spin-off. The Registrant respectfully advises the Staff that it will include the amount of the debt that the Registrant will incur and the amount of the proceeds of such debt
that will be distributed to Parent in a subsequent pre-effective amendment to the Registration Statement.

 The Registrant
respectfully advises the Staff that the board of directors of Parent will not select the total debt level and the allocation of the debt between the Registrant and Parent on the basis of the solvency opinions. Rather, the board will determine the
amount and allocation of the debt based on the anticipated trading levels of the common stock of both companies, credit ratings considerations and the health and liquidity of the debt markets at the time the debt is incurred. It is the objective of
the board of directors of Parent to create two well-capitalized and financially viable companies. As described in the response to Comment 1 above, the Registrant respectfully advises the Staff that the distribution agreement will not require any
predetermined form of solvency opinion and that the solvency opinion will not be finalized and delivered until after the Registration Statement is declared effective. Accordingly, the Registrant does not believe that additional disclosure regarding
the content of the solvency opinions would be appropriate or beneficial to investors.

 Risks Relating to Our Business, page 16

3.
Please continue to update your risk factor disclosures to reflect any known changes in the impact that sequestration cuts may have on your business, as well as
changes in the status of the U.S. Government’s continuing resolution as it relates to federal funding.

As requested by the Staff, the Registrant will continue to update its risk factor disclosures to reflect any known changes in the impact
that sequestration cuts may have on its business or the status of the U.S. Government’s continuing resolution as it relates to federal funding. With respect to Amendment No. 1, no matters have arisen which warrant an update to the risk
factor entitled “A decline in the U.S. Government defense budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenues and limit our growth prospects.” However,
the Registrant has revised its disclosure on page 17 of Amendment No. 1 in response to the approval of certain U.S. Government fiscal year 2013 spending bills and the extension of the continuing resolution for other U.S. Government agencies
under “Because we depend on U.S. Government contracts, a delay in the completion of the U.S. Government’s budget process could delay procurement of the services and solutions we provide and have an adverse effect on our future
revenues.”

 “The U.S. Government may terminate, cancel, modify or curtail any of our contracts…,” page 20

4.
 Provide a brief summary of the extent to which the Government has terminated, canceled, modified or curtailed your contracts in recent periods, and
summarize any material

 -4-

impacts in quantitative as well as qualitative terms. In the Business section discussion of your Government contracts, provide a materially complete discussion of your historical experience
with renegotiation or modification of the U.S. Government and the effects of such events on you. We refer you to Item 101(c)(ix) of Regulation S-K.

 The Registrant advises the Staff that, in the past three fiscal years, there have been only two instances where its U.S. Government customers have significantly terminated, canceled, modified or curtailed
the scope of negotiated contracts. First, during fiscal 2012, the U.S. Army terminated for convenience the $2.7 billion Brigade Combat Team Modernization contract, which resulted in the elimination of approximately $500 million in contract
backlog. Secondly, during the first quarter of fiscal 2014, a contracting officer terminated a task order for cause relating to performance of services to the U.S. Army National Guard Enterprise Operations and Security Services center, which is
expected to result in the elimination of approximately $58 million in contract backlog in fiscal 2014. The Company is in the process of challenging the termination of this task order. In response to the Staff’s comment, the Registrant has
updated its disclosure on pages 69 and F-26 of Amendment No. 1 to include this information.

 Unaudited Pro Forma Combined Financial
Statements, page 46

5.
We note that your unaudited pro forma combined financial statements give effect to the incurrence of indebtedness and a distribution to Parent. Please tell us when
you expect the approvals and agreements relating to these transactions to be finalized. Also, please confirm that you plan to only include pro forma adjustments for these transactions to the extent all of the agreements have been finalized.
Otherwise, please tell us why you consider these adjustments to be factually supportable.

 The Registrant
has updated its disclosure on pages 46-50 of Amendment No. 1 to reflect pro forma adjustments giving effect to the incurrence of indebtedness and a distribution to Parent. The adjustments presented represent the Registrant’s expectation as
to the amount and general terms of the indebtedness that it has discussed with lenders and anticipates will be finalized prior to the spin-off. At the time the Registrant requests the Registration Statement to be declared effective, the Registrant
expects that it will have a term sheet from the lenders regarding such indebtedness which confirms the amount of the indebtedness to be incurred and sets forth the material covenants and conditions and other materials terms to be contained in the
definitive credit agreement. In addition, the distribution to Parent will have been fully discussed and reviewed by Parent’s Board of Directors. Accordingly, the Registrant believes that the amount of indebtedness and the distribution to Parent
will not change materially prior to the spin-off and is factually supportable.

6.
 We note that your unaudited pro forma combined financial statements give effect to the transactions contemplated by the Distribution Agreement and
related separation agreements. Please clarify your disclosure to describe which transactions will be reflected in your pro forma adjustments. In your response, please clarify whether you will include adjustments related to: 1) the transfer of assets
and the assumption of liabilities included in the Distribution Agreement disclosed on page 100; 2) employment,

 -5-

compensation and benefits arrangements included in the Employee Matters Agreement disclosed on page 101; and 3) fees related to transition services provided by the Parent under the Transition
Services Agreement disclosed on page 101. Also, please tell us the factors you considered in determining whether to include these adjustments and specifically address how you applied the guidance in Article 11-02(b)(6) of Regulation S-X.

 At present, the Registrant expects the transactions that will be reflected in its pro forma adjustments to
consist only of the adjustments reflected on pages 46-50 of Amendment No. 1. As requested by the Staff, the Registrant has clarified the disclosure appearing on pages 15 and 46 of Amendment No. 1 as to the nature of the pro forma
adjustments.

 The Registrant does not anticipate that the transfers of assets and assumptions of liabilities to be effected by
the Distribution Agreement will differ in any material respect from the assets and liabilities reflected in the Registrant’s financial statements included in Amendment No. 1. The Registrant does not presently expect employment,
compensation and benefits arrangements or fees related to transition services agreements to have a material continuing impact on its results of operations.

 The Registrant respectfully advises the Staff that there are no other pro forma adjustments which meet the guidance in Article 11-02(b)(6) of Regulation S-X. The pro forma adjustments included in the
Unaudited Pro Forma Combined Statement of Income on page 47 of Amendment No. 1 only give effect to events that are (i) directly attributable to the transaction; (ii) expected to have a continuing impact on the Registrant; and
(iii) factually supportable. Similarly, the pro forma adjustments included in the Unaudited Pro Forma Combined Balance Sheet on page 48 of Amendment No. 1 only give effect to events that are directly attributable to the transaction and
factually supportable, regardless of whether they have a continuing impact or are nonrecurring.

7.
We will need sufficient time to process your amendments once your pro forma adjustments are finalized and the dollar amounts are known and we may have further
comments at such time.

 The Registrant has revised its disclosure on pages 46-50 of Amendment No. 1 to
include additional information regarding the pro forma adjustments. The Registrant acknowledges that the Staff will need sufficient time to review the pro forma financial statements if there are any changes to such adjustments.

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

Liquidity and Capital Resources, page 57

8.
Please update your disclosure to reflect the terms of the debt once finalized. To the extent that the relevant terms of such facilities are known, although not yet
finalized, please provide the material terms including amounts available, related interest rates, maturity dates, collateral requirements, and any other material terms believed to be beneficial.

 -6-

 Consistent with the response to Comment 5, the Registrant has revised its disclosure on
pages 46-50 of Amendment No. 1 to reflect pro forma adjustments giving effect to the incurrence of indebtedness and a distribution to Parent. The amounts presented represent the Registrant’s expectation as to the amount and terms of the
debt and the amount of the distribution to Parent that will be approved and finalized. Such amounts and terms are not expected to change materially prior to the spin-off.

 The Registrant expects to finalize a term sheet from lenders which confirms the amount of the debt to be incurred and sets forth the material covenants and conditions and other materials terms to be
contained in the definitive credit agreement. The Registrant will update its disclosure to reflect the terms of the debt in a subsequent pre-effective amendment to the Registration Statement, including amounts available, related interest rates,
maturity dates, collateral requirements and any other material terms that the Registrant believes to be beneficial to investors in the Registrant’s common stock.

 Goodwill and Intangible Assets Impairment, page 61

9.
We note that you face uncertainty in your business environment due to the substantial fiscal and economic challenges facing the U.S. Government, your primary
customer and that adverse changes in fiscal and economic conditions, such as the im

April 4 , 2013

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

Re: SAIC Gemini , Inc.
 Form 10
Filed March 7 , 201 3
File No. 001-35832

Dear Mr. Veldman :

We have reviewed your 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 circumstance s 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.

General

1. Please file all of your exhibits that are to be filed by amendment as soon as practicable.  We
will need adequate time to review and, if necessary, comment upon your disclosure
regarding them.  Tell us whether the form of solvency and tax opinions will be exhibits to
the distribution agreement, as well as whether you otherwise plan to file those opinions.  If
you do not plan to file the solvency opinions, please provide their forms to us with your
response.

Summary of the Spin -Off

Conditions to the Spin -Off, page 11

2. Provide a cross reference to an appropriate section of the body of the Information
Statement where you provide additional disclosure that summarizes the material

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 2

 assumptions, limitations and conclusions of the solvency opinions, as well as t he impact of
those opinions in selecting the total debt level and the allocation of the indebtedness
between SAIC, Inc. and New SAIC.  Explain why and how the debt has been allocated
between the companies.  To the extent that the indebtedness levels of SAI C, Inc. or New
SAIC are expected to vary materially from the historical debt levels, expand Management’s
Discussion and Analysis and other appropriate sections of the Information Statement such
as Description of Material Indebtedness.

Risks Relating  to Our Business, page 16

3. Please continue to update your risk factor disclosures to reflect any known changes in the
impact that sequestration cuts may have on your business, as well as changes in the status
of the U.S. Government’s continuing resolution as it relates to federal funding.

“The U.S. Government may terminate, cancel, modify or curtail any of our contracts…,”  page 20

4. Provide a brief summary of the extent to which the Government has terminated, canceled,
modified or curtailed your contracts in recent periods, and summarize any material impacts
in quantitative as well as qualitative terms.  In the Business section discussion of your
Government contracts, provide a materially complete discussion of your historical
experience with renegotiation or modification of the U.S. Government and the effects of
such events on you.  We refer you to Item 101(c)(ix) of Regulation S -K.

Unaudited Pro Forma Combined Financial Statements, page 46

5. We note that your unaudited pro forma combined financial statements give effect to the
incurrence of indebtedness and a distribution to Parent.  Please tell us when you expect the
approvals and agreements relating to these transactions to be finalized.  Al so, please
confirm that you plan to only include pro forma adjustments for these transactions to the
extent all of the agreements have been finalized. Otherwise, please tell us why you consider
these adjustments to be factually supportable.

6. We note that your unaudited pro forma combined financial statements give effect to the
transactions contemplated by the Distribution Agreement and related separation
agreements.  Please clarify your disclosure to describe which transactions will be reflected
in your pr o forma adjustments.  In your response, please clarify whether you will include
adjustments related to: 1) the transfer of assets and the assumption of liabilities included in
the Distribution Agreement disclosed on page 100; 2) employment, compensation an d
benefits arrangements included in the Employee Matters Agreement disclosed on page 101;
and 3) fees related to transition services provided by the Parent under the Transition
Services Agreement disclosed on page 101.  Also, please tell us the factors you  considered
in determining whether to include these adjustments and specifically address how you
applied the guidance in Article 11 -02(b)(6) of Regulation S -X.

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 3

 7. We will need sufficient time to process your amendments once your pro forma adjustments
are fi nalized and the dollar amounts are known and we may have further comments at such
time.

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

Liquidity and Capital Resources, page 57

8. Please update your disclosure to ref lect the terms of the debt once finalized.  To the extent
that the relevant terms of such facilities are known, although not yet finalized, please
provide the material terms including amounts available, related interest rates, maturity
dates, collateral re quirements, and any other material terms believed to be beneficial.

Goodwill and Intangible Assets Impairment, page 61

9. We note that you face uncertainty in your business environment due to the substantial fiscal
and economic challenges facing the U.S. G overnment, your primary customer and that
adverse changes in fiscal and economic conditions, such as the implementation of
sequestration, could result in an impairment of goodwill.  Please clarify the reporting units
you have identified for purposes of goo dwill impairment testing.  Further, to the extent that
your reporting units’ estimated fair value is not substantially in excess of the carrying value
and is potentially at risk of failing step one of your goodwill impairment analysis, please
tell us and d isclose the following:

 the percentage by which the fair value of the reporting unit exceeded the carrying
value as of the date of the most recent test;
 discuss the degree of uncertainty associated with the key assumptions; and
 describe the potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions used in determining fair value;

If you have determined that the estimated fair value substantially exceeds the carrying
value for your report ing units, please disclose this determination. Lastly, please tell us if
you have identified any indicators of impairment or changes in fair value subsequent to
the most recent balance sheet date and what consideration you gave to disclosing these
factors.

Properties , page 73

10. Please clarify in your Information Statement whether the leased and owned properties
described are currently shared with other business units of SAIC, Inc. and what the
expectation is for the use of those properties after the separ ation.  For example, please
clarify whether the leases will be assigned to New SAIC, subleased from SAIC, Inc. or
whether there is another arrangement currently contemplated.

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 4

 Management, page 76

11. Please provide Mr. Keenan’s current position with SAIC, I nc.

Executive Compensation

Compensation Discussion and Analysis, page 80

12. We note the several “Going Forward” sections in your Compensation Discussion and
Analysis.  Please advise whether New SAIC has developed any more specific plans or
arrangements rel ating to the prospective compensation of its executives and if so, please
disclose such plans.  If not, please advise on when it is expected that such plans will be
finalized.

Certain Relationships and Related Party Transactions, page 100

13. Please ensure that the material rights and obligations of New SAIC and its affiliates under
the agreements discussed in this section are described in a materially complete manner.
Eliminate the phrase “in their entirety” from the final sentence of the fir st paragraph of this
section.  We may have specific comments concerning the descriptions of the related party
agreements  once they have been filed.

14. We note your disclosure on page 78 that it is anticipated that your Ethics and Corporate
Responsibility C ommittee will be responsible for reviewing and assessing any policies and
procedures related to related party transactions.  Please provide the disclosure required by
Item 404(b) of Regulation S -K as it applies to New SAIC  in the Certain Relationships and
Related Party Transactions section  of the Information Statement .

Notes to Combined Financial Statements

Note 1.  Summary of Significant Accounting Policies

Principles of Combination and Basis of Presentation, page F -7

15. We note your disclosure that the c ombined balance sheets of the company include certain
Parent assets and liabilities that are specifically identifiable or otherwise attributable to the
company and will be transferred to the company in connection with the separation.  Please
tell us how th e exclusion of assets and liabilities that will not be transferred to the company
in connection with the separation results in a presentation that is representative of the
company as if it had operated on a stand -alone basis.  In this regard, please explai n further
how you determined that your business represents a discrete portion of Parent’s overall
business.

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 5

 Note 3.  Goodwill and Intangible Assets, page F -15

16. Please tell us how you determined the amount of goodwill and intangibles to attribute to the
company.   Please clarify your disclosures accordingly.  Also, please clarify whether you
adopted the guidance in ASU 2011 -08 on February 1, 2012 and if so, tell us how this
guidance is reflected in your current policy footnote disclosures.

Note 8.  Leases,  page F -24

17. We note that the company occupies most of its facilities under operating leases.   Please
clarify whether the rental expense and the future minimum lease commitments that you
disclose are allocated expenses and, if so, describe how such amounts were determined.

Note 10.  Business Segment Information, page F -25

18. We note that your two o perating segments, technical and engineering services and
enterprise IT services, are aggregated into one reporting segment because they have similar
economic characteristics and meet the other aggregation criteria in ASC 280.  Please
explain further how y ou applied the factors in ASC 280 -10-50-22 in making this
determination.  Also, please tell us how these operating segments have previously been
reflected in the reporting segments in the Parent’s financial statements and explain any
differences in present ation between the Parent’s financial statements and your financial
statements.

Note 11.  Legal Proceedings

General, page F -25

19. We note the disclosure of legal proceedings relating to Data Privacy Litigation, Derivative
& Securities Litigation, Greek Government Contract and Nuclear Regulatory Commission
in the Parent’s Form 10 -K for the year ended January 31 2013.   Please tell us what
consideration you gave to whether any liabilities or contingent liabilities relating to these
matters are attributable to the company, and to including any related liabilities or
disclosures in these financial statements.

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

20. We note the disclosure in the Parent’s Form 10 -K for the year end ed January 31, 2013 that
in March 2012, Parent reached a settlement with the U.S. Attorney’s Office and the City of
New York relating to the CityTime investigation, whereby Parent paid approximately $500
million.  Please tell us if any settlement expenses relating to this matter are recorded in the
company’s financial statements and explain the factors you considered in making this
determination.

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 6

 21. We note that communications with relevant government agencies concerning your specific
obligations relating to  the deferred prosecution agreement with the U.S. Attorney’s Office
for the Southern District of New York and the administrative agreement with the U.S.
Army are expected to be completed prior to separation.  Please update your disclosure to
reflect your s pecific obligations under these agreements once completed.

National Center for Critical Information Processing and Storage Contract, page F -26

22. We note that in September 2011, Parent and the U.S. Department of Justice settled the
matter relating to the  National Center of Critical Information Processing and Storage
Contract for $25 million.  We further note from your disclosures on page 57 that you
recorded an expense of $22 million related to this matter.  Please revise your footnote
disclosures to indi cate the amount of expense recorded related to this matter and tell us how
you determined such amount.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the discl osures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

Raymond Veldman
SAIC Gemini , Inc.
April 4, 2013
Page 7

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 relate d 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  – Legal

cc:  Via E -Mail
 Paul Greiner

CORRESP
1
filename1.htm

Correspondence

 March 7, 2013

 VIA EDGAR

 Re: SAIC Gemini, Inc.

       Registration Statement on Form 10

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On
behalf of SAIC Gemini, Inc., a Delaware corporation (the “Company”), we hereby transmit for electronic filing, pursuant to Rule 101(a) of Regulation S-T, a Registration Statement on Form 10 (the “Registration Statement”) relating
to the registration of the Company’s common stock in connection with the previously announced plan for SAIC, Inc. to separate into two independent, publicly traded companies.

As previously discussed with Kathleen Collins, Accounting Branch Chief, the Company has included in the Registration Statement audited
historical combined financial statements for each of the two fiscal years ended January 31, 2012 and unaudited historical combined financial statements for the nine months ended October 31, 2012 (the “unaudited nine month financial
statements”). These unaudited nine month financial statements are being provided in lieu of a third year of audited financial statements for purposes of this initial Registration Statement. Prior to requesting that the Commission accelerate the
effectiveness of the Registration Statement, the Company will file an amendment to the Registration Statement

March 7, 2013

 Page
 2

that will include audited historical combined financial information for each of the three fiscal years ended January 31, 2013. Furthermore, as discussed with Ms. Collins, management has
annualized these unaudited nine month financial statement amounts for purposes of comparing fiscal year 2013 revenues, operating income and net income to the comparable fiscal year 2012 amounts as these unaudited nine month financial statements are
believed to be reflective of trending for the fiscal year ended January 31, 2013 (accordingly, the Company has not included comparable financial statements for the nine months ended October 31, 2011 within the Registration Statement). The
Company acknowledges that these annualized amounts represent non-GAAP financial measures. The next amendment to the Form 10 will remove these annualized non-GAAP amounts and replace them with the actual GAAP amounts for the fiscal year ended
January 31, 2013.

 Should you have any questions related to financial statements and related matters, please contact the
undersigned at (858)826-6421. For all other matters, please contact Raymond L. Veldman at (703)676-5361.

Sincerely,

 /s/ John R. Hartley

 John R. Hartley

Senior Vice President and Controller

SAIC, Inc.