(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Exhibit Number | Description of Exhibit | |
Asset Purchase Agreement, dated February 5, 2020, by and among Science Applications International Corporation, Inc., a Delaware corporation and Unisys Corporation, a Delaware corporation. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K as filed with the SEC on February 6, 2020. | ||
Consent of KPMG LLP, independent auditors of Unisys Federal. | ||
Press Release, dated March 16, 2020. Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K as filed with the SEC on March 16, 2020. | ||
Audited combined financial statements of Unisys Federal as of and for the year ended December 31, 2019. | ||
Unaudited pro forma condensed, consolidated, and combined financial information as of and for the twelve months ended January 31, 2020. | ||
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
By: | /s/ Steven G. Mahon | |
Steven G. Mahon | ||
Executive Vice President, General Counsel and Corporate Secretary |
Independent Auditors' Report | 3 | |
COMBINED STATEMENT OF INCOME | 4 | |
COMBINED BALANCE SHEET | 5 | |
COMBINED STATEMENT OF CASH FLOWS | 6 | |
COMBINED STATEMENT OF CHANGES IN NET PARENT INVESTMENT | 7 | |
NOTES TO COMBINED FINANCIAL STATEMENTS | 8 |
Year ended December 31, | 2019 | ||
Revenue | $ | 725.9 | |
Costs and Expenses: | |||
Cost of Revenue (Note 1) | 600.7 | ||
Selling, general and administrative expenses (Note 1) | 55.9 | ||
Research and development expenses (Note 1) | 2.5 | ||
Income before income taxes | 66.8 | ||
Provision for income taxes (Note 5) | 17.4 | ||
Combined net income | $ | 49.4 | |
See notes to combined financial statements. |
As of December 31, | 2019 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ | — | |
Accounts receivable, net | 77.3 | ||
Contract assets (Note 7) | 14.6 | ||
Prepaid expenses and other current assets | 17.4 | ||
Total current assets | 109.3 | ||
Properties (Note 9) | 22.0 | ||
Less - Accumulated depreciation and amortization | 13.6 | ||
Properties, net | 8.4 | ||
Operating lease right-of-use assets (Note 4) | 55.7 | ||
Deferred income taxes (Note 5) | 23.3 | ||
Goodwill (Note 10) | 66.8 | ||
Other long-term assets | 2.9 | ||
Total assets | $ | 266.4 | |
Liabilities and net Parent investment | |||
Current liabilities: | |||
Short-term operating lease liabilities (Note 4) | $ | 35.9 | |
Accounts payable | 45.0 | ||
Deferred revenue (Note 7) | 42.2 | ||
Other accrued liabilities (Note 11) | 20.6 | ||
Total current liabilities | 143.7 | ||
Long-term operating lease liabilities (Note 4) | 27.6 | ||
Other long-term liabilities | 0.7 | ||
Total liabilities | 172.0 | ||
Commitments and contingencies (Notes 4 and 13) | |||
Net Parent investment | |||
Net Parent investment | 94.4 | ||
Total liabilities and net Parent investment | $ | 266.4 | |
See notes to combined financial statements. |
Year ended December 31, | 2019 | ||
Cash flows from operating activities | |||
Combined net income | $ | 49.4 | |
Adjustments to reconcile combined net income to net cash provided by operating activities: | |||
Depreciation and amortization | 2.3 | ||
Other non-cash operating activities | 0.2 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 2.6 | ||
Inventories | (1.6 | ) | |
Other assets | (15.9 | ) | |
Accounts payable and other accrued liabilities | 45.0 | ||
Other liabilities | (8.7 | ) | |
Net cash provided by operating activities | 73.3 | ||
Cash flows from investing activities | |||
Capital additions | (1.6 | ) | |
Net cash used for investing activities | (1.6 | ) | |
Cash flows from financing activities | |||
Net transfers to Parent | (72.0 | ) | |
Other | 0.3 | ||
Net cash used for financing activities | (71.7 | ) | |
Increase in cash and cash equivalents | — | ||
Cash and cash equivalents, beginning of year | — | ||
Cash and cash equivalents, end of year | $ | — | |
See notes to combined financial statements. |
Net parent investment | |||
Balance as of January 1, 2019 | $ | 117.0 | |
Net income | 49.4 | ||
Net transfers to Parent | (72.0 | ) | |
Balance as of December 31, 2019 | $ | 94.4 | |
See notes to combined financial statements. |
Year ended December 31, 2019 | Cost of Revenue | SG&A | R&D | Total | |||||||||||
Corporate staff | $ | — | $ | 2.5 | $ | — | $ | 2.5 | |||||||
Facilities | 1.5 | 2.8 | — | 4.3 | |||||||||||
Finance | — | 2.1 | — | 2.1 | |||||||||||
HR | 0.4 | 2.9 | — | 3.3 | |||||||||||
IT | 5.9 | 0.4 | — | 6.3 | |||||||||||
Legal | — | 2.1 | — | 2.1 | |||||||||||
Marketing | — | 6.2 | — | 6.2 | |||||||||||
Research and development | — | — | 2.5 | 2.5 | |||||||||||
Restricted stock units | — | 1.3 | — | 1.3 | |||||||||||
Sales | — | 1.3 | — | 1.3 | |||||||||||
Platform to sales | 1.9 | 0.2 | — | 2.1 | |||||||||||
Corporate admin and corporate other | 0.7 | 5.9 | — | 6.6 | |||||||||||
Total | $ | 10.4 | $ | 27.7 | $ | 2.5 | $ | 40.6 |
2019 | |||
Operating lease cost | $ | 31.7 | |
Short-term lease costs | 1.0 | ||
Variable lease cost | 2.1 | ||
Total lease cost | $ | 34.8 |
2019 | |||
Operating Leases | |||
Operating lease right-of-use assets | $ | 55.7 | |
Short-term operating lease liabilities | 35.9 | ||
Long-term operating lease liabilities | 27.6 | ||
Total operating lease liabilities | $ | 63.5 | |
Weighted Average of Remaining Term of Operating Leases (in years) | 2.85 | ||
Weighted Average Discount rate of Operating Leases | 6.12 | % |
Year ending December 31, | 2019 | ||
2020 | $ | 38.5 | |
2021 | 10.8 | ||
2022 | 7.5 | ||
2023 | 5.0 | ||
2024 | 4.6 | ||
Thereafter | 2.8 | ||
Total lease payments | 69.2 | ||
Less imputed interest | 5.7 | ||
Total | $ | 63.5 |
Year ended December 31, | 2019 | ||
Income before income taxes | $ | 66.8 | |
Provision for income taxes | |||
Current | 28.7 | ||
Deferred | (11.3 | ) | |
Total provision for income taxes | $ | 17.4 |
Year ended December 31, | 2019 | ||
United States statutory income tax provision | $ | 14.0 | |
State income taxes, net of federal benefit | 3.4 | ||
17.4 | |||
Permanent items | 0.2 | ||
Income tax credits | (0.2 | ) | |
Provision for income taxes | $ | 17.4 |
As of December 31, | 2019 | ||
Deferred tax assets | |||
Deferred revenue | $ | 11.1 | |
Internal-use software | 8.0 | ||
Employee benefits and compensation | 4.1 | ||
Depreciation | 2.0 | ||
Other | 0.5 | ||
Total deferred tax assets | $ | 25.7 | |
Deferred tax liabilities | |||
Goodwill and intangible amortization | 2.4 | ||
Total deferred tax liabilities | $ | 2.4 | |
Net deferred tax assets | $ | 23.3 |
As of December 31, | 2019 | ||
Billed revenue | $ | 35.8 | |
Unbilled revenue | 42.0 | ||
Reserve | (0.5 | ) | |
Accounts receivable, net | $ | 77.3 |
As of December 31, | 2019 | ||
Contract assets - current | $ | 14.6 | |
Deferred revenue - current | (42.2 | ) | |
Deferred revenue - long-term(i) | (0.4 | ) | |
(i) Reported in other long-term liabilities on the combined balance sheet |
Year ended December 31, | 2019 | ||
Revenue recognized that was included in deferred revenue at the beginning of the period | $ | 17.8 |
As of December 31, | 2019 | ||
Short-term deferred commissions | 1.1 | ||
Long-term deferred commissions | 2.2 | ||
Total deferred commissions | $ | 3.3 |
Year ended December 31, | 2019 | ||
Deferred commissions - amortization expense(i) | $ | 0.7 | |
(i) Reported in selling, general and administrative expense on the combined statement of income |
As of December 31, | 2019 | ||
Machinery and office equipment | $ | 6.7 | |
Leasehold Improvements | 3.1 | ||
Fixed Assets In-process | 3.0 | ||
Internal-use software | 9.2 | ||
Properties, gross | 22.0 | ||
Total accumulated depreciation and amortization | (13.6 | ) | |
Properties, net | $ | 8.4 |
As of December 31, | 2019 | ||
Payrolls and commissions | $ | 11.1 | |
Accrued vacations | 7.1 | ||
Other | 2.4 | ||
Total other accrued liabilities | $ | 20.6 |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED BALANCE SHEET As of January 31, 2020 |
Historical | |||||||||||||
SAIC as of January 31, 2020 | Unisys Federal as of December 31, 2019 | Pro Forma Adjustments | Footnote Reference | Pro Forma Combined | |||||||||
(in millions) | |||||||||||||
ASSETS | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 188 | $ | — | $ | (18 | ) | 4.A | $ | 170 | |||
Receivables, net | 1,099 | 77 | (185 | ) | 4.B, 1 | 991 | |||||||
Contract assets | — | 15 | (15 | ) | 1 | — | |||||||
Prepaid expenses and other current assets | — | 17 | (17 | ) | 1 | — | |||||||
Inventories, net | 84 | — | 4 | 1 | 88 | ||||||||
Prepaid expenses | 40 | — | 13 | 1 | 53 | ||||||||
Other current assets | 19 | — | — | 19 | |||||||||
Total current assets | 1,430 | 109 | (218 | ) | 1,321 | ||||||||
Goodwill | 2,139 | 67 | 705 | 4.C | 2,911 | ||||||||
Intangible assets, net | 711 | — | 420 | 4.D | 1,131 | ||||||||
Property, plant, and equipment, net | 91 | 8 | — | 99 | |||||||||
Operating lease right-of-use assets | 190 | 56 | — | 246 | |||||||||
Deferred income taxes | — | 23 | (23 | ) | 4.E | — | |||||||
Other assets | 150 | 3 | 6 | 4.F | 159 | ||||||||
Total assets | $ | 4,711 | $ | 266 | $ | 890 | $ | 5,867 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | 527 | $ | 45 | $ | 25 | 4.G | $ | 597 | ||||
Accrued payroll and other employee benefits | 126 | — | 10 | 1 | 136 | ||||||||
Short-term operating lease liabilities | — | 36 | (36 | ) | 1 | — | |||||||
Deferred revenue | — | 42 | (42 | ) | 1 | — | |||||||
Accrued vacation | 118 | — | 7 | 1 | 125 | ||||||||
Other accrued liabilities | 287 | 21 | 61 | 1 | 369 | ||||||||
Long-term debt, current portion | 70 | — | 6 | 4.H, 3 | 76 | ||||||||
Total current liabilities | 1,128 | 144 | 31 | 1,303 | |||||||||
Long-term debt, net of current portion | 1,851 | — | 972 | 4.H, 3 | 2,823 | ||||||||
Operating lease liabilities | 172 | 28 | — | 200 | |||||||||
Other long-term liabilities | 133 | — | — | 133 | |||||||||
Commitments and contingencies | |||||||||||||
Equity: | |||||||||||||
Common stock | — | — | — | — | |||||||||
Additional paid-in capital | 983 | — | — | 983 | |||||||||
Net parent investment | — | 94 | (94 | ) | 4.I | — | |||||||
Retained earnings | 506 | — | (19 | ) | 4.J | 487 | |||||||
Accumulated other comprehensive loss | (72 | ) | — | — | (72 | ) | |||||||
Total common stockholders’ equity | 1,417 | 94 | (113 | ) | 1,398 | ||||||||
Non-controlling interest | 10 | — | — | 10 | |||||||||
Total stockholders’ equity | 1,427 | 94 | (113 | ) | 1,408 | ||||||||
Total liabilities and stockholders’ equity | $ | 4,711 | $ | 266 | $ | 890 | $ | 5,867 |
UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED STATEMENT OF INCOME For the Twelve Months Ended January 31, 2020 |
Historical | |||||||||||||
SAIC for the Twelve Months Ended January 31, 2020 | Unisys Federal for the Twelve Months Ended December 31, 2019 | Pro Forma Adjustments | Footnote Reference | Pro Forma Combined | |||||||||
(in millions, except per share amounts) | |||||||||||||
Revenues | $ | 6,379 | $ | 726 | $ | — | $ | 7,105 | |||||
Cost of revenues | 5,673 | 601 | 2 | 5.A | 6,276 | ||||||||
Selling, general and administrative expenses | 288 | 56 | 66 | 5.B, 1 | 410 | ||||||||
Acquisition and integration costs | 48 | — | (2 | ) | 5.C | 46 | |||||||
Research and development expenses | — | 3 | (3 | ) | 1 | — | |||||||
Operating income | 370 | 66 | (63 | ) | 373 | ||||||||
Interest expense | 90 | — | 44 | 5.D | 134 | ||||||||
Other (income) expense, net | (6 | ) | — | 3 | 5.E | (3 | ) | ||||||
Income before income taxes | 286 | 66 | (110 | ) | 242 | ||||||||
Provision for income taxes | (57 | ) | (17 | ) | 28 | 5.F | (46 | ) | |||||
Net income | $ | 229 | $ | 49 | $ | (82 | ) | $ | 196 | ||||
Net income attributable to non-controlling interest | 3 | — | — | 3 | |||||||||
Net income attributable to common stockholders | $ | 226 | $ | 49 | $ | (82 | ) | $ | 193 | ||||
Earnings per share: | |||||||||||||
Basic | $ | 3.87 | $ | 3.30 | |||||||||
Diluted | $ | 3.83 | $ | 3.27 | |||||||||
Weighted-average number of shares outstanding: | |||||||||||||
Basic shares | 58.4 | 58.4 | |||||||||||
Diluted shares | 59.0 | 59.0 |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
(i) | reclassification of $15 million of Contract assets to Receivables, net; |
(ii) | reclassification of $17 million of Prepaid expense and other current assets to Prepaid expenses of $13 million and Inventories, net of $4 million; |
(iii) | reclassification of $36 million of Short-term operating lease liabilities to Other accrued liabilities; |
(iv) | reclassification of $42 million of Deferred revenue to Other accrued liabilities; and |
(v) | reclassification of $17 million of Other accrued liabilities to Accrued payroll and other employee benefits of $10 million and Accrued vacation of $7 million. |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
(i) | reclassification of $3 million of Research and development expenses to Selling, general and administrative expenses. |
(in millions) | ||
Cash and cash equivalents | — | |
Receivables, net | 92 | |
Inventories, net | 4 | |
Prepaid expenses | 13 | |
Other current assets | — | |
Intangible assets, net (i) | 420 | |
Property, plant, and equipment, net | 8 | |
Operating lease right of use assets | 56 | |
Other long-term assets | 3 | |
Goodwill | 772 | |
Total assets acquired | 1,368 | |
Accounts payable | 45 | |
Accrued vacation | 7 | |
Other accrued liabilities | 82 | |
Accrued payroll and other employee benefits | 10 | |
Long-term debt, net of current portion | — | |
Operating lease liabilities | 28 | |
Other long-term liabilities | — | |
Total liabilities assumed | 172 | |
Net assets acquired | 1,196 |
(i) | The identifiable intangible assets acquired in the Acquisition consist of backlog, customer relationships, and developed technology with estimated useful lives of 1, 14, and 9 years, respectively. The estimated fair values of these identifiable intangible assets are $60 million, $300 million, and $60 million, respectively. The preliminary estimated fair value of $420 million was determined by utilizing company-specific information made available by Unisys Federal, relevant industry benchmarks, and comparable market transactions. The final valuation may be |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
As of January 31, 2020 | |||
(in millions) | |||
To record the current portion of Term Loan B2 | 6 | ||
Total long-term debt, current portion adjustments | $ | 6 |
As of January 31, 2020 | |||
(in millions) | |||
To record the Term Loan B2 (i) | 578 | ||
To record the Notes (ii) | 394 | ||
Total long-term debt, net of current portion, adjustments | $ | 972 |
(i) | Represents the long-term borrowings, net of $6 million of the current portion and $16 million of debt issuance costs. |
(ii) | Represents the long-term borrowings, net of $6 million of debt issuance costs. |
A) | Cash and cash equivalents were adjusted as follows: |
To record the net proceeds from issuance of the Term Loan B2 and the Notes | 978 | ||
To record the cash proceeds from sale of receivables under the Master Accounts Receivable Purchase Agreement | 200 | ||
To record the cash consideration paid to acquire Unisys Federal | (1,196 | ) | |
Total cash and cash equivalents adjustments | $ | (18 | ) |
B) | Receivables, net were adjusted as follows: |
To reclassify Unisys Federal Contract assets to conform to SAIC presentation (see Note 1) | 15 | ||
To record the non-recourse sale of eligible receivables through the Master Accounts Receivable Purchase Agreement | (200 | ) | |
Total receivables, net adjustments | $ | (185 | ) |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
To remove Unisys Federal historical goodwill | (67 | ) | |
To record goodwill recognized as a result of the Acquisition (see Note 2) | 772 | ||
Total goodwill adjustments | $ | 705 |
To record intangible assets acquired in the Acquisition (see Note 2) | 420 | ||
Total intangible assets, net adjustments | $ | 420 |
To remove historical Unisys Federal deferred tax assets and liabilities as a result of the Acquisition | (23 | ) | |
Total deferred income taxes adjustments | $ | (23 | ) |
To record deferred tax assets for transaction costs accrued in connection with the Acquisition (i) | 6 | ||
Total other assets adjustments | $ | 6 |
(i) | Reflects a combined federal and state statutory rate of approximately 25.8% for the twelve months ended January 31, 2020 multiplied by the book and tax basis difference. SAIC presents deferred tax assets within Other assets. |
To record transaction costs in connection with the Acquisition (i) | 25 | ||
Total accounts payable adjustments | $ | 25 |
(i) | Reflects financial advisory fees, legal fees, accounting fees, and insurance policy fees not yet recognized in the historical financial statements. These transaction costs have been excluded from the pro forma statement of income as they reflect charges directly attributable to the Acquisition that will not have an ongoing impact on the combined company. |
To recognize transaction costs accrued in connection with the Acquisition, net of tax effects | 19 | ||
Total retained earnings adjustments | $ | 19 |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
Twelve Months Ended January 31, 2020 | |||
To remove certain corporate allocations for Unisys Corporation allocated to Unisys Federal (i) | (5 | ) | |
To reflect additional costs incurred on technology licenses upon separation from Unisys Corporation (ii) | 7 | ||
Total cost of revenue adjustments | $ | 2 |
(i) | Certain corporate allocations of costs will not have a continuing effect on the combined business. |
(ii) | Separated from Unisys Corporation, Unisys Federal will incur incremental costs compared to costs historically allocated by Unisys Corporation. Upon Unisys Federal separating from Unisys Corporation, the discount on certain technology licenses will decrease, resulting in additional cost of revenues of $7 million. |
Twelve Months Ended January 31, 2020 | |||
To record amortization of intangible assets acquired as a result of the Acquisition (i) | 88 | ||
To remove historical nonrecurring Unisys Federal transaction costs directly associated with the Acquisition | (1 | ) | |
To reclassify Unisys Federal Research and development to conform to SAIC presentation (see Note 1) | 3 | ||
To remove corporate allocations for Unisys Corporation allocated to Unisys Federal (ii) | (24 | ) | |
Total selling, general and administrative expense adjustments | $ | 66 |
(i) | The estimated amortization expense was computed using the straight-line method and the estimated useful lives for the three intangible assets, as described further in Note 2. An increase or decrease of 10% in the estimated fair value allocated to the intangible assets would result in an increase or decrease in the twelve-month pro forma amortization expense of $9 million. An increase in the estimated useful life of each of the intangible assets of one year would result in a decrease in the twelve-month pro forma amortization expense of $32 million, while a decrease in the estimated useful life of each of the intangible assets of one year would result in an increase in the twelve-month pro forma amortization expense of $3 million. |
(ii) | Certain corporate allocations of costs will not have a continuing effect on the combined business. These cost allocations primarily relate to Unisys Corporation’s headquarters, executive compensation, corporate marketing, and corporate human resources, which are not conveying to SAIC as part of the Acquisition. |
Twelve Months Ended January 31, 2020 | |||
To record interest expense on the Term Loan B2 (i) | 21 | ||
To record interest expense on the Notes (ii) | 20 | ||
To record incremental interest expense on SAIC’s existing Term Loan A and Term Loan B (iii) | 3 | ||
Total interest expense adjustments | $ | 44 |
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED, CONSOLIDATED, AND COMBINED FINANCIAL INFORMATION |
(i) | Interest expense for the twelve months ended January 31, 2020 is based on the 1-month LIBOR of 0.86% as of April 7, 2020 plus the applicable margin of 2.25%. For each 0.125% change in the interest rate for the Term Loan B2, interest expense would increase or decrease by approximately $1 million for the twelve months ended January 31, 2020. |
(ii) | Interest expense for the twelve months ended January 31, 2020 is based on the fixed rate of 4.875%. |
(iii) | Incremental interest expense on SAIC’s existing Term Loan A was $2 million for the twelve months ended January 31, 2020. This increase was based on an increase in the applicable Leverage Ratio (as defined in the Third Amended and Restated Credit Agreement) as a result of additional indebtedness incurred in connection with the Acquisition. Incremental interest expense on SAIC’s existing Term Loan B was $1 million for the twelve months ended January 31, 2020. This increase was based on an increase in the applicable margin for the Term Loan B from 1.75% to 1.875% for LIBOR loans (as defined in the Second Amendment to the Third Amended and Restated Credit Agreement). |
Document and Entity Information Document |
Mar. 13, 2020 |
---|---|
Document And Entity Information [Abstract] | |
Entity Central Index Key | 0001571123 |
Title of 12(b) Security | Common Stock, par value $.0001 per share |
Pre-commencement Issuer Tender Offer | false |
Pre-commencement Tender Offer | false |
Soliciting Material | false |
Written Communications | false |
Entity Incorporation, Date of Incorporation | DE |
Document Type | 8-K/A |
Document Period End Date | Mar. 13, 2020 |
Entity Registrant Name | Science Applications International Corporation |
Entity File Number | 001-35832 |
Entity Tax Identification Number | 46-1932921 |
Entity Address, Address Description | 12010 Sunset Hills Road |
Entity Address, City or Town | Reston |
Entity Address, State or Province | VA |
Entity Address, Postal Zip Code | 20190 |
City Area Code | 703 |
Local Phone Number | 676-4300 |
Trading Symbol | SAIC |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Amendment Flag | true |
Amendment Description | This Current Report on Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed on March 16, 2020 by Science Applications International Corporation (“the Company”) (the “Initial 8-K”) in order to provide financial information required by Item 9.01. As previously reported in the Initial 8-K, on March 13, 2020, the Company completed the acquisition of Unisys Federal, an operating unit of Unisys Corporation (“Unisys”), pursuant to an Asset Purchase Agreement, dated as of February 5, 2019 (the “Asset Purchase Agreement”) by and between the Company and Unisys. The foregoing description of the Asset Purchase Agreement and the transactions contemplated therein is not complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 6, 2020 and incorporated herein by reference. Items and exhibits previously reported in the Initial 8-K that are not included in this Amendment No. Items and exhibits previously reported in the Initial 8-K that are not included in this Amendment No. 1 remain unchanged. |
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