11-K

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Securities and Exchange Commission
Washington, D.C., 20549

Form 11-K

/x/
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the calendar year ended December 31, 2000

OR

/ /
TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

AMSEC EMPLOYEES 401(K) PROFIT SHARING PLAN
(Full Title of Plan)

Science Applications International Corporation
10260 Campus Point Drive, San Diego, California 92121
(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)

SIGNATURE

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the Amsec Employees 401(k) Profit Sharing Plan Committee duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMSEC EMPLOYEES 401(K) PROFIT SHARING PLAN COMMITTEE
DATE	5/9/01	/s/ CARL M. ALBERO Carl M. Albero CEO and President AMSEC Employees 401(k) Profit Sharing Plan Committee

AMSEC
EMPLOYEES 401(K) PROFIT
SHARING PLAN

Financial Statements and Supplemental Schedule
for the Years Ended
December 31, 2000 and 1999 and
Independent Auditors' Report

AMSEC
EMPLOYEES 401(k) PROFIT SHARING PLAN

TABLE OF CONTENTS

		Page
INDEPENDENT AUDITORS' REPORT		1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
	Statements of Net Assets Available for Benefits	2
	Statements of Changes in Net Assets Available for Benefits	3
	Notes to Financial Statements	4-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2000 AND FOR THE YEAR THEN ENDED:
	Schedule of Net Assets Held for Investment Purposes at End of Year	9

All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required.

INDEPENDENT AUDITORS' REPORT

To the Administrative Committee
AMSEC Employees 401(k) Profit Sharing Plan
Virginia Beach, Virginia

    We have audited the accompanying statements of net assets available for benefits of the AMSEC Employees 401(k) Profit Sharing Plan (the "Plan") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    Our audit was conducted for the purpose of forming an opinion on the basic 2000 financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. This schedule has been subjected to the auditing procedures applied in our audit of the basic 2000 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/S/ DELOITTE & TOUCHE LLP

Richmond, Virginia
May 9, 2001

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AMSEC
EMPLOYEES 401(k) PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2000 AND 1999

			2000		1999
ASSETS
INVESTMENTS—at fair value:
	SAIC Class A Common Stock		$	20,398,411	$	10,197,598
	Vanguard Funds			42,768,190		39,492,273
	Participant Loans			1,941,092		2,074,736
		Total investments		65,107,693		51,764,607
RECEIVABLES:
	Participant contributions			299,981		204,546
	Company contributions			351,999		285,650
		Total receivables		651,980		490,196
NET ASSETS AVAILABLE FOR BENEFITS			$	65,759,673	$	52,254,803

The accompanying notes are an integral part of these financial statements.

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AMSEC
EMPLOYEES 401(k) PROFIT SHARING PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2000 AND 1999

			2000		1999
ADDITIONS
NET INVESTMENT INCOME:
	Net appreciation in fair value of investments		$	700,308	$	3,092,670
	Interest and dividends			3,581,343		2,009,261
		Total net investment income		4,281,651		5,101,931
CONTRIBUTIONS:
	Employee contributions			11,227,371		5,355,469
	Employer contributions			1,623,507		743,205
		Total contributions		12,850,878		6,098,674
Net transfers from other plans				2,759		16,251,273
		Total additions		17,135,288		27,451,878
DEDUCTIONS
	Distributions to participants			3,629,631		1,287,732
	Miscellaneous expenses			787		1,024
		Total deductions		3,630,418		1,288,756
NET INCREASE				13,504,870		26,163,122
NET ASSETS AVAILABLE FOR BENEFITS:
	BEGINNING OF YEAR			52,254,803		26,091,681
	END OF YEAR		$	65,759,673	$	52,254,803

The accompanying notes are an integral part of these financial statements.

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AMSEC
EMPLOYEES 401(K) PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000 and 1999

1.  DESCRIPTION OF PLAN

    General—AMSEC LLC (the "Company") is a subsidiary of Science Applications International Corporation (SAIC). The Company's Employees 401(K) Profit Sharing Plan (the "Plan") is a defined contribution plan. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants should refer to the Plan document for a more complete description of the Plan's provisions.

    The authority to control and manage the operation and administration of the Plan is vested in the Company whose members are the named fiduciaries for purposes of Section 402(a) of ERISA.

    Eligibility—Generally, employees of the Company are eligible to participate immediately upon commencing employment.

    Contributions—The Plan permits participants to elect to defer up to 20% of their eligible compensation (17% prior to January 1999), up to $10,500 and $10,000 for calendar years 2000 and 1999, respectively. A participant is eligible for the employer's quarterly matching and/or discretionary contributions if they are an employee as of the last day of the respective quarter. Matching contributions to the Plan by the Company are discretionary and equated during calendar years 2000 and 1999 to either:

•

50% of the first 8% of annual salary the participant contributes plus 3% of annual salary, if the participant was formerly a participant of the Newport News Shipbuilding (NNS) 401(k) Plan, or



•

20% of the participants contributions not to exceed an annual amount of $1,000, for all other participants.

    Company matching contributions are allocated 50% to the SAIC stock funds and 50% to the participant's investment choices. Participants' accounts are adjusted quarterly for the Company's matching contributions. The Company may elect to make discretionary contributions to the Plan. Discretionary contributions were made only to former participants of the NNS 401(k) plan during 2000 and 1999.

    Investment Funds—Participants may direct the investment of their contributions to the following fund options offered by the Plan:

    Vanguard Prime Money Market Fund—Invests in money market instruments.

    Vanguard 500 Index Fund—Invests in common stocks.

    Vanguard Wellesley Income Fund—Invests in fixed income securities and common stocks.

    Vanguard Windsor Fund—Invests in common stocks.

    Vanguard GNMA Fund—Invests in fixed income securities guaranteed by the U.S. government.

    Vanguard Short-Term Federal Fund—Invests in U.S. government obligations.

    Vanguard International Growth Fund—Invests in common stock of companies based outside the United States.

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    Vanguard STAR Fund—Invests in 60% Common Stock, 30% Bonds, and 10% Money Market.

    Vanguard Long-Term Corporate Fund—Invests primarily in investment grade corporate bonds.

    Vanguard U.S. Growth Fund—Invests in common stocks.

    Vanguard Equity Income Fund—Invests in common stocks.

    Vanguard Growth and Income Fund—Invests in common stocks.

    Vanguard Small-Cap Index Fund—Invests primarily in common stocks in the Russell 2000 Index.

    SAIC Exchangeable Stock Fund—Invests primarily in SAIC Class A Common Stock and is participant directed to the extent that participant contributions were used to purchase SAIC stock.

    SAIC Non-Exchangeable Stock Fund—This fund is a non-participant directed fund created to invest the Company's matching contributions in SAIC Class A Common Stock.

    SAIC Stock Purchase Fund—This fund is a temporary holding fund designed to hold participant and Company contributions until the following SAIC common stock quarterly trade date. Pending the quarterly trade, the contributions are invested in the Vanguard Prime Money Market Fund.

    Participants may transfer their funds among investment options and change their future contribution allocations at any time under rules prescribed by the Plan.

    Participant Accounts—Each participant's account is credited with participant deferrals and Company contributions in accordance with provisions of the Plan. A participant is entitled to the benefit that can be provided from the participant's vested account balance.

    Vesting—A participant's interest in each of the participant's accounts is 100% vested at all times.

    Participant Loans—Participants may borrow up to 50% of their vested account balance, up to a maximum of $50,000, excluding amounts invested in the SAIC Stock Fund. The maximum loan term is generally five years. The loans are secured by the balance in the participant's account and bear interest at rates ranging from 6.0% to 9.5%. Principal and interest are paid ratably through biweekly payroll deductions.

    Distributions to Participants—Participants receive their vested account balance in a single lump sum payment in cash following their termination of employment with the Company, retirement date, permanent disability or in the event of death. Participants also have the option of receiving an annuity form of payment. A participant may make withdrawals from the Plan prior to attaining age 59¹/2 only if the Company determines that the participant is incurring financial hardship. An unlimited number of withdrawals are allowed after age 59¹/2.

    Tax Status—The Plan received its latest determination letter from the Internal Revenue Service dated July 27, 1994, indicating the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter and the Plan filed for a new determination letter on December 29, 2000. The Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code and is qualified and the related trust is tax-exempt.

    Termination of the Plan—Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time subject to

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the provisions of ERISA. Upon termination of the Plan, the participants become 100% vested in their accounts.

2.  SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting—The Plan's financial statements are prepared on the accrual basis of accounting. Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date.

    Investment Valuation—Investments, except for SAIC Common Stock and participant loans, are carried at fair value based on quoted market prices. A general public market for SAIC's Common Stock does not exist; therefore, the fair market value of the Common Stock is determined pursuant to a stock price formula and valuation process which includes an appraisal prepared by an independent appraisal firm. Periodic determinations of fair market value of the Common Stock are made by the Board of Directors of SAIC, with the assistance of the independent appraisal firm. The Board of Directors reserves the right to alter the formula. On August 31, 1999, SAIC effected a four-for-one stock split payable in the form of a stock dividend. All share and per share information for SAIC Class A common stock has been retroactively restated in these financial statements to reflect this split.

    The gains or losses realized on distributions of investments and the unrealized appreciation or depreciation are calculated as the difference between the current fair market value and the fair market value of the investments at the beginning of the year, or purchase price if purchased during the year. As of December 31, 2000 and 1999, the fair market value of the Company's Class A Common Stock was $30.87 and $19.99 per share and the Plan held approximately 661,000 and 510,000 shares, respectively.

    It is the policy of the Committee to keep the SAIC Stock Fund invested primarily in Common Stock, except for estimated reserves for use in distributions and investment exchanges by participants. Such reserves are held in short-term investments. If reserves in the SAIC Stock Fund are less than the amount required at any given time to make requested distributions and investment changes, investment exchanges out of the SAIC Stock Fund by participants may have to be deferred.

    Participant loans are carried at the aggregate unpaid principal balance of loans outstanding which approximates fair value.

    Benefits Payable—Benefit payments to participants are recorded upon distribution. Benefits payable to participants are not reflected in the accompanying financial statements. As of December 31, 2000 and 1999, there were no benefits payable.

    Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The plan utilizes various investment instruments including Vanguard Mutual Funds and SAIC Class A Common Stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

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3.  INVESTMENT INFORMATION

    The Plan's investments are held in a trust fund. The fair values of the investments representing 5% or more of the Plan's assets at December 31, 2000 and 1999 are separately identified below.

		2000		1999
Mutual funds:
	Vanguard 500 Index Trust	$	11,431,221	$	11,043,952
	Vanguard Growth and Income Fund		3,823,686		2,926,740
	Vanguard Prime Money Market Fund		6,394,115		6,414,274
	Vanguard U.S. Growth Fund		6,660,219		6,537,897
	Vanguard Windsor Fund		4,161,138		3,969,860
	Other		10,297,811		8,599,550
Total mutual funds			42,768,190		39,492,273
SAIC Class A Common Stock			20,398,411		10,197,598
Participant loans			1,941,092		2,074,736
Total investments		$	65,107,693	$	51,764,607

    During the years ended December 31, 2000 and 1999, the Plan's investments (including investments bought, sold, and held during the year) appreciated/(depreciated) in value by $700,308 and $3,092,670, respectively, as follows:

	2000			1999
Mutual funds	$	(5,038,039	)	$	2,315,657
SAIC Class A Common Stock		5,738,347			777,013
Net appreciation in fair value	$	700,308		$	3,092,670

4.  NON-PARTICIPANT DIRECTED INVESTMENTS

    Information about the net assets and the significant components of changes in net assets relating to the SAIC Non-Exchangeable Stock Fund, a non-participant directed investment, is as follows:

		December 31, 2000		December 31, 1999
Investments, at fair value:
	SAIC common shares in the SAIC Non-Exchangeable Stock Fund	$	1,471,411	$	234,294

	Year Ended December 31, 2000			Year Ended December 31, 1999
Net appreciation of investments	$	200,531		$	11,650
Interfund transfer		1,082,236			224,234
Distributions to participants		(45,649	)		(1,590	)
	$	1,237,118		$	234,294

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5.  NET TRANSFERS FROM OTHER PLANS

    During 1999, the Company acquired Newport News Shipbuilding administering separate defined contribution plans. The plan assets of the active employees acquired by the Company were transferred to the Plan during September 1999.

6.  RELATED PARTY TRANSACTIONS

    Plan investments include Class A Common Stock of SAIC, a member of the Plan sponsor, and shares of mutual funds managed by Vanguard, the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

7.  PLAN AMENDMENTS

    On December 19, 2000 the Plan was amended effective January 1, 2000. The amendment changed the method of performing non-discrimination testing by combining the elective deferrals and the qualified matching contributions for the ACP/ADP test. The amendment also changed the allowed frequency of withdrawals after age 59¹/2 from one withdrawal to an unlimited number of withdrawals.

    Effective January 1, 1999, the maximum employee contribution withholding percentage was increased from 17% to 20%. Effective May 1, 1999, the Plan eliminated the Vanguard Explorer Fund investment option and effective January 1, 1999 established the SAIC stock fund investment options. SAIC is the parent company of AMSEC Corporation, which is the majority member of the Plan sponsor. Effective January 1, 1999 the Plan document was amended to provide that 50% of employer matching contributions be allocated to the SAIC stock fund and 50% allocated according to each participant's investment choices. Participants were given an option to invest 50% of their eligible accounts in the SAIC stock funds on January 22, 1999 and April 23, 1999.

* * * * * *

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AMSEC
EMPLOYEES 401(k) PROFIT SHARING PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
AS OF DECEMBER 31, 2000

	Description	Cost		Fair value
*	SAIC Class A Common Stock	$	14,134,533	$	20,398,411
	MUTUAL FUNDS
*	Vanguard 500 Index Fund		9,537,978		11,431,221
*	Vanguard Equity Income Fund		631,872		652,368
*	Vanguard GNMA Fund		1,262,364		1,272,747
*	Vanguard Growth and Income Fund		4,068,700		3,823,686
*	Vanguard International Growth Fund		1,979,673		2,062,804
*	Vanguard Long-Term Corporate Fund		429,061		425,018
*	Vanguard Prime Money Market Fund		6,391,307		6,394,115
*	Vanguard Short-Term Federal Fund		516,439		520,374
*	Vanguard Small-Cap Index Fund		705,672		615,781
*	Vanguard STAR Fund		2,025,831		2,026,848
*	Vanguard U.S. Growth Fund		8,797,808		6,660,219
*	Vanguard Wellesley Income Fund		2,697,541		2,721,871
*	Vanguard Windsor Fund		4,204,132		4,161,138
	Total Mutual Funds		43,248,378		42,768,190
	Participant Loans (interest rates from 6% to 9.5%; maturities from January 2001 through December 2005)		1,941,092		1,941,092
	TOTAL INVESTMENTS	$	59,324,003	$	65,107,693

*

Party-in-interest

9

Index to Exhibit

Exhibit No.
23.1	Consent of Deloitte & Touche LLP

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SIGNATURE
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
NOTES TO FINANCIAL STATEMENTS
Schedule of Assets Held for Investment Purposes at End of Year
Index to Exhibit

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

    We consent to the incorporation by reference in Registration Statement Nos. 333-37117 and 333-43234 on Form S-3 and Registration Statement No. 333-43236 on Form S-4 of Science Applications International Corporation of our report dated May 9, 2001, appearing in this Annual Report on Form 11-K of AMSEC Employees 401(k) Profit Sharing Plan for the year ended December 31, 2000.

/S/ DELOITTE & TOUCHE LLP

San Diego, California
June 1, 2001

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT