1.	Title of each class of securities to which transaction applies:

2.	Aggregate number of securities to which transaction applies:

3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.	Proposed maximum aggregate value of transaction:

5.	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.	Amount Previously Paid:

2.	Form, Schedule or Registration Statement No.:

3.	Filing Party:

4.	Date Filed:

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1.	To elect ten directors;

2.	To conduct a non-binding, advisory vote to approve the compensation of our named executive officers ("Say-on-Pay");

3.	To conduct a non-binding, advisory vote on the frequency of future Say-on-Pay votes;

4.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2021; and

5.	To transact such other business as may properly come before the meeting or any adjournments, postponements or continuations of the meeting.

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(1)	Ms. Goode was appointed to the Board of Directors effective as of August 27, 2019.

(2)	Dr. Hamre became Chair of the Risk Oversight Committee effective as of August 1, 2019.

(3)	Ms. Kanouff was appointed to the Board of Directors effective as of August 27, 2019.

(4)	Ms. Keene was appointed to the Board of Directors effective as of July 31, 2019, in connection with her appointment as Chief Executive Officer of SAIC.

✓	Nine of Ten Directors Qualify as Independent Directors

✓	Donna S. Morea is the Independent, Non-Executive Chair of the Board of Directors

✓	Mandatory Retirement Age for Independent Directors is 75 years

✓	Mandatory Retirement Age for Employee Directors is 65 years

✓	Annual Board of Directors Elections

✓	Directors Elected by a Majority of Votes Cast

✓	Ten Full Board of Directors Meetings

✓	Nine Independent Director-Only Sessions

✓	Annual Board of Directors Self-Evaluation Required

✓	Annual Review of Independence of Board of Directors

✓	Committee Self-Evaluations Required

✓	Board of Directors Orientation/Education Programs

✓	Director and Executive Stock Ownership Guidelines

✓	Annual Equity Grant to Non-Employee Directors

✓	Corporate Governance Guidelines

✓	Code of Conduct

✓	Charters for Committees of Board of Directors

✓	Position Description of Chair of Board Of Directors

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A:	Only stockholders of record of our common stock as of the close of business on our record date of April 7, 2020 are entitled to notice of, and to vote at, the annual meeting. As of April 7, 2020, there were 57,922,670 shares of common stock outstanding. We have no other class of capital stock outstanding.

A:

All stockholders as of our record date of April 7, 2020, or their duly appointed proxies, may attend the virtual annual meeting as well as vote and submit questions during the webcast of the meeting by visiting www.virtualshareholdermeeting.com/SAIC2020 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

A:

We believe that a virtual stockholder meeting provides greater access to those who may want to attend our annual meeting and, therefore, have chosen this over an in-person meeting. We ensure that at our virtual annual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. These procedures include the ability for stockholders to ask questions during the course of the meeting, post appropriate questions received during the meeting for review by other participants, review our corresponding answers to such questions on our Investors Relations website at investors.saic.com as soon as possible after the meeting and access technical support staff during the meeting in the event of difficulties arising from the use of the virtual meeting platform. We continue to receive positive feedback from our stockholders as we adopt best practices and new technologies for our annual meeting, proxy statement and related materials. We evaluate annually the method of holding the annual meeting, taking into consideration the above factors as well as business and market conditions and the proposed agenda items. We continue to believe that holding our annual meeting virtually over the internet is the right approach for our company, as it enables more of our geographically diverse base of stockholders to participate in our annual meeting.

A:	The presence, either in person or by proxy, of the holders of a majority of the total voting power of the shares of common stock outstanding as of April 7, 2020, is necessary to constitute a quorum and to conduct business at the annual meeting. Abstentions and broker “non-votes” will be counted as present for purposes of determining the presence of a quorum.

A:

A broker “non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. In tabulating the voting results for a particular proposal, broker “non-votes” are not considered entitled to vote on that proposal. Broker “non-votes” will not have an effect on the outcome of any matter being voted on at the meeting, assuming a quorum is present.

A:	Each holder of common stock will be entitled to one vote per share, in person or by proxy, for each share of stock held in the stockholder’s name as of April 7, 2020, on any matter submitted to a vote of stockholders at the annual meeting.

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A:	Shares of common stock represented by a properly executed and timely proxy will, unless it has previously been revoked, be voted in accordance with its instructions. In the absence of specific instructions, the shares represented by a properly executed and timely proxy will be voted in accordance with the Board’s recommendations as follows:

•	FOR all of the company’s nominees to the Board;

•	FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers ("Say-on-Pay");

•	FOR the approval, on a non-binding, advisory basis, of an annual Say-on-Pay vote; and

•	FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 29, 2021.

A:	For shares not held in the Science Applications International Corporation Retirement Plan (the “SAIC Retirement Plan”), the deadline for submitting a proxy using the Internet or the telephone is 11:59 p.m. (ET) on June 2, 2020. For shares held in the SAIC Retirement Plan, the deadline for submitting voting instructions using any of the allowed methods is 11:59 p.m. (ET) on May 29, 2020.

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A:

Each participant in the SAIC Retirement Plan has the right to instruct Vanguard Fiduciary Trust Company ("Vanguard"), as trustee of the SAIC Retirement Plan (the “SAIC Trustee”), on a confidential basis, how to vote his or her proportionate interests in all shares of common stock held in the SAIC Retirement Plan. The SAIC Trustee will vote all shares held in the SAIC Retirement Plan for which no voting instructions are received in the same proportion as the shares for which voting instructions have been received by participants in the SAIC Retirement Plan. The SAIC Trustee’s duties with respect to voting the shares of common stock in the SAIC Retirement Plan are governed by the fiduciary provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The fiduciary provisions of ERISA may require in certain limited circumstances that the SAIC Trustee override the votes of participants with respect to the shares of common stock held by the SAIC Trustee.

A:

Under the terms of our Management Stock Compensation Plan and Key Executive Stock Deferral Plan (collectively, the "SAIC Stock Plans"), Vanguard, as trustee of the SAIC Stock Plans, has the power to vote the shares of common stock held in the SAIC Stock Plans. Vanguard will vote all those shares in the same proportion that our other stockholders collectively vote their shares of common stock. If you are a participant in any of the SAIC Stock Plans, you do not have the right to instruct Vanguard how to vote or to otherwise vote your proportionate interests in the shares of common stock held in such SAIC Stock Plan.

A:

These terms describe how the ownership of your shares is reflected on the books of our transfer agent, Computershare. If your shares are registered directly with Computershare, then you are a “stockholder of record” of these shares. If your shares are held in an account at a broker, bank, trust or other similar organization, then you are a “beneficial” holder of these shares. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to instruct the organization on how to vote the shares held in your account. If you wish to vote in person at the virtual annual meeting, you must obtain a valid proxy from the organization holding the shares.

A:

We are soliciting these proxies and the cost of the solicitation will be borne by us, including the charges and expenses of persons holding shares in their name as nominee incurred in connection with forwarding proxy materials to the beneficial owners of those shares. In addition to the distribution of the proxy materials by mail and through the Notice of Internet Availability of Proxy Materials described below under the caption "Internet Availability of Proxy Materials," proxies may be solicited by our officers, directors and employees in person, by telephone or by email. These individuals will not be additionally compensated for such solicitation but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation.

A:

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to reduce our printing and postage costs. Stockholders who do not participate in householding will continue to receive separate proxy and voting instruction cards. We do not use householding for any other stockholder mailings.

A:	We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days of the annual meeting.

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•	an eligible stockholder, or an eligible group of up to 20 stockholders, representing at least 3% of our outstanding shares of common stock,

•	owning those shares continuously for at least three years,

•	can nominate and include in our proxy statement director nominees constituting up to 25% of the Board or, if that percentage is not a whole number, the closest whole number below 25%, but not less than two individuals, for election at our annual meeting of stockholders.

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•	Mr. Bedingfield’s son, Kenneth Bedingfield, served as the Chief Financial Officer of Northrop Grumman Corporation from February 2015 to February 2020; and

•	Dr. Hamre is Chairman of the Defense Policy Board Advisory Committee, a committee that advises the Secretary of Defense on foreign policy matters and has no role in acquisition issues.

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(1)	The Board has determined that each member of the Audit Committee is independent for purposes of our Corporate Governance Guidelines, as well as for purposes of the requirements of the Exchange Act.

(2)	The Board has determined that each member of the Audit Committee qualifies as an Audit Committee “financial expert” as defined by the rules under the Exchange Act. The backgrounds and experience of the Audit Committee financial experts are set forth above in “Proposal 1—Election of Directors.”

(3)	Mark J. Johnson, a former member of the Board, served on the Audit Committee for part of fiscal 2020. He did not stand for re-election at the 2019 annual meeting of stockholders.

(4)	Ms. Kanouff began serving on the Audit Committee effective as of August 27, 2019.

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(1)	The Risk Oversight Committee was established by the Board effective as of August 1, 2019, resulting from the combination of the Board's former Classified Business Oversight Committee (the "CBOC") and former Ethics and Corporate Responsibility Committee (the "ECRC"). Prior to such combination, the CBOC held one meeting and the ECRC held two meetings during fiscal 2020.

(2)	Ms. Kanouff began serving on the Risk Oversight Committee effective as of August 27, 2019.

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(1)	The Board has determined that each member of the Human Resources and Compensation Committee is independent for purposes of our Corporate Governance Guidelines.

(2)	Deborah B. Dunie, a former member of the Board, served on the Human Resources and Compensation Committee for part of fiscal 2020. She did not stand for re-election at the 2019 annual meeting of stockholders.

(3)	Edward J. Sanderson, a former member of the Board, served on the Human Resources and Compensation Committee for part of fiscal 2020. He retired and did not stand for re-election at the 2019 annual meeting of stockholders.

(4)	Ms. Morea served as a member of the Human Resources and Compensation Committee for fiscal 2020 until August 27, 2019.

(5)	Mr. Bedingfield was appointed to the Human Resources and Compensation Committee effective as of August 1, 2019.

(6)	Ms. Goode was appointed to the Human Resources and Compensation Committee effective as of August 27, 2019.

•	reviewing our total compensation philosophy, peer group and target competitive positioning for reasonableness and appropriateness;

•	reviewing our overall executive compensation program and advising the Committee on evolving best practices;

•	providing independent analyses and recommendations to the Committee on executive officers’ compensation and new compensation and benefits programs that management submits to the Committee for approval; and

•	reviewing the Compensation Discussion and Analysis section of our proxy statement.

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(1)	The Board has determined that each member of the Nominating and Corporate Governance Committee is independent for purposes of our Corporate Governance Guidelines.

(2)	Deborah B. Dunie, a former member of the Board, served on the Nominating and Corporate Governance Committee for part of fiscal 2020. She did not stand for re-election at the 2019 annual meeting of stockholders.

(3)	Edward J. Sanderson, a former member of the Board, served on the Nominating and Corporate Governance Committee for part of fiscal 2020. He retired and did not stand for re-election at the 2019 annual meeting of stockholders.

(4)	Ms. Goode began serving on the Nominating and Corporate Governance Committee effective as of August 27, 2019.

(5)	Ms. McFarland began serving on the Nominating and Corporate Governance Committee effective as of August 1, 2019.

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(1)	Ms. Keene, our Chief Executive Officer, is not included in this table because she received no additional compensation for her service as a director.

(2)	Amounts in this column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chair fees and meeting fees. Directors are eligible to defer all or any portion of their cash retainers and fees into our Deferred Compensation Plan.

(3)

Amounts in this column reflect the grant date fair value computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For fiscal 2020, Messrs. Bedingfield, Hamre, Mayopoulos, and Shane and Ms. Morea each received 1,288 RSUs. For fiscal 2020, Mr. Kerko and Ms. McFarland each received 1,932 RSUs. For fiscal 2020, Mses. Goode and Kanouff each received 899 RSUs. For more information regarding our application of FASB ASC Topic 718, including the assumptions used in the calculations of these amounts, please refer to Note 8 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2020 filed with the SEC on March 27, 2020. At the end of fiscal 2020, the following non-employee directors held the following number of unvested stock units:

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(4)

Amounts in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Option awards granted to Messrs. Bedingfield, Hamre, Kerko, Mayopoulos, and Shane and Mses. McFarland, Goode and Kanouff vest on the earlier of one year from the date of grant or on the date of the next annual meeting of stockholders following the date of grant. During fiscal 2020, Messrs. Bedingfield, Hamre, Mayopoulos, and Shane and Ms. Morea were each issued nonstatutory options to purchase 2,876 shares of our common stock. Mr. Kerko and Ms. McFarland were each issued nonstatutory options to purchase 4,313 shares of our common stock. Mses. Goode and Kanouff were each issued nonstatutory options to purchase 2,006 shares of our common stock. At the end of fiscal 2020, our non-employee directors, held vested and unvested options to purchase the following number of shares of our common stock:

•	potential benefits to us;

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•	the impact on a director’s or nominee’s independence or an executive officer’s relationship with or service to us; and

•	whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

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•	boardchair@saic.com;

•	auditchair@saic.com;

•	compensationchair@saic.com;

•	ethicschair@saic.com;

•	riskoversightchair@saic.com; or

•	nomgovchair@saic.com.

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•	pay for performance by tying a majority of an executive officer’s compensation to the attainment of financial and other performance measures that, the Board believes, promotes the creation of long-term stockholder value and positions the company for long-term success;

•	generally provide the same types of benefits for executive officers as other employees, with no pension or death benefits for executive officers;

•	target total direct compensation at the median level among companies with which we compete for executive talent;

•	enable us to recover, or “clawback,” incentive compensation if there is any material restatement of our financial results, or if an executive officer is involved in misconduct;

•	require our executive officers to own a significant amount of shares of our common stock;

•	avoid incentives that encourage unnecessary or excessive risk-taking; and

•	compete effectively for talented executives who will contribute to our long-term success.

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(1)	Mr. Moraco retired as Chief Executive Officer effective as of July 31, 2019. Ms. Keene succeeded him as Chief Executive Officer as of such date.

(2)	Ms. Wheeler served as Executive Vice President, Chief Human Resources Officer until September 30, 2019.

(1)	Non-GAAP financial measure; see the Appendix to Proxy Statement for a reconciliation of such measure against the most directly comparable GAAP financial measure.

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(1)	RSUs awarded prior to fiscal 2020 vest over a four-year period in 25% installments at each anniversary of the grant date. RSUs awarded in fiscal 2020 vest over a three-year period in 33% installments at each anniversary of the grant date.

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•	base salary for the upcoming year;

•	payout range for the cash incentive awards that may be earned for the upcoming year and the performance goals and criteria upon which the amount of the awards will be determined;

•	mix and amount of equity incentive awards to be granted to our executive officers; and

•	payout range for PSAs that may be earned for the performance period beginning in that fiscal year and the length of the performance period, goals and criteria upon which the amount of the awards for the relevant performance period will be determined.

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(1)	Harris Corporation and L-3 Communications Holdings, Inc. merged to form L3Harris Technologies, Inc., as of June 29, 2019.

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(1)	Ms. Keene's salary percentage increase is over her fiscal 2019 base salary as the company's Chief Operating Officer.

•	The award was determined by our company performance as well as a leadership component.

•

The financial performance measures used - EBITDA, revenue, and cash flow generation - directly align to our overall strategy and support increases in stockholder value. EBITDA is a non-GAAP financial measure and should be read in conjunction with net income, a GAAP financial measure; see the Management's Discussion and Analysis of Financial Conditions and Results of Operations section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended January 31, 2020, for further information.

•	The leadership component considered both business leadership competencies as well as people leadership competencies and could be used to modify and apply discretion to the final award amount based on the named executive officer’s performance during the year.

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(1)	See the Appendix to this Proxy Statement for a reconciliation as to how each adjusted non-GAAP performance measure is calculated as compared to the most closely comparable GAAP measure.

(1)

A short-term incentive program target was not established for Mr. Moraco, the company's former CEO, for fiscal 2020. The Board approved a short-term cash incentive payment amount of $242,084 to Ms. Wheeler, SAIC's former Executive Vice President, Chief Human Resources Officer, based on an established target of 70% of base salary prorated for fiscal 2020 through December 1, 2019, her date of retirement.

(2)	To determine Mr. Genter and Mr. Scanlon’s fiscal 2020 cash incentive amount paid, the Committee applied a financial score based on a 75%/25% weighting of the 98.2% enterprise financial score and the financial score of the customer groups that they lead, respectively.

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(1)	See the Appendix to this Proxy Statement for a reconciliation as to how each adjusted non-GAAP performance measure is calculated as compared to the most closely comparable GAAP measure.

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•	short-term incentive measures are balanced among different financial measures, with goals that are intended to be achievable upon realistic levels of performance;

•	significant weighting towards long-term incentive compensation promotes long-term decision making and discourages short-term risk-taking;

•	goals are based on company performance measures, which mitigates excessive risk-taking within any particular business operation;

•	maximum payouts are capped at levels that do not reward excessive risk-taking;

•	our compensation recoupment policy allows us to recover compensation based on financial results that are subsequently restated or if fraud or intentional misconduct is involved; and

•	our stock ownership guidelines encourage a long-term perspective.

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(1)	Compensation is provided only for fiscal years for which each individual qualified as a named executive officer.

(2)	This column reflects bonus payments made to Mr. Moraco in recognition of the successful execution of the corporate growth strategy in fiscal 2019 and for certain transition services provided to SAIC before his retirement in fiscal 2020.

(3)

These columns reflect the grant date fair value computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). The awards shown in the “Stock awards” column in the above table include RSUs and PSAs. Values for those PSAs are computed based on the target number of shares. Assuming the maximum level of the performance conditions is achieved, the value of the fiscal 2020 PSAs included in the “Stock Awards” column would be as follows: Ms. Keene, $2,953,210; Mr. Mathis, $917,052; Mr. Mahon, $777,222; Ms. Wheeler, $505,252; Mr. Genter, $616,348; and Mr. Scanlon, $565,063. Ms. Keene received a one-time RSU award of $100,040 in June 2017 (fiscal 2018) as an inducement to assume the Chief Operating Officer role with expanded responsibilities.

	For more information regarding our application of FASB ASC Topic 718, including the assumptions used in the calculations of these amounts, please refer to Note 8 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2020 filed with the SEC on March 27, 2020.

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(4)	Amounts shown in this column represent the actual amounts paid to the named executive officers under our cash incentive award program for performance in fiscal 2020. The threshold, target and maximum payouts are shown in the “Grants of Plan-Based Awards” table under the column headed “Estimated future payouts under non-equity incentive plan awards.”

(5)

Amounts shown in this column for fiscal 2020 include matching contributions made by the company in the SAIC Retirement Plan on behalf of our named executive officers as follows: Ms. Keene, $7,738; Mr. Moraco, $6,446; Mr. Mathis, $8,777; Mr. Mahon, $9,354; Ms. Wheeler, $9,423; Mr. Genter, $7,438; and Mr. Scanlon, $9,238. Amounts shown also include payments or reimbursements of fees during fiscal 2020 related to the executive health benefit on behalf of our named executive officers as follows: Ms. Keene, $4,325; Mr. Moraco, $2,300; Mr. Mathis, $3,900; Mr. Mahon, $2,300; Mr. Genter, $2,300; and Ms. Wheeler, $3,900. Amounts shown for Ms. Keene also include association membership dues of $1,025 and taxable transportation expenses of $997. Amounts shown for Mr. Moraco also include a lump sum premium cost of $45,000 for the continuation of health insurance coverage through 18 months following his retirement. Amounts for Ms. Wheeler also include a total cash severance of $1,245,971.

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(1)

Amounts in these columns represent the threshold, target and maximum payout amounts of cash incentive awards with actual payouts based upon the achievement of pre-established levels of performance during fiscal 2020, as discussed in our CD&A in this Proxy Statement. The actual amounts that were paid to our named executive officers with respect to fiscal 2020 are set forth in the table entitled “Summary Compensation Table” under the column headed “Non-equity incentive plan compensation.”

(2)

Amounts in these columns represent PSAs which are subject to performance goals related to the three-year cumulative adjusted EBITDA and adjusted annual operating cash flow. Shares are issuable at the end of the three-year performance cycle provided that the predetermined goals have been satisfied, subject to the Human Resources and Compensation Committee’s discretion to decrease the number of shares that are ultimately issued at the end of the performance cycle. The grant date fair values of the PSAs based on the target number of shares are provided in the “Summary Compensation Table” under the column headed “Stock awards.”

(3)	Amounts in this column represent RSUs which vest as to 33% on the first, second, and third year anniversaries of the date of grant.

(4)	Amounts in this column represent the number of shares of common stock underlying options issued in fiscal 2020. All options vest as to 33% of the underlying shares on the first, second and third year anniversaries of the date of grant.

(5)	The exercise price of stock options granted under our Amended and Restated 2013 Equity Incentive Plan is the “fair market value” of our common stock on the date of grant, which is defined as the closing sales price of our common stock on the NYSE on the trading day before the grant date.

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(6)	Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718. These amounts do not reflect the value that may be actually realized by the recipient and do not reflect changes in our stock price after the date of grant. The values included for the performance shares awards are based on the target number of shares.

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(1)

Information in these columns relates to options to purchase shares of common stock held by our named executive officers at the end of fiscal 2020. Options granted prior to April 2014 vest as to 20%, 20%, 20% and 40% of the underlying shares on the first, second, third and fourth year anniversaries of the date of grant, respectively. Options granted in April 2014 and later vest as to 33% on the first, second and third year anniversaries of the date of grant.

(2)

Information in this column relates to RSUs held by our named executive officers at the end of fiscal 2020. RSUs vest as to 33% on each of the first, second, and third anniversaries of the date of grant. (RSUs awarded prior to fiscal 2020 vest over a four-year period in 25% installments at each anniversary of the grant date.) Additionally, this column includes the portion of the PSAs for the fiscal 2019-2021 and the fiscal 2020-2022 award cycles that are subject to performance goals based on annual operating cash flow for fiscal 2019 and fiscal 2020, respectively. These performance shares have been earned as of the end of fiscal 2020 based on operating cash flow performance and will vest and be settled in shares only at the end of the three-year performance cycle if the named executive officer remains employed by the company at the end of the performance cycle. Award payout is subject to the Human Resources and Compensation Committee’s discretion to decrease the number of shares that are ultimately issued at the end of the performance cycle. Any RSUs previously deferred by our named executive officers are also reflected in the table below under the caption “Nonqualified Deferred Compensation.”

(3)	Based on $87.77 per share, the closing sales price of our common stock on the NYSE on January 31, 2020.

(4)

The number of performance shares reflected in this column represent the performance shares awarded for the fiscal 2019-2021 and fiscal 2020-2022 performance cycles that can be earned based on the company’s cumulative operating income performance over the full three-year cycles. It also includes the performance shares awarded for 2019-2021 performance cycle that are subject to annual operating cash flow performance goals and the performance shares awarded for 2020-2022 performance cycle that are subject to the cumulative adjusted EBITDA performance goals that have not yet been earned as of the end of fiscal 2020, namely those performance shares allocated to the third one-year performance period for fiscal 2019-2021 cycle and those performance shares allocated to the second and third one-year performance periods for the fiscal 2020-2022 cycle. Vesting of PSAs for fiscal 2019-2021 is determined at the end of the three-year performance period of January 29, 2021 and vesting of PSAs for fiscal 2020-2022 is determined at the end of the three-year performance period on January 28, 2022. The number of performance shares that can be earned based on annual operating cash flow performance and the number of performance shares that can be earned based on three-year adjusted EBITDA performance has been disclosed in this column at an assumed target payout level.

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(1)

Value realized on exercise or vesting disclosed above is based on the closing price of our common stock on the NYSE on the exercise or vest date, however, the actual value realized by the named executive officer was determined using the closing price on the trading date immediately preceding the exercise or vest date in accordance with the fair market value definition in the Amended and Restated 2013 Equity Incentive Plan. For the earned fiscal 2018-2020 PSAs, the value is based on the closing price per share of our common stock on the NYSE on January 31, 2020 of $87.77.

(2)	Includes performance shares earned in connection with the PSA for the fiscal 2018-2020 performance period and a portion of time-based RSUs granted during previous fiscal years.

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(1)	Mr. Mathis and Ms. Keene are not included in this table because they did not participate in any nonqualified deferred compensation plans in fiscal 2020.

(2)	Amounts in this column include salary deferrals in fiscal 2020 and annual incentive bonus paid in fiscal 2020 for fiscal 2019 performance. For Mr. Mahon, $99,423 of his amount is reported as fiscal 2020 compensation in the Summary Compensation Table.

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(3)	With respect to the Key Executive Stock Deferral Plan and the Management Stock Compensation Plan, amounts in this column represent the aggregate change in value of stock units corresponding to shares of our common stock during fiscal 2020. The market value of the shares is based upon $87.77 per share, the closing sales price of our common stock on the NYSE on January 31, 2020.

With respect to the Excess Plan and the Deferred Compensation Plan, amounts in this column represent aggregate returns on the investments elected by participants from the diverse investment options available to participants under the plans. Participants may change their investment elections at any time. The returns on the investment options available to eligible participants during fiscal 2020 ranged from -3.79% to 17.01%. The amounts in this column are not included in the Summary Compensation Table.

(4)

Amounts in this column represent the value of the holders’ accounts at the end of fiscal 2020, which includes the following amounts reported in the Summary Compensation Table for the amounts contributed by the plan holder for the prior year: Mr. Moraco, $888,286; and Mr. Mahon, $229,950. With respect to the Key Executive Stock Deferral Plan and the Management Stock Compensation Plan, the amounts represent the value of stock units corresponding to shares of common stock held by Mr. Moraco based on $87.77 per share, the closing sales price of our common stock on the NYSE on January 31, 2020. At the end of fiscal 2020, Mr. Moraco held the following number of stock units in the following plans: Key Executive Stock Deferral Plan – 4,150, and Management Stock Compensation Plan – 1,349. Ms. Wheeler held 1,349 stock units in the Management Compensation Plan. Mr. Scanlon held 5,591 stock units in the Key Executive Stock Deferral Plan.

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(1)

The change in control consequences for PSAs are the same whether or not a qualifying termination (involuntary termination without cause or resignation for good reason) occurs in connection with the change in control. With respect to option and RSU awards, the 2013 Plan also provides for accelerated vesting and exercisability of the awards if the successor corporation does not assume or replace the awards in connection with the change in control.

(2)

In the case of a qualifying termination not in connection with a change in control, severance amounts represent a single lump sum payment equal to two times for Ms. Keene and 1.5 times for all other named executive officers the sum of (a) the named executive officer's fiscal 2020 base salary and (b) the average of the annual bonuses paid for fiscal 2019, 2018 and 2018. In the case of a qualifying termination in connection with a change in control, severance amounts represent a single lump sum payment equal to three times for Ms. Keene and two times for all other named executive officers of the sum of (a) the named executive officer's fiscal 2020 base salary and (b) his or her target annual bonus for fiscal 2020.

(3)

In the case of a qualifying termination not in connection with a change in control, these amounts represent a lump sum cash payment of COBRA benefits for 24 months for the Chief Executive Officer and 18 months for all other named executive officers. In the case of a qualifying termination in connection with a change in control, these amounts represent a lump sum cash payment of COBRA benefits for 36 months for Ms. Keene and 24 months for all other named executive officers. Ms. Keene and Mr. Mahon do not participate in the Company’s group medical coverage.

(4)	These amounts represent the maximum value to the named executive officer of outplacement counseling services to be provided for 12 months following a qualifying termination.

(5)

These amounts represent the value of unvested options to purchase shares of our common stock issued under the 2013 Plan that were held by the named executive officer at the end of fiscal 2020 and whose vesting was accelerated in connection with a change in control or termination due to death or disability. The value was calculated by multiplying the number of shares subject to the option whose vesting was accelerated by the difference between the closing market price per share of our common stock on the NYSE on January 31, 2020 and the applicable option exercise price. For more information regarding the number of shares underlying unvested options held by each of the named executive officers, see the table under the caption "Outstanding Equity Awards at Fiscal Year-End."

(6)

These amounts represent the value of RSUs issued under the 2013 Plan that were held by the named executive officer at the end of fiscal 2020 and whose vesting was accelerated in connection with a change in control or termination due to death or disability. The value was calculated by multiplying the number of RSUs whose vesting was accelerated by the closing market price per share of our common stock on the NYSE on January 31, 2020, and includes accrued dividend equivalents as of January 31, 2020. For more information regarding the number of unvested RSUs held by each of the named executive officers, see the table under the caption "Outstanding Equity Awards at Fiscal Year-End."

(7)

These amounts represent the value of shares underlying outstanding PSAs issued under the 2013 Plan that were held by the named executive officer at the end of fiscal 2020 and whose vesting was accelerated in connection with a change in control or termination due to death. The value was calculated by multiplying the number of performance shares whose vesting was accelerated by the closing market price per share of our common stock on the NYSE on January 31, 2020, and includes accrued dividend equivalents as of January 31, 2020. The number of performance shares whose vesting was accelerated was determined based on the sum of: (i) the actual number of shares earned by each named executive officer for the part of the award allocated to our annual operating cash flow performance goals for fiscal 2019 and 2020, and (ii) either (a) for the fiscal year 2019 grant, one-third of the shares allocated to the three-year cumulative adjusted EBITDA performance goal assuming results of approximately 84.9% of target, or (b) for the fiscal year 2020 grant, one-third of the shares allocated to the three-year cumulative adjusted EBITDA performance goal assuming results of approximately 84.5% of target, each for the portion of the performance period prior to the termination of employment. The number of actual shares earned by each named executive officer based on operating cash flow for fiscal 2019 was 67.5% of target for the fiscal 2019 award, and for fiscal 2020 was 120.6% and 122.3% of target for the respective awards. Note that PSAs from fiscal 2018 are not included in this table since they are deemed to be earned as of January 31, 2020.

(8)	This represents the amount by which cash severance payments would be reduced in accordance with our severance policy to avoid excise taxes which would otherwise be payable pursuant to Sections 280G and 4999 of the Internal Revenue Code.

(9)

In the event employment is terminated due to disability, a pro rata portion (based on the portion of the performance period completed prior to the employment termination) of the performance shares determined to have been earned at the end of the three-year performance period will be paid out after the end of the performance period. For PSAs addressed in this table, these determinations cannot be made until after the end of fiscal 2021 and fiscal 2022, respectively.

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•	As of December 31, 2019 (our “Determination Date”), we collected data for all employees globally and used base pay as our consistently applied compensation measure. We identified employees within a narrow range of the estimated median and then used statistical sampling to select the median employee from within that range.

•	the median of the annual total compensation of all employees of our company (other than our CEO) was $93,568; and

•	the “annualized” total compensation of our CEO was $6,162,984.

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•	evaluated the qualifications, performance and compensation of the company’s independent auditor (EY);

•	separately met with the internal auditor and EY to discuss any matters that the internal auditor, EY or the Audit Committee believed should be discussed privately without members of management present;

•	reviewed and discussed with EY the items required to be disclosed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;

•	received written disclosures and the letter from EY regarding its independence required by applicable requirements of the PCAOB, and discussed with EY its independence;

•	reviewed and discussed with management and EY the company’s internal control over financial reporting; and

•	reviewed and discussed with management and EY the audited consolidated financial statements for the fiscal year ended January 31, 2020.

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(1)

Audit Fees consist of professional services rendered for the audit of the annual consolidated financial statements, including the audit of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and the review of quarterly consolidated financial statements. Audit fees also include services that are normally provided by the accountant in connection with the audit, such as consents and certain other company SEC filings and submissions.

(2)

Audit-Related Fees reflect fees for services that are reasonably related to the performance of the audit or review of the company’s financial statements. For fiscal 2020, this included fees related to the company's implementation of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 842, Leases, and due diligence services. For fiscal 2019, this included fees related to the company’s adoption of ASC Topic 606, Revenue from Contracts with Customers, and fees for audit services related to the acquisition of Engility.

(3)	Tax Fees include a variety of permissible tax services related to preparation and/or review of statutory tax filings within U.S., foreign, and state jurisdictions, general tax advisory services (including research and discussions related to tax compliance matters) and assistance with credits and incentives opportunities in various jurisdictions.

(4)	All Other Fees for fiscal 2020 related to advisory fees in connection with one of the company's customer contracts. For fiscal 2019, these fees related to advisory fees in connection with Service Organization Controls 2 readiness for one of the company’s customer contracts, delivery and training on various SharePoint templates, and workforce optimization advisory services.

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(1)	Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on February 4, 2020 in which BlackRock, Inc., a holding company filing on behalf of a number of its subsidiaries, reported that it has sole voting power over 6,085,601 shares and sole dispositive power over 6,198,792 shares.

(2)

Information shown is based on information reported by the filer on a Schedule 13G/A filed with the SEC on February 12, 2020 in which The Vanguard Group, an investment adviser filing on behalf of itself and two wholly-owned subsidiaries, reported that it has sole voting power over 118,938 shares, shared voting power over 10,978 shares, sole dispositive power over 5,322,663 shares and shared dispositive power over 123,693 shares.

(3)	Information shown is based on information reported by the filer on a Schedule13G filed with the SEC on January 24, 2019 in which General Atlantic LLC, a private equity firm filing on behalf of itself and seven affiliates, reported that it has shared voting power and shared dispositive power over 4,032,200 shares.

(4)	Information shown is based on information reported by the filer on a Schedule 13G filed with the SEC on February 11, 2020 in which Boston Partners, an investment adviser filing on behalf of itself, reported that it has sole voting power over 2,607,844 shares, shared voting power over 4,695 shares and sole dispositive power over 3,117,604 shares.

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(1)

Information in this column includes (a) the approximate number of shares allocated to the account of the individual by the trustee of the SAIC Retirement Plan as follows: Mr. Scanlon, 4,604 shares; and all directors and officers as a group, 65,338 shares, (b) shares held by certain trusts established by the individuals as follows: Mr. Bedingfield, 12,631 shares; Mr. Shane, 2,000 shares; and Ms. Keene, 36,324 shares.

(2)	Represents vested stock units attributable to the individual or the group in the Key Executive Stock Deferral Plan. Shares held in these plans are voted by the trustee in the same proportion as all other stockholders collectively vote their shares of common stock.

(3)	Shares subject to options exercisable or RSUs subject to vesting, both within 60 days following April 7, 2020.

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(1)

EBITDA is a performance measure that is calculated by taking net income and excluding interest expense, interest income, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is a performance measures that excludes restructuring and acquisition and integration costs that we do not consider to be indicative of our ongoing operating performance. Integration costs excluded are costs to integrate acquired companies and include the costs of strategic consulting services, facility consolidation and employee severance. The acquisition and integration costs relate to the company’s significant acquisitions of Engility in January 2019 and Unisys Federal in March 2020. We believe that these performance measures provide management and investors with useful information in assessing trends in our ongoing operating performance and may provide greater visibility in understanding the long-term financial performance of the Company.

(2)	Adjustment to reflect the portion of acquisition and integration costs recovered through the company's indirect rates in accordance with Cost Accounting Standards.

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(1)

Adjusted operating income is a non-GAAP performance measure that excludes restructuring and acquisition and integration costs that we do not consider to be indicative of our ongoing operating performance. The acquisition and integration costs relate to the company’s significant acquisition of Engility in January 2019 and Unisys Federal in March 2020. EBITDA is a non-GAAP performance measure that is calculated by taking net income and excluding interest expense, interest income, provision for income taxes, and depreciation and amortization. We believe that these performance measures provide management and investors with useful information in assessing trends in our ongoing operating performance and may provide greater visibility in understanding the long-term financial performance of the company.

(2)	Information not included as this financial measure was not applicable for determining STI award amounts for this fiscal year.

(3)	The STI performance goals for fiscal 2019 were based on the company's standalone financial information and excluded $19 million of net loss, $8 million of provision for income taxes (benefit) and $4 million of depreciation and amortization related to Engility during the period from January 14, 2019 through February 1, 2019. No adjustments were made to the other fiscal years presented.

(4)	The STI performance goals for fiscal 2019 were based on SAIC standalone financial information and excluded $31 million of cash flows used in operating activities related to Engility during the period from January 14, 2019 through February 1, 2019. No adjustments were made to the other fiscal years presented.

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