SEC Filing - Leidos

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2013

SAIC, INC.

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

(Exact names of registrants as specified in their charters)


DELAWARE	001-33072 000-12771	20-3562868 95-3630868
(State or other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

1710 SAIC Drive, McLean, Virginia		22102
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (703) 676-4300

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	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))

Item 7.01.

Other Events.

Management of SAIC, Inc. (to be renamed Leidos Holdings, Inc. (“Leidos”)) and SAIC Gemini, Inc. (“New SAIC”) will hold a joint Investor Day at the Waldorf Astoria Hotel in New York City on September 11, 2013, beginning at approximately 8:25 a.m. Eastern to discuss the upcoming separation of Leidos and New SAIC. A live video broadcast of the event along with presentation materials will be available to the public through links on the Investor Relations section of the SAIC website at http://Investors.SAIC.com.

A copy of the investor presentation materials relating to Leidos is furnished as Exhibit 99.1 to this report and a copy of the investor presentation materials relating to New SAIC is furnished as Exhibit 99.2 to this report.

The information contained in this report, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) EXHIBITS


Exhibit Number		Title

99.1		Investor Presentation Materials (Leidos).

99.2		Investor Presentation Materials (New SAIC).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


SAIC, INC.

By:		/s/ Raymond L. Veldman
		Name: Raymond L. Veldman Title: Secretary and Assistant General Counsel


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Raymond L. Veldman
		Name: Raymond L. Veldman Title: Secretary and Assistant General Counsel

Dated: September 11, 2013

Exhibit 99.1

Waldorf Astoria Hotel –

New York, NY

Leidos Investor Day

September 11, 2013

Forward-Looking Statements

Certain statements in this presentation contain or are based on "forward-looking" information within the meaning of the Private Litigation Reform Act of

1995. In some cases, you can identify forward-looking statements by words such as "expects," "intends," "plans," "anticipates," "believes," "estimates”

and similar words or phrases. Forward-looking statements in this presentation include, among others: our intent to separate into two independent

publicly

traded

companies

result

the

proposed

spin-off

and

the

timing

the

proposed

transaction;

revenue,

growth,

profitability

and

cost-

efficiency expectations for the company following the spin-off; the expectation that the spin-off will be tax-free; statements regarding the resources,

potential, priorities, competitive positioning, opportunities and addressable markets for the company following the spin-off; expectations about future

regular

special

dividends,

stock

repurchases

and

other

anticipated

uses

capital.

These

statements

reflect

our

belief

and

assumptions

future

events that may not prove to be accurate.

Actual performance and results may differ materially from the forward-looking statements made in these slides depending on a variety of factors,

including: developments in the U.S. Government defense budget, including budget reductions, implementation of spending cuts (sequestration) or

changes

budgetary

priorities;

delays

the

U.S.

Government

budget

process

approval

raise

the

U.S.

debt

ceiling;

delays

the

U.S.

Government

contract

procurement

process

the

award

contracts;

delays

loss

contracts

result

competitor

protests;

changes

U.S.

Government

procurement

rules,

regulations

and

practices;

our

compliance

with

various

U.S.

Government

and

other

government

procurement

rules

and

regulations;

governmental reviews, audits and investigations of our company; our ability to effectively compete and win contracts with the U.S. Government and other

customers; our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our

employees; our ability to accurately estimate costs associated with our firm-fixed-price and other contracts; our ability to comply with certain agreements

entered

into

connection

with

the

CityTime

matter;

cybersecurity,

data

security

other

security

threats,

systems

failures

other

disruptions

our

business; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues; our ability to effectively acquire

businesses and make investments; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to

manage performance and other risks related to customer contracts, including complex engineering or design build projects; the failure of our inspection

or detection systems to detect threats; the adequacy of our insurance programs designed to protect us from significant product or other liability claims;

our ability to manage risks associated with our international business; our ability to declare future dividends based on our earnings, financial condition,

capital requirements and other factors, including compliance with applicable laws and contractual agreements; risks associated with the proposed spin-

off of our technical, engineering and enterprise information technology services business, such as disruption to business operations, unanticipated

expenses, significant transaction costs and/or liabilities, the timing of the spin-off or a failure to complete the proposed spin-off or realize the expected

benefits of the proposed spin-off; and our ability to execute our business plan and long-term management initiatives effectively and to overcome these

and other known and unknown risks that we face. These are only some of the factors that may affect the forward-looking statements contained in these

slides. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with

the U.S. Securities and Exchange Commission.

All information in this presentation is as of September 11, 2013. The Company expressly disclaims any duty to update the forward-looking statement

provided

this

presentation

reflect

subsequent

events,

actual

results

changes

the

Company's

expectations.

The

Company

also

disclaims

any

duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

START

STOP

DURATION (mins)

TOPIC

7:30

8:25

Registration and Continental Breakfast

8:25

8:30

Opening Remarks and Introductions: John Sweeney, Investor

Relations

8:30

8:50

Introduction and Company Overview: John Jumper, CEO

8:50

9:20

Strategy and Operations: Stu Shea, President & Chief Operating

Officer

9:20

9:40

CEO and COO Q&A

9:40

10:10

National Security: Lou Von Thaer, Sector President

10:10

10:30

National Security: Q&A

10:30

10:45

Break

10:45

11:15

Health and Engineering: Joe Craver, Sector President

11:15

11:35

Health and Engineering: Q&A

11:35

11:40

Financial: Mark Sopp, Chief Financial Officer

11:40

12:00

Financial: Q&A

12:00

12:15

Closing Remarks: John Jumper, CEO

Investor Day—Wednesday, September 11

Introduction and Company

Overview—

John Jumper

CEO

$200M+ cost savings with more to come in FY15

Emphasize profit growth over top line revenue

–

Target 10.0% EPS annual growth

–

Continuous improvement driving lower rates & higher margin

Strong cash generation: priority return to shareholders

–

$400M annual operating cash flow

Stable business base: doing the important things

–

Intelligence, Health, Energy, Environment

Technology leverage: deep analytics, cybersecurity

Remove Organizational Conflict of Interest

Unlocking The Value of Leidos

What Has Changed…

Old SAIC

Leidos

1,000 flowers blooming and internal

competition

Organizational Conflicts of Interest

Higher cost structure

M&A-focused capital deployment

Cash on the balance sheet

Optimized portfolios, shared resources

and leveraged technology

Free to pursue more business

Designed to cost

Return-focused capital deployment

Cash returned to shareholders

Our Transformation

Our Key Leaders With You Today

JOHN JUMPER

Chairman and Chief

Executive Officer

STU SHEA

President and Chief

Operating Officer

MARK SOPP

Chief Financial

Officer

JOE

CRAVER

President,

Health and

Engineering Sector

LOU VON THAER

President,

National Security

Sector

Aligned in Their Vision for the Company

Our Board of Directors

JOHN P. JUMPER

Chairman & Chief

Executive Officer

DAVID G. FUBINI

Director

JOHN J. HAMRE

Director

MIRIAM E. JOHN

Director

ANITA K. JONES

Director

HARRY M. J. KRAEMER, JR.

Director

LAWRENCE C. NUSSDORF

Director

ROBERT S. SHAPARD

Director

NOEL B. WILLIAMS

Director

Stable National Security Sector revenues combined with growth

opportunities in Health and Engineering

Removal of organizational conflicts of interest

Continuous improvement to drive down costs

Target operating margin of 8.0%+

Low Cap Ex requirements

Strong operating cash generation: Target $400M

operating cash

flow in FY15

Return Value to Shareholder

–

Attractive dividend yield

–

Priority on returning cash to shareholders

–

Higher threshold for acquisitions

Investment Rational

Strategy and Operations—

Stu Shea

PRESIDENT AND CHIEF OPERATING OFFICER

Executing on Our Vision

Why Leidos Matters

Who We Are

What Makes Us Distinctive

What is Our Value Proposition

What You Should Expect From Us

We Have a Roadmap for Delivering Value to our Shareholders

Why Leidos Matters: Convergence of Megatrends

Giving Rise to Opportunities in Enduring Markets That Matter

Increasingly

Impactful

Cybersecurity

Threats

National

Security Threats

Protected

Environment

Clean

Water

Aging Critical

Infrastructure

Border

Protection

Cyber

Threats

Global

Pandemics

Clean

Energy

Preserve

Natural

Resources

Affordable

Healthcare

Increasingly Challenging Economics,

Geopolitics, and Urbanization

Increasingly

Global,

Interconnected

Markets

Increasingly Complex,

Data Rich Environments

Who We Are

Solutions That Secure Our Future and Our Way of Life

FY2014 revenues: ~$6B

National

Security

68%

Health

14%

Engineering

17%

National Security Sector

~$4B revenue

13,500 employees with >10,500 possessing

DoD, TS/SCI, SAP/SAR, and DoE security

clearances

99% government, <1% commercial

Critical mission support for intelligence

community

C4ISR R&D and solutions for DoD

Industry-leading cybersecurity capabilities

Health & Engineering Sector

~$2B revenue

9,500 employees

63% commercial, 37% government

Healthcare information technology, electronic

health records, and advanced data analytics

Health and life science / clinical research

Energy grid and critical infrastructure design

and integration

Revenue Composition

Diversified and Stable Revenue Base, Low Concentration Risk

Contract Type

Prime vs. Subcontract

Contract Concentration

IDIQ v. Non-IDIQ

Employee Location

Customers

OCO Exposure

Intelligence /

Cyber

Other

Commercial

Federal

Gov

Defense

Top 5

Top

6-10

Subcontract

T&M

Fixed Price

Cost Plus

Customer

Site

Non

IDIQ

Prime

OCO

Non OCO

Leidos

Site

IDIQ

We Have the Right Team

A Balanced, Well-Educated Workforce Capable of Creating the Right Solutions

United States

Top Operating Locations

International

Years of Service

Degrees

Veterans

Concentration

Washington, DC (26%)

Baltimore, MD (16%)

San Diego, CA (6%)

Boston, MA (3%)

Orlando, FL (3%)

Dayton, OH (2%)

St. Louis, MO (2%)

Pensacola, FL (2%)

Knoxville, TN (1%)

Oklahoma City, OK (1%)

Afghanistan

Kuwait

Germany

Canada

Japan

Korea

Australia

United Kingdom

Italy

Iraq

Social

Sciences

Engineering

Veterans

Non Veterans

Masters

Bachelors

Others

Doctorate

<2 years

2-5

years

5-10

years

>10

years

Business,

Law,

Economics

Health ($43B)

•

National Security ($94B)

•

Evolve value-based

healthcare through data

analytics

•

Embed cybersecurity for

privacy protection

•

Focus on agile, mission-

critical integration

•

Exploit & leverage

technology for mission

advantage

•

Build on IT, analytics and

engineering capabilities

•

Bring science &

technology solutions

Engineering ($80B)

•

What Makes Us Distinctive: Rich Markets

Leveraging Technical Capabilities and Innovate Across Markets

One company in three opportunity rich markets of global importance

Drive leading C4ISR

solutions in challenging

mission environments

across all operational

regimes

Improve access and quality

of healthcare by driving

digitization, interoperability

and personalized medicine

Expand commercially and

internationally to meet

global infrastructure and

natural resource needs

What Makes Us Distinctive: Competitive Levers

Leidos’

3 Competitive Levers are Unique, Complete, and Proven

Deep

Customer

Domain

Knowledge

Deep scientific,

technology, and

subject matter

expertise

Complex

data and

analytic

insight

Relevant

customer

operational

expertise

Community

thought

leadership

People,

Process,

and Tools

Highly educated

workforce

ISO, CMMI

certifications

Physics-based

modeling and

simulation

Scalable

Capabilities

Applied

research and

development

Pilot

engagements

and system

prototypes

Component,

systems, and

subsystems

Agile, quick

reaction/

delivery

solutions

3 Key Levers

The Leidos Performance Value Chain

What Makes Us Distinctive: Solutions That Work

Our Strategy Gives Us a Roadmap for Meeting Our Objectives

People, Processes,

and Tools

Deep Customer

Domain Knowledge

Agile development

processes

Repeatable processes

Reliable integrators

Physics-based modeling

and simulation

Science and technology

heritage

Practical operational

knowledge

Embedded with our

customer

community

Critical to mission

success

Respected community

thought leadership

Concept to creation

Information-enabled

engineering

Advanced data

analytics

Full range of

CyberSecurity

Appropriate solutions

Scalable

Capabilities

One company with Three Unique Levers

What Makes Us Distinctive: Information-Driven

Capabilities

Achieving technology leverage

–

Market

pull

enabled

technology

Provides channel access to customers

–

Technology

push

informed

the

market

Retains the imperative of innovation

Opportunity to scale

–

Diverse markets share common technical challenges

Health market drowning in data and need to offset demanding regulatory

challenges

Future of a highly-interconnected infrastructure (energy sensors)

–

Additional investments key capabilities

Enterprise Strategy, Focused Leadership, and Repeatable Solutions

Leidos Investment Thesis

Compelling vision and performance objectives

Balanced financial strategy

Repeatable operating model

Aggressive portfolio management

Common core of information-driven capabilities

Proximity and criticality to operators & customers

Continually optimized cost structure

What You Should Expect From Us: Performance

Maintain discipline

–

Laser-focused on core markets

–

Controlled adjacencies

Expanding commercial

portfolio

Technology sharing

–

Increased, shared investment

Economic profit improvement

–

Quality revenues

–

Educated workforce

–

Higher margin expectations

We Will Drive Profit Growth While Earning a Competitive Return on Capital

Perform on current contracts

–

Early contract reviews

–

Integrated early warning system

Divestitures and monetization

–

Portfolio shaping

Better return of capital

to shareholders

Continuous attention to cost

efficiencies

–

Improved business ecosystems

National Security

Engineering

Health

Cybersecurity

National Security—

Lou Von Thaer

SECTOR PRESIDENT

~$4B in revenues

NSS capabilities aligned to address our Nation’s vast Intelligence &

Defense requirements

Intelligence collection, analysis and exploitation of data expertise are

indispensable in today’s world

–

Comprises 80% of NSS revenues

New multibillion dollar OCI-deconflicted markets available to pursue

Forty-four year track record of winning competitively and executing

Highly regarded industry reputation

–

Adept at rapidly developing and producing cost-effective solutions

National Security Sector -

Positioned for

Success

Leidos

Information

Enabled

Solutions

Market Shift Plays to Leidos’

Advantage

CONVERGENCE

In the future, those that control the

information will control greater

portions of the budget

PHYSICAL REALM

DIGITAL REALM

OPERATIONAL REALM

Disclosed US Government Intelligence Budget

Intelligence Spending

CURRENT DOLLARS $B

Key contributors to U.S. intelligence for four decades

Sources:

DNI

disclosure

National

Intelligence

Budget

DoD

Green

Book;

USD

not

adjusted

for

inflation.

80%

of our current revenue

National Security

Sector Revenue

2006

2007

2008

2009

2010

2011

2012

2013

MIP Budget

NIP Budget

$10

$20

$30

$40

$50

$60

$70

$80

$90

80%

INTELLIGENCE

15%

DEFENSE

DHS &

COMMERCIAL

Expanding Growth Into Defense Market

Reagan Era

Vietnam Era

Iraq/Afghanistan

Source: DoD Green Book, USD not adjusted for inflation

Long-term growing market

DoD Spending

CURRENT DOLLARS $B

War Funding

Current Year

$100

$200

$300

$400

$500

$600

$700

$800

Addressable market increases dramatically upon separation

Significant opportunity space in long term Defense budgets

National Security Sector Unconstrained

Markets

$37B

AIR FORCE

NAVY

ARMY

SOCOM & UNIFIED

COMMANDS

$10

$20

$30

$40

National Security

Maritime

Systems

Space

Systems

Airborne

Systems

Ground

Systems

Readiness &

Sustainment

Cybersecurity

Intelligence Analysis &

Production

Intelligence

Systems

Critical Mission Support in all Operational Domains:

Air, Land, Sea, Space and Cyberspace

National Security at a Glance

13,500

PROFESSIONALS

10,500

WITH SECURITY CLEARANCES

Broad technology,

development and

integration capabilities

CONTRIBUTE TO OUR CUSTOMER MISSIONS…

OUR CORE RESOURCES…

DHS AND COMMERCIAL

15%

DEFENSE

80%

INTELLIGENCE

National Security at a Glance

Increase of $37 Billion in Addressable Market

BUSINESS

SEGMENT

REVENUE

PERCENTAGE

ADDRESSABLE

MARKET

Technology

25%

$47B

Intelligence

60%

$23B

Cybersecurity

15%

$24B

$94B

Diversified contract base

Top 10 contracts < 25%

of total revenues

9 of Top 10 contracts in

stable intelligence market

National Security at a Glance

FY14 Top Contracts

PROGRAM

REVENUE

BUSINESS

SEGMENT

Classified

$154M

Intelligence

Saturn Arch

$140M

Technology

GGI

$102M

Intelligence

MRAP JLI

$ 99M

Intelligence

Classified

$ 97M

Cyber

Classified

$ 86M

Cyber

Classified

$ 85M

Cyber

Buckeye

$ 79M

Technology

Blue Devil

$ 72M

Technology

Joint Intel Ops Center

$ 70M

Intelligence

27%

Fixed

Price

Proximity to operators & deep domain expertise

Capabilities address emerging market needs

Rapidly deploy cost-effective technical solutions

Advanced analytics to solve complex information

problems

Cybersecurity to defend critical missions and systems

Well positioned in market for revenue & profit growth

Market leader with prime contracts

Broad and established base

Positioned for OCI deconflicted defense market

Streamlined infrastructure with costs reduced 15%

Prolific business development engine

60% increase in proposal submissions

$7B of bids pending award

•

Additional $7B of IDIQ bids submitted

Competitive

win

rate

(50

–

65%)

History as a Fierce Competitor

88%

PRIME

82%

Base Funding

61%

Cost Plus

12%

T&M

27%

Fixed

Price

88%

PRIME

12%

SUB

82%

Base Funding

18%

OCO

Horizontally Integrated

Solutions into New

Markets

Leidos National Security Strategy

Consistent,

Reliable,

Secure

Technology

and

Information

Globally

for

all

Customers

Technology

Intelligence

Cybersecurity

Intelligence

Defense

Homeland Security

Healthcare

Engineering

Utilities

BUSINESS SEGMENTS

DELIVERY FOCUS

MARKETS

Quick to Market

Tailored to Need

Predictive Analytics

Full Life Cycle Support

Affordable

Global Operations

Technology Business Segment

Technology-driven end-to-end integrated solutions operating in the air, land, sea & space

Advanced Technology Solutions to Differentiate Leidos Offerings

R&D in air, sea, ground & space

Autonomous and distributed solutions

Modeling, simulation and training

Wide range of technical solutions

First full-spectrum ISR in theater

Leading Navy’s diesel submarine tracking

prototype

Developing one of two high-speed

prototype crafts for USSOCOM

Transitioning to new markets

Unmanned, autonomous naval systems

Advanced electronic warfare

Border Security missions

Classified next generation sensors

Saturn Arch

Buckeye

Desert Owl

Blue Devil ISR

Target Recognition

Tactical Sonar

Naval Warfare Engineering

MOJAVE

ACTUV

Integrated WMD

Targeting & Intelligence Support

CAPABILITIES

PRIMARY CUSTOMERS

Research organizations across DoD

Success Story: Distributed Airborne Information

Solutions

Deployed technologies on Blue Devil, Buckeye, Desert Owl, Radiant Falcon, Saturn Arch

Catching Bad Guys and Protecting our Troops

Mission Needs

Customer needed to integrate sensor operations to identify and address threats

Leidos Response

Leidos combined our expertise, experience, and technologies to develop solutions quickly to

match the need

Idea to deployment in less than10 months

Result

Delivered

rapid

persistent,

multisource,

integrated

intelligence

capability

Identified multiple high-value targets

Protected U.S. and coalition troops operating in high-threat areas

Day & Night

3-D Geospatial

Multiple Sources

Full Motion Video

Wide Area Imagery

Technology Business Segment

Expanding market for Navy autonomous solutions to address expanding threats

Navy developing solution to counter diesel submarines

Leidos ability to meet Navy’s need

Leading

prototype

design

track

diesel

electric

submarines

for

months

fraction

their

size

and

cost

Leveraging integration capabilities in ocean modeling, systems engineering and integration, and software

development

Enabled by experience in design and build of maritime sensors, communications systems, autonomous

controls, and propulsion systems

Positions Leidos for expanded Navy business over the coming decade

Growth Opportunity: Naval Autonomous Technology

Design and integrate unmanned, autonomous solutions for intelligence and defense needs

Advanced Platform Development to Meet Demanding New Mission Needs

ACTUV: Anti-Submarine

Warfare (ASW) Continuous

Trail Unmanned Vessel

130

FEET LONG

FEET WIDE

TONS

Technology Business Segment

Growing market for multiple mission autonomous systems

Navy

developing

affordable,

versatile

systems

for

deploying

and

retrieving

equipment

Leidos ability to meet Navy’s need

Leveraging ACTUV prototype design experience

Knowledge in underwater operations, propulsion, and controls

Broad experience in intelligence, surveillance, and reconnaissance

Expanding Leidos offering for next-generation Navy systems

Growth Opportunity: Naval Autonomous Technology

Design and integrate unmanned, autonomous solutions for intelligence and defense needs

Leveraging

Technology

and

Experience

into

Affordable

Future

Navy

Workhorse

FEET LONG

FOOT DIAMETER

TONS

UUV:

Unmanned

Underwater

Vehicle

Technology Business Segment

Intelligence Business Segment

Building wide range of information processing systems solving toughest challenges today

Delivering “Glue-ware”

to Create Integrated Systems for Decision Makers

PRIMARY CUSTOMERS

System Engineering & Integration

Delivering across Intelligence & Defense

Pursuing adjacent markets in Defense

Classified

Intelligence Communications

Army Military Intel Enterprise

Joint Intelligence Ops Center

Geospatial Production

iSTORE Content Management

MRAP JLI

Distributed Common Ground

System

GPS System Engineering

TACAN Replacement

CAPABILITIES

Advanced analytics

Software development

Intelligence analysis & operations

Integrated logistics solutions

Top geospatial products producer for IC

Leading NSA & Army data analytics

First Intel & Defense Cloud architectures

Bid Data & Cloud solutions

Integrated intelligence systems

Infrastructure protection

Modernization, readiness & sustainment

Mission Need

Intelligence community must review massive amounts of data to make accurate decisions

Leidos Response

Leidos leveraged our domain knowledge, data analytics and software development

capabilities to deliver the leading data analytics platform

Result

Leidos solution “transformed tactical intelligence”

Leidos implemented a 40x improvement in throughput following year

“The most significant SIGINT system in aiding the Warfighter in the past 10 years”

In 2013, Leidos developed a commercial platform operating at a 200x improvement

Success Story: Big Data Analytic Solution

Leverage leading data analytics successes in Intelligence into broader markets

ENERGY

HEALTH

DEFENSE

DHS

CRITICAL INSIGHT

Intelligence Data

Analytics Tools

Commercial Data

Analytics Tool

Intelligence Business Segment

DHS seeking low-risk near-term

solution for U.S. border security

–

Failed Secure Border Initiative program

delayed border security implementation

–

Seeking proven system to detect and

track items of interest along nation's

borders

Leidos ability to meet DHS’

need

–

Leverage security and force protection

–

Integrated solution with proven systems

and operations experience

–

Automated solution flexible and easy to

operate

–

Positioned for growth in U.S. and global

markets

Growth Opportunity: Border Security

Surveillance

Rapid solution deployment for high confidence border security

Proven, affordable and flexible solutions for border security

Intelligence Business Segment

Cybersecurity Business Segment

Delivering over $700M of Cybersecurity to the Intelligence Community to constantly defend critical

infrastructure against the most sophisticated adversaries

Leveraging Cyber leadership in Intelligence to address increasing commercial demands

Leading Cyber Provider in Intelligence

Community

Computer Defense, Exploitation, & Ops

Predictive Cyber analytics

Largest forensics malware in IC

Large-scale systems design and integration

Delivering Broad Cyber Solutions

Cryptographic algorithms, key management

Cyber software development

Navy 2013 Tech Award: Cyber Domain Services

Expanding Cyber beyond Intelligence

Community

Federal Government

Classified (Multiple)

Key Management

U.S. National Data Center

Key Management

Commercial & Critical

Infrastructure

Health

Critical Infrastructure

Commercial Providers

CAPABILITIES

PRIMARY CUSTOMERS

Mission Needs

Intelligence community faced with constant, sophisticated cyber attacks

Leidos Response

Developed solution to identify and defend against new cyber threats

Delivers software to defend against new attacks, and protect networks across IC

Result

Enterprisewide protection from new and emerging cyber threats

Well positioned to leverage capabilities across defense and commercial markets

Success

Story: Cyber Signature Management

Delivering cyber signatures to protect critical Intelligence Community infrastructure

Cybersecurity Business Segment

DHS and commercial companies seeking secure network solutions

Cyber threats continue to expand in numbers and sophistication

Need for reliable cyber protection expanding

Leidos has the ability to meet emerging needs

Deliver differentiated solutions to protect networks and information

Provide cybersecurity defense and incident response

Highest margins, fastest growing market

Solutions in development

Growth Opportunity: Cyber Threat Operations

Using

intelligence-based

capabilities,

deliver

cybersecurity

protect

federal

and

commercial

entities

Cybersecurity Business Segment

Competition

Intelligence & Security

Information Systems

& Technology

Information Systems &

Global Solutions

National Security

Solutions

Intelligence, Information

& Services

Information Systems

Defense, Space & Security

SERVICES

Mission, Cyber &

Intelligence Solutions

SYSTEM INTEGRATORS & SOLUTIONS

NSS brings a 44 year history of performance in good markets and bad

–

Leidos design drives horizontal technology collaboration in expanded markets

–

Continual focus on streamlined operations at reduced cost

–

Expanded focus on increasing earnings to drive shareholder value

Continued need for intelligence and market shift plays to Leidos’

advantage

Nimble and affordable

Uniquely positioned to compete

Summary

Leidos –

Missions that Matter

Health & Engineering—

Joe Craver

SECTOR PRESIDENT

Long-term market presence with solution and service delivery at scale

Applied solutions focused on large, receptive commercial markets

Core capability leverage with broad impact across multiple market

segments

Health & Engineering Sector

Healthcare

Engineering

~$2B Revenues

Commercial

Federal

63%

37%

43%

57%

Leidos Health

Material presence and scale in more than $35B healthcare IT market

Market drivers and business imperatives creating need for health

organizations to seek applied solutions

Extensive

client

list,

reputation

for

quality

and

partnered

with

all

the

industry leading software vendors

Uniquely positioned with expertise in IT, clinical transformation,

behavioral health, life sciences and data analytics

Positioned to grow in both Commercial and Federal markets

Leidos

Health

–

Positioned

for

Long-Term

Success

Hardware

Telecom

Software

Internal

Services

International Health IT market is more than $90B

Total addressable market is much bigger than just Health IT

U.S. Healthcare Provider IT Market

Source: Gartner Enterprise IT spending by verticals forecast, 2013Q1

CAGR

’11–’13F

CAGR

’13F–’17F

2011

2012

2013

2014F

2015F

2016F

2017F

Leidos Health in the Marketplace

Modern Healthcare's

2013 Management

Consulting Firms

Engaged by

18 of 25

largest Academic

Medical Centers as

listed by Modern

Healthcare 2012

Worked with

15 of 18

U.S. News and

World Report’s

2012-13 Best

Hospitals Honor Roll

KLAS Ranking of Overall

Health Services Firms

#18

Healthcare

Informatics Top 100

Major Shift as Healthcare Becomes More Data-Enabled…

A New Era in Healthcare Is Emerging…

Leidos’

Analytical Capabilities and Domain Knowledge

Allow Us To Excel In Data-Enabled Environments

Tomorrow

Today

Digitization

Integration and

Interoperability

Data

Leverage

Precision Medicine

& Personalization

Health Solutions

Electronic Health Record

System Implementation

& Optimization

Health

Information

Security

Behavioral Health

Research &

Outreach

Biomedical

Data

Integration &

Warehousing

Health IT Framework

& Information

Exchange

Advanced

Data

Analytics &

Visualization

Biomedical

Research &

Development

Public Health

Surveillance

& Outreach

From the Research Bench to the Patient Bedside

EHR implementation

Optimization

Information integration

IT services

Application development and

maintenance

Ongoing system support

Legacy system support

Strategic IT planning

Meaningful use

Clinical transformation

ICD-10

Revenue cycle management

Data analytics; cybersecurity

Behavioral health

Public health

Life sciences

Health research

What We Do

45%

15%

10%

Leidos Health

5-Year

Growth

Trajectory

5–10%

3–6%

10%+

Percent of

Leidos Health

Business

30%

3–6%

EHR Consulting

(Digitization)

Systems Integration

(Integration and Interoperability)

Strategic Services and Solutions

(Data Leverage)

Health Research and Life Sciences

(Precision Medicine and Personalization)

Capabilities

Leidos Health Clients

Helping Drive the Transformation Towards Value-Based Healthcare

Federal Health Clients

Commercial Clients

EHR Consulting

Digitization

EHR Consulting

Majority of Institutions Have Underdeveloped EHR Capabilities

Data from HIMSS Analytics Database Q1 2013

Digitization

Only

27%

hospitals have

reached Healthcare

Information and

Management Systems

Stage 5 or higher

Developed & support the U.S. military AHLTA/CHCS

system, the largest EHR system ever implemented

Systems Integration

Integration and Interoperability

Provided health IT & systems integration

support in connecting Inland Northwest

Health Services (INHS), one of the nation’s

first health information exchanges, to public

health entities and applications

Supported a major Canadian provincial health system in the

creation and development of a health information network to

link healthcare providers province wide

Links nearly 300 healthcare facilities in 126 communities &

380 pharmacies connecting approximately 19,000

healthcare professionals

Nearly 10 million beneficiaries

50 treatment facilities & 360 clinics

VA/DoD EHR Integration Opportunity

Servicing over 18 million patients in both VA / MHS

Total program cost: ~ $5 -

$20 billion

High Congressional visibility creating pressure for action

Possible Scenarios:

Expansion of existing sharing platforms

Adoption of existing systems by differing agency

Integration and deployment of new EHR systems (COTS)

Systems Integration

Integration and Interoperability

Strategic Services and Solutions

True Value of Digitization is Unlocked Through Data Leverage

STRATEGIC

ADVISORY

SERVICES

VALUE-BASED

OUTCOMES

IT Strategy &

Program

Management

Cyber

Security

ICD-10

Transformation

Advanced Data

Analytics

Clinical

Transformation

Revenue Cycle

Optimization

Meaningful Use

(MU)

Data Leverage

…

directed the full implementation of clinical

and revenue cycle applications at 27 hospitals

and clinics for one of the top academic

medical centers in the country …

Revenue cycle transformation…

…

for one of the largest public hospitals

(Grady Health System) in the United States …

Advanced

Analytics…

social network analytics solutions to

support product introduction

decisions internationally for one of

the largest pharmaceutical

companies in the country …

Strategic Services and Solutions

Data Leverage

deployed

Leidos has over 25 years of combined programmatic experience providing solutions that enhance

health,

resilience,

readiness,

and

performance

through

research,

education,

training

and

counseling in areas such as:

Performance Enhancement:

Prediction of Unplanned Loss

Team Resilience

Traumatic Brain Injury

Rehabilitation

Career-Span Health

& Wellness

Operational Stress:

Post Traumatic Stress Disorder (PTSD)

Insomnia

Suicide Prevention

Depression

Re-Integration

Behavioral Sciences:

Adolescent Substance Abuse Counseling & Prevention

Substance Use & Abuse

Sexual Assault & Harassment

Family & Workplace Violence

Prevention of Sexually

Transmitted Disease (STDs)

Leidos

researchers

conduct

over

individual

research

studies

annually

and

have

supported

over

500 research projects in the last 5 years in the areas of health, resilience, and readiness

Human subject studies range from 100-2,000 and large database driven research studies are in

excess of 5 million records

Health Research & Life Sciences

Precision Medicine

and Personalization

Research and Life Sciences:

Leidos Biomedical Research

Frederick National Laboratory for Cancer Research

Advanced Technology Research Facility

Opened June 2012

Genetics

and

genomics

Proteins and

proteomics

Imaging and

nanotechnology

Advanced

biomedical

computing

Translational

Research

Precision Medicine

and Personalization

Competitive Landscape

Commercial Health

Federal Health

Leidos Health Competitive Advantage

Life

Sciences

Clinical

SME

Health IT

Advanced

Data

Analytics

Behavioral

Health &

Wellness

Health IT

Clinical

SME

Life

Sciences

ADVANCED

DATA

ANALYTICS

BEHAVIORAL

HEALTH &

WELLNESS

Leidos Engineering

Consistently meets deadlines, budget and delivers on commitments

Uses systems approach to integrate engineering, technology, IT and consulting to

address emerging challenges

Has capabilities to bring clarity and insight to large data

Leidos Engineering

…

Customer

Survey

over

800

Industry

Decision

Makers

Revealed

the

Following Top 3 Priorities…

Market Drivers

Leidos Engineering Approach is Our Advantage

Combining Horizontal Capability & Applying to Industry Sectors

Addressing Market Interdependence Through Horizontal Leverage

Tomorrow

Today

Foundational

Differentiating

Disruptive

Architecture

Engineering

Environmental

DesignBuild

Systems Engineering

Systems Integration

Program Management

Financial Advisory

Technology Assessment

Energy Modeling

Energy Management

Information Technologies

Sensor Integration

Physical Controls

System Automation

Business Modeling

Data Analytics

Engineering Solutions

Secure

Commerce

Business and

Financial Advisory

Water and

Waste

Energy

Management

& Efficiency

Environmental

Services

Oil, Gas and

Chemicals

Renewable

Energy

Power

Delivery

and Smart

Grid

Bringing Engineering and Technology Together in Critical Markets

Industry Rankings and Awards

TOP NATIONAL RANKINGS

Business

Information

Modeling

(BIM)

Engineering

Firms

Building

Design+

Constr.,

July

2013

Transmission

Distribution

ENR,

July

2013

Environmental

Management

ENR,

2013

Top

Program

Management

ENR,

June

2013

Top

Engineering/Architecture

Firms

BD+C,

July

2013

Top

Power

ENR,

July

2013

Top

500

Design

ENR,

April

2013

OTHER SELECT RANKINGS

Wind

Power

ENR,

July

2013

Auto

Plants

Engineering

Firms

ENR,

July

2013

Top

Data

Center

Engineering

Firms

ENR,

July

2013

Top

100

Design-Build

ENR,

June

2013

What We Do

Percentage of Leidos

Engineering Business

Leidos Engineering 5 Year

Growth Trajectory

Capabilities

Power

Oil and Gas

Commercial and Industrial

Infrastructure

25%

10%

25%

40%

Consulting

Enterprise IT

Energy efficiency

T&D and smart grid

Renewable integration

Shale gas

Asset management

Remediation

Design and engineering

DesignBuild

Architect and engineering

Energy efficiency

Advanced communications

systems

Environmental support

Water resource management

Civil engineering

Financial transactions

Secure commerce products

5-8%

8-10%

3-6%

Leidos Engineering Capabilities Delivered to Markets

Scale and Experience in Markets that Matter

Leidos Engineering Clients

…

and Other Fortune 100 Companies

Secure Commerce

Clients Include: CBP, TSA, DoD, DOS, Mexico, Middle East

Prepared

reports

nearly

1,000

power,

infrastructure

and

industrial

projects in 75 countries and territories

Independent

engineering

than

1,000

energy

projects,

nearing $200 billion in completed transactions

Active in independent engineering and owner’s advisory since 1978

Reviewed nearly 500

renewable energy and 150 biofuel projects

across 6 continents, with energy capacity in excess of 33,000

megawatts

over the last 2 years alone

Evaluated over 300 major technologies

Leidos Engineering

Lenders

Developers

–

Consulting

Engineering

7 RECENT DEAL OF

THE

YEAR AWARDS

Project Finance

Magazine

Competitive Landscape

Large Engineering

Specialized Engineering

Impact of Leidos Health & Engineering

NASA One-of-a-Kind Vibro-

Acoustic Research Facility

DesignBuild

Responsible Shale

Exploration Support

San Diego County Airport

Design, Engineering, Installation,

Testing, and Commissioning

Data Analytics

Oklahoma Cancer Research Center

Financial Overview—

Mark Sopp

CHIEF FINANCIAL OFFICER

Leidos Value Creation Roadmap

Proven Business Model –

On a New Path to Drive Shareholder Value

Profit-Focused Revenues

Year-over-year Operating Income Growth

Strong Cash Generation

Capital Allocation Effectiveness

Quality revenues; profit focus

Stay within our wheelhouse; shape portfolio

Capitalize on OCI and commercial opportunities

Greater Leidos content, integrated technology

Complete transition year costs/charges

Full-year benefit of FY14 cost reductions; ongoing

Underperforming business areas removed

Reduce cost of delivery (procurement,

subcontracting)

Profitability Actions

Geared for More Predictable and Low Capital-Intensive Profit Streams

Focus on

Profitable

Growth

Deliver

Expanded

Margins

Strong Cash Flow

Strong and Improving Capital Efficiency

Strong

Cash

Flow

No Factories

Insignificant

Pension

Variable Cost

Structure

Human

Capital

Based

Cash & Credit Statistics

Meaningful Near-Term Cash Deployment Opportunity

No debt maturities till 12/2020

Total Debt = $1,293M

Avg. Debt Rate 5.6%

Anticipate maintaining

investment grade rating

Cash at Spin

~$450M

Dividend from NSAIC

$295M

Est’d Beg. Cash

~$745M

Est’d End FY14

~$950M

CASH

DEBT

Capital Deployment

$350M Projected FCF

/Year; >$2.5B deployable next 5 years

~1/3

Maintain/Increase

Regular Dividends

>1/3

Buybacks

Special Dividends

Selective M&A

*FCF = Free Cash Flow; Derived from projected Operating Cash Flow minus projected Capital Expenditures

$0.95B

$2.6B

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

YE FY14

FY15

FY16

FY17

FY18

YE FY19

•

Established Businesses

•

Strengthens our 3 Markets

Recent Results & Outlook

Pro Forma (PF) Financials

Consolidated + segments; Oct ‘13

Leidos PF includes:

–

CityTime settlement

–

>100bps stranded costs

–

Significant special charges FY12-14

Adjusted Non-GAAP Op Income

Discrete items adjusted

Provides additional insight into core

operating performance

Reflects stranded corporate costs

and does not reflect cost savings

program

Leidos Historical Performance

$'s in millions

FY12

FY13

H1 FY14

Leidos Pro Forma Revenue

5,860

6,471

3,065

SAIC as Reported Operating Income

300

741

219

New SAIC

(343)

(288)

(105)

Stranded Corporate Costs

(66)

(70)

(41)

Separation Costs

Leidos Pro Forma Operating Income

(109)

393

128

Pro Forma Operating Income %

-1.9%

6.1%

4.2%

Non-GAAP Adjustments:

CityTime

540

Significant EAC Adjustments

Intangible Impairments

Regulatory and Legal Settlements

Adj. Non-GAAP Operating Income

472

425

214

Adj. Non-GAAP Operating Income %*

7.5%

6.6%

6.9%

* Operating Income % appropriately adjusted for CityTime and EAC revenue impacts

See Appendix for description of pro forma non-GAAP adjustments

$368

$334

$153

$100

$200

$300

$400

$500

FY12

FY13

FY14 1H

Adjusted Non-GAAP Operating Income

($M)

7.2%

$4,631

$4,646

$2,116

$1,000

$2,000

$3,000

$4,000

$5,000

FY12

FY13

FY14 1H

Adjusted Non-GAAP Revenue ($M)

Revenue

1HFY14 down due to JLI and Federal

spending cuts

Adjusted Non-GAAP Operating Income

Reflects stranded corporate costs;

does not reflect cost savings program

Adds back Impairments and EAC

adjustments for one program

National Security Segment Financials

7.9%

See Non-GAAP reconciliation in the Appendix

Revenue

Revenue; growth from acquisitions;

1HFY14 internal revenues flat

Adjusted Non-GAAP Operating Income

Reflects stranded corporate costs; does

not reflect cost savings

Adds back impairments and EAC

adjustments for one program

Health & Engineering Segment Financials

8.6%

See Non-GAAP reconciliation in the Appendix

$1,622

$1,831

$972

$500

$1,000

$1,500

$2,000

FY12

FY13

FY14 1H

Adjusted Non-GAAP Revenue ($M)

$139

$140

$79

$100

FY12

FY13

FY14 1H

Adjusted Non-GAAP Operating

Income ($M)

7.6%

8.1%

Consistent with SAIC Inc. guidance issued Sept 4, 2013, except:

–

Separation now assumed; triggers Stranded Corporate Costs ~$60M

($.12 EPS)

–

Legal expenses previously reported as part of TSIT~$10M ($.02)

–

EPS, provided on a pre-split and post-split basis

Leidos FY 14 Guidance

Revenues (billions)

5.85

6.10

EPS Continuing Operations, pre-stock split

0.45

0.51

EPS Continuing Operations, split adjusted 1:4

1.80

2.04

Operating Cash Flows (millions)

$325 +

FY15 Margin Improvement Outlook

Major Levers:

Full year benefit of $200M+

cost reductions

Ongoing streamlining; lower

wrap rates

NSS removal of non-core

under-performing business

areas

Restoring normative

commercial health margins

HES focus on higher fee

consulting engineering projects

Profit-focused incentives and

accountability

Focused on Bottom Line in Difficult Top-Line Environment

FY14 1H Adjusted Non-GAAP Operating Income

6.9%

FY14/15 cost savings program

1.0% -

1.5%

HE Sector profit improvements

0.7% -

1.25%

Anticipated portfolio changes

0.1% -

0.2%

Targeted FY15 Operating Margin

8.0%

Playing to our Strengths:

Leidos FY15 to FY17 Targets

Targeted EPS* Growth/Yr. 10.0%+

Targeted Annual

Operating Margin

8.0%+

Targeted Organic Growth:

FY15

+/-

low single digit

FY16-17

+ low single digit

Targeted Operating

Cash Flow/Yr.

$400M+

* GAAP EPS from Continuing Operations

Profit-focused

Lower cost structure

Strong Cash Flow

Attractive Regular

Dividend (~1/3 FCF)

Targeting > 1/3 FCF

buybacks/special

dividends

Attractive, large, enduring, increasingly integrated markets

Streamlining, separation, and portfolio moves prep for clean FY15+

Profit growth and capital effectiveness focus

Deployment opportunity > $2.5B over the next 5 years

–

>2/3 FCF targeted for dividends and buybacks

–

Select, established M&A to build our three markets

–

Systematically deploy excess cash

Summary

Repositioned with Focus on Driving Profit Growth and Returning Cash to Shareholders

Appendix

100

The unaudited pro forma consolidated financial information included in this presentation was derived from the Company’s

historical consolidated financial statements and is being presented to show the effect of the proposed spin-off of New SAIC.

The unaudited pro forma consolidated financial information should be read in conjunction with the historical financial

statements and accompanying notes. The unaudited pro forma consolidated financial information is presented for the six

months

ended

August

2013

and

the

years

ended

January

31,

2013

and

2012

and

assumes

the

separation

occurred

February 1, 2011.

The pro forma adjustments are based on the best information available and assumptions that management believes are

reasonable, that reflect the impacts of events directly attributable to the proposed spin-off, and that are factually

supportable. The pro forma adjustments may differ from those that will be calculated to report New SAIC as discontinued

operations in Leidos’

future filings. The unaudited pro forma consolidated financial information is provided for illustrative

and

informational

purposes

only

and

not

intended

represent

indicative

what

Leidos’

results

operations

financial position would have been had the separation occurred on the dates indicated. The unaudited pro forma

consolidated

financial

information

also

should

not

considered

representative

Leidos’

future

results

operations

financial position.

The pro forma adjustments represent the following:

–

Removal of the results of operations for the Technical Services and Information Technology segment that

comprises New SAIC.

–

Removal

non-recurring

transaction

and

infrastructure

setup

costs

incurred

the

Company

connection

with

the proposed spin-off of New SAIC.

–

Addition of certain general corporate overhead expenses (stranded costs) that were not specifically related to

New SAIC and do not meet the requirements to be presented as a component of discontinued operations.

Unaudited Pro Forma Consolidated Financial

Information

101

This presentation includes the financial measures Adjusted Non-GAAP Revenue, Adjusted Non-GAAP

Operating Income, and Free Cash Flow, all of which are defined as non-GAAP financial measures by the

Securities and Exchange Commission (SEC). These measures may be different than similarly-titled non-

GAAP financial measures used by other companies. The presentation of this financial information is not

intended to be considered in isolation or as a substitute for the financial information prepared and

presented in accordance with generally accepted accounting principles (GAAP). Explanations of our non-

GAAP financial measures are as follows:

Adjusted

Non-GAAP

Revenue

non-GAAP

financial

measure

that

reconciled

the

most

directly

comparable GAAP financial measure, Revenue. Adjusted Non-GAAP Revenue adjusts Revenue for the

following discrete events:

CityTime

–

This

adjustment

represents

legal

settlement

timekeeping

contract

with the City of New York.

Significant

EAC

Adjustments

–

This

adjustment

represents

write-downs

for

two

discrete

contracts during the periods presented that were unusual in nature and in amount.

The Company uses non-GAAP financial measure to provide investors with visibility to how the company

performed without these discrete events.

Non-GAAP Reconciliations

102

Adjusted

Non-GAAP

Operating

Income

non-GAAP

financial

measure

that

reconciled

the most

directly comparable GAAP financial measure, Operating Income. Adjusted Non-GAAP Operating Income

adjusts Operating Income for the following discrete events:

CityTime

–

This

adjustment

represents

legal

settlement

timekeeping

contract

with the City of New York.

Intangible

Impairments

–

This

adjustment

represents

impairments

long-lived

assets

due

changes

actual

performance

against

performance

projected

when

the

long

lived

assets were

acquired.

Significant

EAC

Adjustments

–

This

adjustment

represents

write-downs

for

two

discrete

contracts during the periods presented that were unusual in nature and in amount.

Regulatory

and

Legal

Settlements

–

This

adjustment

represents

settlements

for

discrete

regulatory and legal matters.

The Company uses non-GAAP financial measure to provide investors with visibility to how the company

performed without these discrete events.

Non-GAAP Reconciliations

(Continued)

103

Non-GAAP Reconciliations –

Adjusted Non-

GAAP Revenue and Operating Income

Note: The “as reported”

amounts above and throughout this presentation have been recasted to give effect to

reorganizations and discontinued operations

Non-GAAP Adjusted Operating Income Reconciliation by Sector

FY12

FY13

FY14

HE Seg

NSS Seg

TSIT

Corp Seg

Total

HE Seg

NSS Seg

TSIT

Corp Seg

Total

HE Seg

NSS Seg

TSIT

Corp Seg

Total

SAIC as Reported Revenue

1,622

4,631

4,238

(2)

10,489

1,831

4,646

4,693

(5)

11,165

972

2,101

2,116

(8)

5,181

SAIC Gemini, Inc.

(4,238)

(4,693)

(2,116)

CityTime to Leidos

(391)

(1)

Leidos Pro Forma Revenue

1,622

4,631

(393)

5,860

1,831

4,646

(6)

6,471

972

2,101

(8)

3,065

Non-GAAP Adjustments:

CityTime

410

Significant EAC Adjustments

Adj Non-GAAP Revenue

1,622

4,631

6,270

1,841

4,646

(6)

6,481

988

2,116

(8)

3,096

Sector as Reported Operating Income

156

398

(199)

(55)

300

160

371

314

(104)

741

157

139

(122)

219

SAIC Gemini, Inc.

199

(314)

(286)

(139)

(105)

Stranded Corporate Costs

(17)

(49)

(66)

(20)

(50)

(70)

(13)

(28)

(41)

CityTime

(542)

(2)

Pro Forma Separation Costs

Pro Forma Operating Income

139

349

(597)

(109)

140

321

(68)

393

129

(33)

128

Pro Forma Operating Income %

8.6%

7.5%

0.0%

151.9%

-1.9%

7.6%

6.9%

0.0%

1133.3%

6.1%

3.3%

6.1%

0.0%

412.5%

4.2%

Non-GAAP Adjustments:

CityTime

540

Significant EAC Adjustments

Intangible Impairments

Regulatory and Legal Settlements

Adj. Non-GAAP Operating Income

139

368

(35)

472

150

334

(59)

425

153

(18)

214

Adj. Non-GAAP Operating Income %

8.6%

7.9%

N/A

7.5%

8.1%

7.2%

N/A

6.6%

8.0%

7.2%

N/A

6.9%

104

Free

Cash

Flow

non-GAAP

financial

measure

that

reconciled

the

most

directly

comparable

GAAP

financial

measure,

cash

flows

used

operating

activities.

The

company

believes

that

reporting free cash flow provides investors with greater visibility into how effectively it generates

cash. The company calculates free cash flow by subtracting expenditures for property, plant and

equipment from total cash flows used in operating activities.

Non-GAAP Reconciliations –

Free Cash Flow

($ in millions)

FY15-FY19

Projected average annual operating cash flow

400

Projected average annual expenditures for property, plant and equipment

(50)

Free cash flow

350

Exhibit 99.2

Investor Day Presentation

September 11, 2013

SAIC.com

V127 12noon

Forward-Looking Statements

Certain statements in this presentation contain or are based on "forward-looking" information within the meaning of the Private Litigation Reform Act of 1995. In some

cases,

you

can

identify

forward-looking

statements

words

such

"expects,"

"intends,"

"plans,"

"anticipates,"

"believes,"

"estimates,“

and

similar

words

phrases.

Forward-looking statements in this presentation include, among others: our intent to separate into two independent publicly traded companies as a result of the

proposed spin-off; revenue, growth and cost-efficiency expectations for the two independent companies following the spin-off; the expectation that the spin-off will be

tax-free;

statements

regarding

the

resources,

potential,

priorities,

competitive

positioning

and

opportunities

for

the

independent

companies

following

the

spin-off;

expectations about future dividends and the timing of the proposed transaction.

These statements reflect our belief and assumptions as to future

events that may not

prove to be accurate. Actual performance and results may differ materially from the forward-looking statements made in this presentation depending on a variety of

factors, including, but not limited to: failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed spin-off; adverse effects on

the market price of our common stock and on our operating results because of a failure to complete the proposed spin-off; failure to realize the expected benefits of the

proposed spin-off; negative effects of announcement or consummation of the proposed spin-off on the market price of the company’s common stock; significant

transaction costs and/or unknown liabilities; general economic and business conditions that affect the companies in connection with the proposed spin-off;

unanticipated expenses such as litigation or legal settlement expenses; changes in capital market conditions that may affect proposed debt financing; the impact of the

proposed spin-off on the Company’s or the newly formed company’s employees, customers and suppliers; disruption to business operations as a result of the proposed

transaction; the inability to retain key personnel; and the inability of the companies to operate independently following the spin-off. The proposed spin-off will be subject

to customary regulatory approvals, the receipt of a tax opinion from counsel, the execution of intercompany agreements, finalization of the capital structure of the two

corporations, final approval of the SAIC board and other customary matters.

These are only some of the factors that may affect the forward-looking statements contained in this presentation. For further information concerning risks and

uncertainties associated with our business, please refer to the filings we make from time to time on behalf of SAIC,Inc. and SAIC Gemini Inc. with the U.S. Securities

and Exchange Commission (SEC), including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal

Proceedings" sections of the Registration Statement on Form 10 of SAIC Gemini, Inc., and any amendment thereto, which may be viewed or obtained through the SEC’s

website, www.sec.gov.

All

information

this

presentation

September

2013.

The

Company

expressly

disclaims

any

duty

update

the

forward-looking

statement

provided

this

presentation to reflect subsequent events, actual results or changes in the Company's expectations. The Company also disclaims any duty to comment upon or correct

information that may be contained in reports published by investment analysts or others.

SAIC.com

SAIC Investor Day –

Wednesday, September 11

Start

Stop

Duration

(mins)

Topic

1:30

1:35

Opening Remarks and Introductions: Paul Levi, Investor Relations & Treasurer

1:35

2:15

Introduction and Company Overview: Tony Moraco, Chief Executive

Officer (CEO)

2:15

2:45

Enterprise Information Technology & Technical and Engineering: Nazzic Keene, Sector President

2:45

3:00

Break

3:00

3:30

Financial Highlights: John Hartley, (CFO)

3:30

3:45

Closing Remarks: Tony Moraco, (CEO)

3:45

4:30

Questions and Answers: Tony Moraco, Nazzic Keene, and John Hartley

SAIC.com

V127 12noon

Transaction Overview

•

On September 27, 2013, the Parent (to be renamed Leidos Holdings, Inc.) plans to spin-off the technical engineering and enterprise

information technology business

•

The IRS issued a favorable ruling as to the tax-free nature of the transaction

Distributing Company

SAIC,

Inc

(NYSE:

SAI)

changing

---

Leidos

Holdings,

Inc.

(NYSE:

LDOS)

Distributed Company

Science Applications International Corporation

Ticker

SAIC

Exchange

NYSE

Distribution Ratio

One share of SAIC for each 7 shares of SAI

Expected SAIC Shares Outstanding

~ 49 million

Dividend Policy

SAIC

currently

intends

pay

initial

dividend

$0.28

(1)

per

quarter

its

common stock

Capital Structure

$226 million Cash

$200 million Revolving Credit Facility

$500 million Term Loan

•

Expected Key Dates

When-Issued Trading Begins:

September 16, 2013

Distribution Date:

September 27, 2013 (11:59 PM/ET)

Distribution Record Date:

September 19, 2013

Regular Way Trading Begins:

September 30, 2013

(1)

Dividend adjusted for share distribution ratio

Company Overview

Chief Executive Officer –

Tony Moraco

SAIC Overview

•

Leading technology integrator

specializing in technical engineering

and enterprise IT services to the

U.S. Government

•

Long term mission service delivery

and customer relationships

•

40+ year history of successful performance

•

Significant scale and diversified contract base, over $4.0 billion in annual revenues

•

Highly skilled workforce of about 14,000 employees

•

Strong and predictable cash flow

•

Experienced management team of proven industry leaders

SAIC.com

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SAIC.com

V127 12noon

$37B

Army

Federal Civilian

Total US Government

SAIC Addressable

Prior to Split

~$160B

New Unconstrained

Addressable

~$25B

Customer

Addressable Spend

Navy/Marine Corps

$30B

DoD Agencies /

Defense Logistics

$35B

$60B

Spin Enables Access to a Larger Federal Market

SAIC Addressable After Split

~$185B

$23B

Air Force

SAIC.com

V127 12noon

Enterprise Transformation to Create a Highly

Aligned Organization

Historical SAIC, Inc. Structure

New SAIC Structure

Corporate

Defense

Solutions

Group

Intelligence

Surveillance

Reconnaissance

Group

Health, Energy &

Civil Solutions

Group

Continuing Themes

World-class Delivery

Ethical Culture

Enterprise entrepreneurship

Customer / portfolio management

Organizational alignment

Market segment focused

Enhanced utilization and resource deployment

Selling enterprise capabilities

Individual entrepreneurship

Independent contract management

Silo organization structure

Diverse industries

Ad Hoc resource deployment

Business Unit focused selling

Present Themes

New Themes

Army /

Air

Force

State &,

Local,

Commercial

Navy /

Marine

Corps

Defense

Logistics

Agency

DoD

Agencies

Commands

Federal

Civilian

Enterprise IT Services

Technical & Engineering Services

Customer Affinity

SAIC.com

V127 12noon

Investment Highlights

Focused on serving our customers leveraging both deep mission domain knowledge and the

breadth of enabling IT solutions

Strategic alignment with the enduring mission needs of our customers

Long term relationships with all key customers, with several individual contracts over 20 years

Enduring Customer Relationships

And Mission-Orientation

Technical Experts Led by

Experienced Management

Tailored Operational Model and

Competitive Structure

66% of our employees deployed at customer sites

Over 65% of workforce hold a security clearance; 32% of workforce have a technical degree

Executive team members average over 25 years of industry experience

Effective account management and service lines for critical mission delivery

Optimized corporate center leveraging shared services for efficient pricing structures

Execute enterprise best practices to include CMMI certification

Solid Financial Position

Recurring revenue base with margin expansion potential

Strong cash flow generation and balance sheet strength

Flexibility of pursuing capital deployment alternatives

Full Lifecycle Offerings

End-to-end offerings support entire mission and enterprise lifecycles

Services

include

design,

development,

integration,

training,

and

sustainment

Leadership position built upon differentiated offerings such as Supply Chain Management,

Hardware Integration, and Global Network Integration

Significant Scale and Diversified

Contract Base

One

the

largest

pure

play

technical

services

providers

the

U.S.

Government

Over 1,500 active contracts and task orders

Prime contractor on 91% of select premier contract vehicles across the federal government

SAIC.com

V127 12noon

Mission-Oriented Services Promote Enduring Revenue

Enduring Customer Relationships

Customer

Army/Air Force

Navy/

Marine Corps

Defense Logistics

Agency

DoD Agencies &

Commands

Federal

Civilian

State, Local

and

Commercial

Relationship

Strength

30+ years

20+ years

Top

Customers

and

Commands

Aviation & Missile Life

Cycle Management

Command

Program Exec. Office for

Simulation, Training, &

Instrumentation

Mission & Installation

Contract Command

Air Force 754th

Electronics Systems

Group

Research, Development

& Engineering Command

Space & Naval

Warfare Systems

Command

U.S. Fleet Forces

Command

Naval Surface

Warfare Center

Crane Division

Defense Logistics

Agency Troop

Support

Defense Logistics

Agency Land and

Maritime

U.S. Central

Command

Defense

Information

Systems Agency

Missile Defense

Agency

Defense Threat

Reduction Agency

Washington

Headquarters

Services

Department of

Homeland Security

National

Aeronautics and

Space

Administration

Department of

State

Department of

Agriculture

State of

California

Toyota

Hawaii

City of San

Diego

Sample

Contract

Values /

Lengths

$820M / 3 years

$670M / 5 years

$433M / 5 years

$667M / 3 years

$245M / 5 years

$2.3B / 10 years

$1.4B / 10 years

$1.1B / 7 years

$345M / 4 years

$255M / 5 years

$4.0B / 10 years

$3.0B / 5 years

$2.6B / 10 years

$150M /

5 years

$100M /

5 years

$43M / 5 years

SAIC.com

V127 12noon

SAIC.com

V127 12noon

Full Lifecycle Services & Solutions

Mission

& SETA

Hardware

Integration

Training &

Simulation

Logistics &

Supply Chain

Network

Integration

Software

Integration

Emerging IT

Solutions

IT Managed

Services

SAIC

Services &

Solutions

DESIGN

Engineering

& Analysis

BUILD

Develop &

Integrate

SUPPORT

Operations &

Maintenance

SAIC.com

V127 12noon

Significant Scale and Diversified Contract Base

Contract Type

Contract Concentration

Revenue Mix

Balanced Distribution of

Revenue Sources

Scalable Prime Contracts

91% SAIC Prime Contracts

Over 1,500 Active

Contracts and Task Orders

Over $7B in Backlog

Time & Materials

29%

(1)

Includes fixed-price-level-of-effort.

ID/IQ vs. Non-ID/IQ

Strong ID/IQ Contract

Win Rate

Generally a Top 5 Task

Order Awardee on

Multi-Award ID/IQ’s

Cost Reimbursable

38%

Fixed Price

33%

Materials

20%

Subcontractors

38%

Top 5

Contracts

35%

Top 6 –

Contracts

11%

Other

Contracts

54%

ID/IQ

86%

Non-ID/IQ

14%

Value Add Labor

42%

SAIC.com

SAIC Competitive Landscape

OEM Defense

Contractors

Pure Play

SETA & Government Services

Diversified IT

Services

SAIC competes effectively across this landscape

SAIC.com

V127 12noon

Customers

SAIC Market Position

Offerings

Network Integration

Software Integration

IT Managed Services

Emerging IT

Mission & SETA

Hardware Integration

Training & Simulation

Logistics & Supply Chain

Grow

Protect/Expand

Benefits

Addressable Market

$24B

$60B

$32B

$3B

$30B

$60B

Operating Model to Drive Growth

SAIC.com

V127 12noon

Workforce with Technical Expertise

•

About 14,000 employees

•

66% of employees deployed at

customer sites

•

Over 65% of employees hold a security

clearance

•

Large percentage of workforce with

higher education

•

Veterans account for approximately

25% of our workforce

•

Key certifications in critical technologies

across Microsoft, Cisco and VMware

Mission &

SETA

21%

Hardware

Integration

14%

Training &

Simulation

Logistics &

Supply

Chain

10%

Network

Integration

Software

Integration

15%

IT Managed

Services

19%

Emerging IT

Solutions

Employee Demographics

Distributed Employee Base

SAIC.com

Experienced Leadership Team

Deborah

James

President, Technical

and Engineering Sector

Brian F. Keenan

Executive Vice President

Human Capital Officer

Executive Vice President, SAIC Communications & Gov’t

Affairs

Senior Vice President, SAIC Business Unit General Manager

Former Assistant Secretary of Defense for Reserve Affairs,

Department of Defense

Senior Vice President, SAIC Corp Strategy

and Planning

Prior to SAIC, Senior Vice President and General Manager,

CGI, U.S. Enterprise Markets

Communications and IT industry experience after

graduating from the University of Arizona

Executive Vice President of SAIC Human Resources

Prior to SAIC, spent more than 15 years

at Mobil and ExxonMobil in HR leadership roles

Served seven years in the U.S. Army

Nazzic S. Keene

President,

Enterprise IT Sector

Former Acting President of SAIC’s Defense Solutions Group

Led U.S. Navy and Marine Corps marketing efforts for SAIC’s

Systems Engineering Group

21 years various assignments with U.S. Army Corps of

Engineers

Thomas G. Baybrook

Chief of Administration

and Operations

Senior Vice President and SAIC Corporate Controller

Joined SAIC in 2001 as Vice President and Director of

Accounting Operations

Before joining SAIC, spent 12 years with

Deloitte LLP

John R. Hartley

Chief Financial Officer

Laura K. Kennedy

Senior Vice President

and Chief Ethics Officer

Prior to SAIC, served as Vice President for Global

Compliance at Honeywell International

Prior to Honeywell, spent 21 years in legal private

practice, specializing in the areas

of government contracts and international

trade compliance

Prior to SAIC, served as General Counsel for MWH Global,

SRA International and Raytheon Missile Systems

Prior business law experience with Sidley Austin and

Perkins Coie in telecommunications and aerospace

industries

Mark D. Schultz

Executive Vice President

General Counsel

Thomas E. Wofford

Senior Vice President,

Internal Audit

Prior to SAIC, served as Director of Global Audit for

General Electric’s Energy Division

Prior internal audit experience with Dresser, Inc., Trinity

Industries, and E-Systems, Inc.

Also served as Manager of Finance, Controller, and CFO

with E-Systems subsidiaries

Anthony J.

Moraco

Chief

Executive

Officer

President, SAIC Government Solutions Group

President, SAIC Intelligence, Surveillance, and

Reconnaissance Group

Executive Vice President, SAIC Corporate Operations

(1) Nominated to become Secretary of the U.S. Air Force

(1)

SAIC.com

SAIC Board of Directors

Thomas F. Frist, III *

Director since

September 2009

Edward J. Sanderson, Jr. (Chairman) *

Director since

October 2002

Jere A. Drummond *

Director since

July 2003

Steven R. Shane

John J. Hamre *

Director since

June 2005

Anthony J. Moraco

Chief Executive Officer of Science Applications

International Corporation

Robert A. Bedingfield

Historical SAIC, Inc. board member

(1) Nominated to become Director of the National Science Foundation

Executive Vice President of Oracle (Retired)

President of Unisys Worldwide Services

Partner at both McKinsey & Company and Accenture

(formerly Andersen Consulting)

President of Purdue University (Retired)

Chancellor at the University of California, Riverside

Chief Scientist of the National Aeronautics and Space Administration

Principal of Frist Capital, LLC

Co-Managed FS Partners, L.L.C.

President, SAIC Government Solutions Group

President, SAIC Intelligence, Surveillance, and Reconnaissance Group

Executive Vice President, SAIC Corporate Operations

Global Coordinating Partner at Ernst & Young LLP (Retired)

Aerospace & Defense Practice Leader at Ernst & Young

Trustee of the University of Maryland at College Park Board of

Trustees since 2000

Vice Chairman of BellSouth Corporation (Retired)

President and Chief Executive Officer of BellSouth Communications

Group

President and Chief Executive Officer of BellSouth

Telecommunications, Inc

President and CEO of the Center for Strategic & International Studies

Served as Deputy Secretary of Defense

Partner at Accenture plc (Retired)

Managed Accenture’s US Federal, State and Local, Canada

Federal and Canadian Provincial businesses

Provided advisory services to the executive level at Fannie Mae

and other clients

(1)

France A. Córdova

Director since

February 2008

SAIC.com

V127 12noon

Internal Transformation

Enterprise

Investments

Tailored Offerings

Key Investment Areas

Business Development

Capabilities

Efficient corporate center structure

designed to the new company’s

business model

Operating model implementation

–

Focuses customer account

management

–

Optimizes resource deployments

Pipeline expansion from OCI

elimination

Prioritized investment for Bid and

Proposal in each Customer Group

Leverage broad prime contract

vehicle base

Investments in workforce subject

matter expertise

Investments in differentiated

offerings in each service line

Technology re-use of proven offerings

for tailored solutions

Develop strategic partnerships to

enhance capabilities

Expanded Market

Reinvesting in our enterprise drives shareholder value

Key Investments

SAIC.com

V127 12noon

Strong

Revenue Base

With Margin

Expansion

Predictable

Cash

Generator

Capital

Deployment

Consistency

Strong Financial Position

Large, recurring revenue base; $4B+ “renewed”

company

with significant scale and market position

Revenue base provides significant investment capacity

Margin opportunities in leaner, focused organization

CASH FLOW

REVENUE &

MARGIN

CAPITAL

DEPLOYMENT

Predictable free cash flow to support capital deployment

Balance sheet strength with firepower for future growth

Disciplined philosophy in deploying capital for

shareholder value

Direct return to shareholders of excess cash

Performance Strategy Summary

•

Protect

Excellent contract execution

Retain incumbent positions

•

Expand

customers

Leverage existing service line portfolio to

existing customers

•

Grow

Strategic targeting of new customers for

our mature capabilities

Utilize differentiated offerings

Strategically aligned enterprise investments

to expand offerings

Grow into

Market Adjacencies

Expand with

Current

Customers

Protect

Our Base

SAIC.com

V127 12noon

our

revenue

base

current

offerings

current

into

“white

space”

Sector Overviews

Sector President –

Nazzic Keene

Sector Overviews

•

Deliver proven full systems lifecycle

Information technology solutions and

services

–

Design, development, deployment,

management, operations, and security

•

Deliver mission critical technology

solutions solving most complex

customer IT challenges

•

Leverage technology to significantly

reduce our customers operating costs

while improving their mission support

•

Provide mission focused full life-cycle

technical, engineering, and

professional services

–

Customer affinity coupled with technical

expertise

–

Cost-effective solutions through enabling

technologies, tailored toolsets, and

innovative methodologies

•

Specialize in weapons system

engineering, logistics and supply chain

management, ground vehicle

integration, system upgrade and

maintenance, training and simulation,

and program support services

Intersection of mission and technology for dependable and reliable service delivery

Enterprise Information Technology

Technical and Engineering

SAIC.com

SAIC.com

Top Contracts & Programs

Customer / Program

Scope

Period of

Performance

(POP)

Total

Contract

Value

U.S. Army/ITES-2S

Supports IT services including data centers and

software development

2006 –

2016

$1.5B

State Dept / Vanguard

Provides enterprise-wide IT network

infrastructure services

2011 –

2021

$2.6B

NASA / NICS

Manages communication services for all 80,000

network users

2011 –

2021

$1.3B

DHS / EAGLE

Provides infrastructure engineering, O&M, and

software development services

2006 –

2013

$1.2B

U.S. Army Aviation and Missile Command

Expedited Professional & Engineering

Support Services

Engineering and software support for aerospace

systems

2005 -

2013

$3B

Defense Logistics Agency Tires

Successor Initiative

Supply chain management services for military

tires

2005 -

2013

$3B

U.S. Navy Network Integration

Engineering Facility

C4I services for Navy's premier C4ISR System

Center lab

2011 –2018

$1.2B

National Aeronautics and Space

Administration JSC Safety and Mission

Assurance Engineering Contract

Safety and mission assurance engineering

support services

2013 -

2018

$200M

Service Offerings

Network

Integration

Software

Integration

IT Managed

Services

Emerging IT

Solutions

•

Design and integration for Wide

Area Networks and Local Area

Networks

•

IP telephony integration

•

Network security

•

Resiliency and redundancy

•

Certification and accreditation

•

Software application development

and maintenance

•

Rapid legacy system modernization

•

Service-oriented architecture design

•

Mobile application development

and management, application

stores

•

ERP integration

•

Mobility

•

Data center management

•

Operation and cloud migration

•

Network engineering

•

Disaster recovery

•

Managed mobile and tactical

infrastructure solutions

•

Cloud and virtualized computing

infrastructure

•

Big data and data analytics

•

Software defined networks

•

Business transformation

•

Cyber security

Enterprise Information Technology Offerings

SAIC.com

SAIC.com

Technical and Engineering Offerings

Mission &

SETA

Hardware

Integration

Training &

Simulation

Logistics &

Supply Chain

•

Mission support including base security and mission engineering

•

SETA support including high-end engineering support, assistance

& advisory services, C4 systems, R&D support

•

Program Support: Program management

•

In-service engineering support

•

C5ISR system integration

services

•

Force protection systems

•

Training and mission rehearsal

planning and management

•

Scenario development

•

Live, virtual, and constructive

training

•

Simulation training aids

and products

•

Process improvement

•

Supply chain management

•

Stock management support

•

Material acquisition

•

Demand forecasting

•

Distribution

•

Sustaining engineering

•

Marine engineering

•

R&D support

SAIC.com

•

Contract Name: Integrated Communications

Services

•

Customer: National Aeronautics and Space

Administration

•

POP: 6/2011 -

5/2021

•

Contract Value: $1.3 Billion

Network Integration

NASA Integrated Communications Services

Providing two thirds of the agency’s IT

infrastructure, we enhance the user

experience for more than 60,000 NASA

professionals at locations worldwide

Contract Details

SAIC

Offerings

•

Consolidates and manages Wide Area Networks and

Local Area Networks and provides a single, global

point of contact for every NASA center

–

Manage NASA’s Global Network connecting

numerous countries, including Russia, Australia,

Germany, Canada, Spain, Argentina, France, and

Chile

–

500+ point to point dedicated circuits

–

35,000+ switch voice circuits

–

Satellite services for each center

–

3 Wide Area Networks: Mission, Corporate, and

Research

–

50+ LANs (including international connectivity)

–

80,000 network users

–

156,000 devices connected

–

200 connections to universities and partners

SAIC.com

•

Contract Name: Vanguard 2.2.1

•

Customer: Department of State

•

POP: 2/2011 –

2/2021

•

Contract Value: $2.6 Billion

Maintain and enhance enterprise-wide IT network and

services infrastructure for Department of State Bureau of

Information Resource Management

IT Managed Services

–

Support 105,000 users at 385 DoS sites worldwide including

classified environments

–

24/7/365 technical Tier II and Tier III support

–

2,000+ servers

–

5,000 Blackberries / 5,000 network devices

Network Integration

–

40,000+ phone lines, including POTS and secure

–

500+ point to point direct circuits; 250+ VPNs

–

50+ satellite and microwave circuits

–

10+ connections to other government agencies

Software Integration

–

~40 active Development, Modernization, and Enhancement

(DME) projects to expand system capabilities and services

–

IT transformation projects to extend the Foreign Affairs

Network in support of other agencies

Department of State Vanguard 2.2.1

Developing a new partnership by

providing a broad spectrum of IT,

network, and software services in support

of U.S. diplomats around the globe

Contract Details

SAIC Offerings

SAIC.com

V118_15AUG_3PM

AMCOM Express BPA

•

Contract Name: AMCOM Express BPA

•

Customer: U.S. Army

•

POP: 2/2005 –

2/2015

•

Contract Value: $3.0 Billion

Partner with customers to apply

broad-based mission, platform,

and technical knowledge to

serve unique needs

Contract Details

SAIC Offerings

Mission & SETA

Training & Simulation

Software Integration

•

C4ISR/Cyber analysis and test

•

Air worthiness analysis for all special operations

helicopters, Army airplanes and unmanned aircraft

systems (UAS/Drones)

•

Corrosion prevention and control for aviation and missile

weapons systems

•

Develop and integrate advanced technologies during

entire life cycle of supported systems

•

Trained over 20,000 students in basic skills and digital

master gunner courses

•

Serious gaming solutions

•

Maintain and operate UAS simulations in support of live,

virtual and constructive simulation events

•

Lifecycle SW support for over 200 projects in the

•

aviation, UAS, missiles, mission command,

and force protection domains

SAIC.com

Department of Transportation

Expanding in the Federal Aviation Administration

Network

Integration

Software

Integration

IT Managed

Services

Emerging IIT

Solutions

Mission

& SETA

Hardware

Integration

Logistics &

Supply Chain

Training and

Simulation

Protect/Expand

Network

Integration

Software

Integration

IT Managed

Services

Emerging IIT

Solutions

Mission

& SETA

Hardware

Integration

Logistics &

Supply Chain

Training and

Simulation

Full Portfolio Pipeline

ITSS-SD

$150M

2013

FCS

$110M

2013

AIMM S2

$30M

2013

CSMC

$60M

2014

IT Infr

$100M

2014

NG Init’s

$110M

2014

Flight Svcs

$400M

2014

SE2020 SB

$35M

2014

ATCOTS

$200M

2014

NAVTAC

$200M

2015

NextGen

Inititives

$107M

ATO-T

Eng

$70M

ATO-T

C&F

$32M

Volpe

TMIS

$150M

ETASS-

$60M

ITSS

$156M

Current Contracts ($575M)

•

Systems Acquisition Support

•

Concept Development

•

Requirements Definition

•

Prototype Development

•

Safety Engineering

•

Testing

•

Air Traffic Control

•

Telecom, Wireless services

•

Flight and Aviation Information to Airlines or General Aviation

•

Infrastructure Support

•

Outsourced Service: Training, Helpdesk, Cloud

•

Management, Cloud solutions, IT application to support

non-NAS functions

Current Contracts

Opportunities

FY2012 FAA Addressable Market

$3B

Grow

New focus area for SAIC

Traditional market

space for SAIC

SAIC Market Position

Enterprise IT

Technical Services

SAIC.com

Stable and

Predictable

Revenue

Incremental

Revenue &

Profit

Accelerated

Profitable

Growth

Integrated Growth Strategy

Recognized and valued by our customers as trusted and

highly capable partner dedicated to their mission success

–

Dedicated client management team

–

Flawless execution of proven services and solutions

Maximize position in mission critical areas

–

Global network integration

–

Combat & weapon systems engineering, integration, and modernization

–

Supply chain management including prime vendor maintenance & repair operations

EXPAND

PROTECT

GROW

Leveraging our strong 40+ year SAIC heritage while thoughtfully investing

in the future to retain our competitive advantage

–

Expand market position in existing clients by selling the full enterprise

Growth Opportunities in

–

Cloud –

migration and brokerage Solutions

–

Mobility systems integration

–

“Government

side”

engineering

and

technical

support

–

Hardware integration, integrated training, and logistics services

Well positioned for future growth selling proven, market leading solutions

into adjacent markets

•

–

Next generation enterprise networks & unified communications

–

ITaaS Platform –

all IT as a service

–

Managed services, outsourced solutions

–

Enterprise IT and technical and engineering services (e.g. Air Force)

–

Technical services expansion/OCI uplift (e.g NAVAIR/NAVSEA)

Our Model Will Drive Operational Excellence & Growth

•

Building on our 40+ year

history of serving our

customers

•

Dedicated account

management teams of

experienced senior executives

•

Improved customer

relationships through focused

account management

•

More effectively sell and deliver

the entire range of SAIC’s

services and solutions to all

customers, both current and

new

Services and Solutions

Functional Alignment

•

Enhanced, innovative

capabilities and solutions

through service group

alignment and focus on

best-in-class

•

Through enterprise-wide

resource planning, easier,

quicker access to the right

resources at the right time,

wherever in SAIC they reside

•

Leverage enterprise-wide

skills and expertise for

program needs and issue

resolution

•

A highly competitive cost

structure to bid and win

more profitable work

•

Optimized services

across the company to

maintain competitive

rates that help stretch

customer budgets

Customer Centric

SAIC.com

One ‘connected’

team focused on enterprise goals and

aligned on company success

Financial Overview

Chief Financial Officer –

John R. Hartley

SAIC.com

V127 12noon

Financial Objectives Post Spin

•

Low single digit revenue growth in challenging market

–

Considering revenue base of approximately $4 Billion

•

Incremental operating margin improvement

–

Indirect cost structure efficiency, increased value added content, and solid

program execution

•

Efficient free cash flow in excess of net income

•

Effective and disciplined capital deployment

–

Deploying cash in excess of minimum operating needs

Strong Cash Flows

Disciplined Capital

Deployment

Margin Performance

Solid Financial Position

SAIC’s financial objectives designed to grow

shareholder value

SAIC.com

V127 12noon

SAIC –

Creating Shareholder Value

Organizational alignment

Value Proposition Principles:

Say what we do

Do what we say

Transparency of mission

Make our value proposition clear

Grow shareholder value through delivery of return on investment

•

Understood and executed at every level

of the enterprise

•

Explicit and disciplined in how we

deliver value

•

Tangible metrics that measure our

progress

•

Well aligned incentives that drive

behavior throughout the enterprise

•

Transparency with investors to provide

visibility into business

SAIC.com

V127 12noon

Financial Performance

Revenues

(1)

($ in millions)

$3,850

$4,767

$4,637

$4,690

$4,100

FY 2011

FY 2012

FY 2013

FY 2014E

•

~$400M loss of DGS contract

•

~$100M OCO drawdown

•

~$125M Sequestration/budget pressures

(1) Excludes revenues performed by parent.

Revenue Drivers

Stable and Diversified Base

Expand Existing Customer

Grow Underserved Agencies

Revenue Performance

Solid Book-to-Bill and Backlog

SAIC.com

V127 12noon

Aligned with Performance Measures

Army /

Air Force

State, Local

and

Commercial

Navy /

Marine

Corps

Defense

Logistics

Agency

DoD

Agencies &

Commands

Federal

Civilian

Customer Organization Revenue

Offerings

Network Integration

Software Integration

IT Managed Services

Emerging IT Solutions

Mission & SETA

Hardware Integration

Training & Simulation

Logistics & Supply Chain

Benefits

Service

Organization

Revenue

Incentive Structure Aligned

with Operational Priorities

SAIC.com

V127 12noon

Backlog

Historical Backlog

($ in millions)

•

Continued increase in ID/IQ contracts

•

Award delays continuing

•

Growth in pending awards

Book to Bill Ratio

(1)

H1 FY 2014 book to bill ratio.

(1)

2,144

2,056

1,953

1,664

6,204

6,655

5,811

5,209

$8,348

$8,711

$7,764

$6,873

FY 2011

FY 2012

FY 2013

Q2 FY 2014

Funded Backlog

Negotiated Unfunded Backlog

1.1x

0.8x

0.6x

SAIC.com

V127 12noon

Financial Performance

(1)

Excludes $28 million of separation transaction expenses in FY 2013. FY14 will

also reflect separation transaction expenses.

Operating Income Drivers

Operating Income Improvement

$100

$200

$300

$400

FY 2011

FY 2012

FY 2013

$329

$299

$309

6.9%

6.4%

6.6%

Operating Income

Operating Income %

Reduce indirect cost

Increase value add base

Leverage scale

Strong Program Execution

(1)

Operating Income (Excluding Separation Expenses)

($ in millions)

SAIC.com

V127 12noon

Operating Income Drivers

Current

Future

•

Corporate organization

designed for entire

organization

•

Significant Group indirect

infrastructure

•

Incentives motivate

subcontract activities

•

Value added base

decreasing (currently only

42% of revenue)

Costs structure motivates

lowering contract fees to be

competitive

Decentralized business

models with reactive program

management approach

Indirect cost structure

efficiency

Vigilance about removing

unnecessary costs

Manage unallowable and

unbillable costs

Incentives aligned to motivate

SAIC content and collaboration

Explicit about capabilities we

provide and what we partner for

Value added base increasing

Bid more contract fee with

competitive cost structure

and differentiated solutions

Capability alignment promotes

proactive program management

approach

Improve fee performance on all

programs

Continue to make our customers

successful

Cost Optimization

Increase Value

Added Base

Leverage Scale

Program Execution

Success Indicator

Bid fee versus actual

fee performance

Success Indicator

Fee performance by

service offering

Success Indicator

Percentage of value

add versus subcontract

labor by capability

Success Indicator

Best in class indirect

rates versus peers

SAIC.com

V127 12noon

Near-Term Cost Optimization Opportunities

Organizational

Simplification

Facility Rationalization

Benefit Alignment

Strategic Sourcing

Current

Separate support functions

across the organization

Complicated structure

Redundant internal processes

118 locations occupying ~3.2

million square feet

Common across entire

enterprise

Limited use of competitive

benefit packages

Separate vendor

relationships among

segments

Future

Centralize shared services

infrastructure with efficient

support model

Discontinue certain internal

processes for more efficient

client service

Close about 50 sites and

reduce about 20 sites (~1.1

million square feet)

Benefits better aligned to

market

Disciplined utilization of

competitive benefit packages

Centralize strategic sourcing

function

Negotiate more effectively

with vendors by leveraging

buying power

Multiple of Net Income

1.3x

1.7x

1.5x

Historical Operating Cash Flow

($ in millions)

$261

$303

$280

FY 2011

FY 2012

FY 2013

•

Operating cash flow generation of greater than 1.0x of net

income on long term basis

•

Capital expenditures are expected to be less than 1% of total

revenues

•

FY14 cash flow negatively impacted by cancellation of

governments accelerated payment program (~$30M)

•

Ample flexibility to pursue capital deployment alternatives

$208

$182

FY 2011

FY 2012

FY 2013

Historical Net Income

($ in millions)

Historical Net Income and Cash Flow Generation

FY13 includes separation transaction expenses net of tax

SAIC.com

V127 12noon

SAIC.com

V127 12noon

Capital Structure Overview

Capitalization

($ in millions)

Debt Maturity Profile

($ in millions)

$138M

(1)

Undrawn, 5-year $200 million Senior Unsecured Revolving Credit Facility.

(2)

EBITDA excludes Gemini transaction/separation expenses.

$13

$31

$44

$50

$362

FY 2014

FY 2015

FY 2016

FY 2017

FY 2018

FY 2019

$500M Term Loan at Spin

5/3/2013

Pro Forma

Cash

$226

New Revolving Credit Facility

New Term Loan Facility (Fixed Rate with Interest Rate Swap)

$500

Capital Lease Obligations & Notes Payable

Total Debt

$503

Total Book Equity

384

Total Capitalization

$887

Credit Statistics

Total Debt / FY 2014 EBITDA

Less than 2.0x

(1)

SAIC.com

V127 12noon

SAIC FY14 Guidance

•

Revenue

$3.85 Billion to $4.10 Billion

•

Diluted Earnings Per Share

(1) (2)

$0.34 to $0.38

•

Operating Cash Flow

Equal to or Greater Than

$125 Million

(1)

Based upon SAIC, Inc. average effective share count of 343 Million at September 4, 2013,

includes estimated transaction expenses of $35M net of taxes.

(2)

After adjustment for the distribution in the spin transaction ratio of one (1) SAIC share for

every seven (7) SAI owned, Diluted Earnings Per Share guidance will be $2.38 to $2.66, as

adjusted.

SAIC.com

V127 12noon

Long Term Financial Targets FY14 to FY16

Annual Organic Revenue Growth

Low single-digit growth

Target Operating Margin (for 3 to 5 years)

Year-over-Year Increase

Tax Rate

35% to 40% range

Maximize cash flow generation, free cash flow to

exceed net income

Deploy excess cash for shareholder

value creation

SAIC.com

V127 12noon

Capital Allocation Priorities

•

Dividend

–

Maintain relative portion of historical SAIC, Inc.

•

Debt

Reduction

–

Not

intended

excess

required

amortization

•

Capital

Deployment–

For

shareholder

value

creation

Capital deployment in excess of minimum operating cash level

current dividend

Closing Remarks

Chief Executive Officer –

Tony Moraco

SAIC.com

V127 12noon

Investment Highlights

Enduring Customer Relationships

and Mission-Orientation

Technical Experts Led by

Experienced Management

Tailored Operational Model and

Competitive Structure

Solid Financial Position

Full Lifecycle Offerings

Significant Scale and Diversified

Contract Base