Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: December 12, 2017
Reporting Period: This filing addresses a specific corporate governance event regarding the selection of an independent registered public accounting firm for the fiscal year ending February 1, 2019.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change disclosed is the replacement of the Company's independent registered public accounting firm:
- Outgoing Auditor: Deloitte & Touche LLP (Deloitte) will continue as the auditor for the fiscal year ending February 2, 2018, but will not serve for the fiscal year ending February 1, 2019.
- Incoming Auditor: Ernst & Young LLP (EY) was approved by the Audit Committee on December 12, 2017, to serve as the independent registered public accounting firm for the fiscal year ending February 1, 2019.
- Process: The change followed a competitive process involving several firms, including the incumbent.
Management Commentary, Risks, and Contingencies
Audit History and Disagreements:
- Deloitte's reports for the fiscal years ended February 3, 2017, and January 29, 2016, contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- There were no disagreements between the Company and Deloitte on accounting principles, financial statement disclosure, or auditing scope/procedures during the relevant periods.
- No "reportable events" occurred as defined by Item 304(a)(1)(v) of Regulation S-K.
Consultations with New Auditor:
- The Company confirmed that neither it nor anyone on its behalf consulted with EY regarding the application of accounting principles to specific transactions or the type of audit opinion that might be rendered prior to the engagement.
- No written reports or oral advice were provided by EY that were considered important factors in reaching decisions on accounting, auditing, or financial reporting issues.
Exhibits: A letter from Deloitte to the SEC dated December 15, 2017, confirming the above statements, is filed as Exhibit 16.1.
Investor Verification Checklist
- Verify the execution of the engagement letter between SAIC and Ernst & Young LLP to confirm the formal start of the audit relationship.
- Review the attached Exhibit 16.1 (Deloitte's letter to the SEC) to confirm the outgoing auditor's concurrence with the Company's statements regarding the absence of disagreements.
- Monitor future filings (e.g., 10-K) to ensure the transition to EY is reflected in the audit report for the fiscal year ending February 1, 2019.