Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2020 | Aug. 21, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2020 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --01-29 | |
Entity File Number | 001-35832 | |
Entity Registrant Name | Science Applications International Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1932921 | |
Entity Address, Address Line One | 12010 Sunset Hills Road | |
Entity Address, State or Province | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | 703 | |
Local Phone Number | 676-4300 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock, par value $.0001 per share | |
Trading Symbol | SAIC | |
Entity Central Index Key | 0001571123 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 58,164,495 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Fiscal Period Focus | Q2 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false |
CONDENSED AND CONSOLIDATED STAT
CONDENSED AND CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 1,764 | $ 1,594 | $ 3,521 | $ 3,209 |
Cost of revenues | 1,564 | 1,409 | 3,138 | 2,844 |
Selling, general and administrative expenses | 89 | 82 | 165 | 159 |
Acquisition and integration costs | 15 | 8 | 44 | 18 |
Other Operating Income | (4) | 0 | (4) | 0 |
Operating income | 100 | 95 | 178 | 188 |
Interest expense | 32 | 22 | 63 | 47 |
Other (income) expense, net | (2) | (1) | 0 | (3) |
Income before income taxes | 70 | 74 | 115 | 144 |
Provision for income taxes | (17) | (17) | (25) | (31) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 53 | 57 | 90 | 113 |
Net Income (Loss) Attributable to Noncontrolling Interest | 2 | 0 | 3 | 1 |
Net income | $ 51 | $ 57 | $ 87 | $ 112 |
Earnings per share (Note 2): | ||||
Basic (in dollars per share) | $ 0.88 | $ 0.97 | $ 1.50 | $ 1.90 |
Diluted (in dollars per share) | $ 0.87 | $ 0.96 | $ 1.49 | $ 1.88 |
CONDENSED AND CONSOLIDATED ST_2
CONDENSED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statement - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 53 | $ 57 | $ 90 | $ 113 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | (1) | (35) | (37) | (45) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 52 | 22 | 53 | 68 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2 | 0 | 3 | 1 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 50 | 22 | 50 | 67 |
Other Comprehensive Income (Loss), Net of Tax | $ (1) | $ (35) | $ (37) | $ (45) |
CONDENSED AND CONSOLIDATED BALA
CONDENSED AND CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 197 | $ 188 |
Receivables, net | 1,032 | 1,099 |
Inventories, prepaid expenses and other current assets | 184 | 143 |
Total current assets | 1,413 | 1,430 |
Goodwill | 2,789 | 2,139 |
Finite-Lived Intangible Assets, Net | 1,217 | 711 |
Property, plant, and equipment (net of accumulated depreciation of $188 million and $181 million at May 1, 2020 and January 31, 2020, respectively) | 103 | 91 |
Operating Lease, Right-of-Use Asset | 251 | 190 |
Other assets | 174 | 150 |
Total assets | 5,947 | 4,711 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 952 | 814 |
Accrued payroll and employee benefits | 331 | 244 |
Long-term debt, current portion | 90 | 70 |
Total current liabilities | 1,373 | 1,128 |
Long-term debt, net of current portion | 2,657 | 1,851 |
Operating Lease, Liability, Noncurrent | 223 | 172 |
Other long-term liabilities | 244 | 133 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Common stock, $.0001 par value, 1 billion shares authorized, 58 million shares issued and outstanding as of July 31, 2020 and January 31, 2020 | 0 | 0 |
Additional paid-in capital | 996 | 983 |
Retained earnings | 550 | 506 |
Accumulated other comprehensive loss | (109) | (72) |
Total common stockholders' equity | 1,437 | 1,417 |
Stockholders' Equity Attributable to Noncontrolling Interest | 13 | 10 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,450 | 1,427 |
Total liabilities and stockholders' equity | $ 5,947 | $ 4,711 |
CONDENSED AND CONSOLIDATED BA_2
CONDENSED AND CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 169 | $ 181 |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 1,000 | |
Common stock, shares issued (in shares) | 58 | 58 |
Common stock, shares outstanding (in shares) | 58 | 58 |
CONDENSED AND CONSOLIDATED ST_3
CONDENSED AND CONSOLIDATED STATEMENT OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Shares of common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Non-controlling interest |
Balance, beginning (in shares) at Feb. 01, 2019 | 60 | |||||
Beginning Balance at Feb. 01, 2019 | $ 1,499 | $ 1,132 | $ 367 | $ (14) | $ 14 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 112 | 112 | ||||
Issuances of stock (in shares) | 0 | |||||
Issuances of stock | 6 | 6 | ||||
Other Comprehensive Income (Loss), Net of Tax | (45) | (45) | ||||
Dividends, Common Stock, Cash | (44) | (44) | ||||
Stock-based compensation | 5 | 5 | 0 | |||
Repurchases of stock (in shares) | (2) | |||||
Repurchases of stock | (180) | (180) | 0 | |||
Proceeds from (Payments to) Noncontrolling Interests | (5) | (5) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 1 | 1 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 113 | |||||
Balance, ending (in shares) at Aug. 02, 2019 | 58 | |||||
Ending Balance at Aug. 02, 2019 | 1,349 | 963 | 435 | (59) | 10 | |
Balance, beginning (in shares) at May. 03, 2019 | 59 | |||||
Beginning Balance at May. 03, 2019 | 1,473 | 1,086 | 400 | (24) | 11 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 57 | 57 | ||||
Issuances of stock | 3 | 3 | ||||
Other Comprehensive Income (Loss), Net of Tax | (35) | (35) | ||||
Dividends, Common Stock, Cash | (22) | (22) | ||||
Stock-based compensation | 9 | 9 | 0 | |||
Repurchases of stock (in shares) | (1) | |||||
Repurchases of stock | (135) | (135) | 0 | |||
Proceeds from (Payments to) Noncontrolling Interests | (1) | (1) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 57 | |||||
Balance, ending (in shares) at Aug. 02, 2019 | 58 | |||||
Ending Balance at Aug. 02, 2019 | $ 1,349 | 963 | 435 | (59) | 10 | |
Balance, beginning (in shares) at Jan. 31, 2020 | 58 | 58 | ||||
Beginning Balance at Jan. 31, 2020 | $ 1,427 | 983 | 506 | (72) | 10 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 87 | 87 | ||||
Issuances of stock (in shares) | 0 | |||||
Issuances of stock | 6 | 6 | ||||
Other Comprehensive Income (Loss), Net of Tax | (37) | (37) | ||||
Dividends, Common Stock, Cash | (43) | (43) | ||||
Stock-based compensation | 9 | 9 | 0 | |||
Repurchases of stock (in shares) | 0 | |||||
Repurchases of stock | (2) | (2) | 0 | |||
Proceeds from (Payments to) Noncontrolling Interests | 0 | 0 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 3 | 3 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 90 | |||||
Balance, ending (in shares) at Jul. 31, 2020 | 58 | 58 | ||||
Ending Balance at Jul. 31, 2020 | $ 1,450 | 996 | 550 | (109) | 13 | |
Balance, beginning (in shares) at May. 01, 2020 | 58 | |||||
Beginning Balance at May. 01, 2020 | 1,408 | 983 | 520 | (108) | 13 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 51 | 51 | ||||
Issuances of stock | 3 | 3 | ||||
Other Comprehensive Income (Loss), Net of Tax | (1) | (1) | ||||
Dividends, Common Stock, Cash | (21) | (21) | ||||
Stock-based compensation | 11 | 11 | ||||
Repurchases of stock | (1) | (1) | ||||
Proceeds from (Payments to) Noncontrolling Interests | (2) | (2) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 2 | 2 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 53 | |||||
Balance, ending (in shares) at Jul. 31, 2020 | 58 | 58 | ||||
Ending Balance at Jul. 31, 2020 | $ 1,450 | $ 996 | $ 550 | $ (109) | $ 13 |
CONDENSED AND CONSOLIDATED ST_4
CONDENSED AND CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares | 6 Months Ended | |
Jul. 31, 2020 | Aug. 02, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends paid per share (in dollars per share) | $ 0.74 | $ 0.74 |
Cash dividends declared per share (in dollars per share) | $ 0.74 | $ 0.74 |
CONDENSED AND CONSOLIDATED ST_5
CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2020 | Aug. 02, 2019 | |
Cash flows from operating activities: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 90 | $ 113 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 83 | 66 |
Amortization of Off Market Customer Contracts | (7) | 0 |
Amortization of Debt Issuance Costs | 12 | 4 |
Deferred income taxes | 11 | 16 |
Stock-based compensation expense | 19 | 20 |
Gain (Loss) on Disposition of Business | 10 | 0 |
Increase (decrease) resulting from changes in operating assets and liabilities, net of the effect of the acquisition: | ||
Receivables | 151 | 17 |
Inventory, prepaid expenses and other current assets | (15) | 11 |
Other assets | (7) | (2) |
Accounts payable and accrued liabilities | (4) | 7 |
Accrued payroll and employee benefits | 80 | 18 |
Operating lease assets and liabilities, net | (5) | 0 |
Other long-term liabilities | 53 | 3 |
Net Cash Provided by (Used in) Operating Activities | 471 | 273 |
Cash flows from investing activities: | ||
Expenditures for property, plant, and equipment | (23) | (14) |
Purchases of marketable securities | (4) | (22) |
Sales of marketable securities | 7 | 2 |
Payments to Acquire Businesses, Gross | (1,202) | 0 |
Proceeds from Divestiture of Businesses | 1 | 0 |
Payments for (Proceeds from) Other Investing Activities | (2) | (3) |
Net Cash Provided by (Used in) Investing Activities | (1,223) | (37) |
Cash flows from financing activities: | ||
Dividend payments to stockholders | (44) | (44) |
Principal payments on borrowings | (158) | (155) |
Issuances of stock | 6 | 5 |
Stock repurchased and retired or withheld for taxes on equity awards | (12) | (195) |
Proceeds from borrowings | 1,000 | 100 |
Debt issuance costs | (27) | 0 |
Proceeds from (Payments to) Noncontrolling Interests | 0 | (5) |
Net Cash Provided by (Used in) Financing Activities | 765 | (294) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13 | (58) |
Cash, cash equivalents and restricted cash at beginning of period | 202 | 246 |
Cash, cash equivalents and restricted cash at end of period | $ 215 | $ 188 |
Business Overview and Summary o
Business Overview and Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Overview and Summary of Significant Accounting Policies | Business Overview and Summary of Significant Accounting Policies: Overview Science Applications International Corporation (collectively, with its consolidated subsidiaries, the “Company”) is a leading provider of technical, engineering and enterprise information technology (IT) services primarily to the U.S. government. The Company provides engineering and integration services for large, complex projects and offers a broad range of services with a targeted emphasis on higher-end, differentiated technology services. The Company is organized as a matrix comprised of three customer facing operating segments supported by a solutions and technology group. Each of the Company’s three customer facing operating segments is focused on providing the Company’s comprehensive technical and enterprise IT service offerings to one or more agencies of the U.S. federal government. The Company's operating segments are aggregated into one reportable segment for financial reporting purposes. On March 13, 2020, the Company completed the acquisition of Unisys Federal, a former operating unit of Unisys Corporation, which enhances our capabilities in government priority areas, expands our portfolio of intellectual property and technology-driven offerings, and increases our access to current and new customers. On January 14, 2019, the Company completed the acquisition of Engility Holdings, Inc. (collectively with its consolidated subsidiaries, "Engility"), which provides increased customer and market access, as well as increased scale in strategic business areas of national interest, such as defense, federal civilian agencies, intelligence and space. Principles of Consolidation and Basis of Presentation The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting purposes. References to “financial statements” refer to the condensed and consolidated financial statements of the Company, which include the statements of income and comprehensive income, balance sheets, statements of equity and statements of cash flows. These financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). All intercompany transactions and account balances within the Company have been eliminated. The financial statements are unaudited, but in the opinion of management include all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation thereof. The results reported in these financial statements are not necessarily indicative of results that may be expected for the entire year and should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Non-controlling Interest. The Company holds a 50.1% majority interest in Forfeiture Support Associates J.V. (FSA). The results of operations of FSA are included in the Company's condensed and consolidated statements of income and comprehensive income. The non-controlling interest reported on the condensed and consolidated balance sheets represents the portion of FSA's equity that is attributable to the non-controlling interest. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates inherent in the preparation of the financial statements may include, but are not limited to estimated profitability of long-term contracts, income taxes, fair value measurements, fair value of goodwill and other intangible assets, pension and defined benefit plan obligations, and contingencies. Estimates have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. Reporting Periods The Company utilizes a 52/53 week fiscal year ending on the Friday closest to January 31, with fiscal quarters typically consisting of 13 weeks. Fiscal 2020 began on February 2, 2019 and ended on January 31, 2020, while fiscal 2021 began on February 1, 2020 and ends on January 29, 2021. Operating Cycle The Company’s operating cycle may be greater than one year and is measured by the average time intervening between the inception and the completion of contracts. Derivative Instruments Designated as Cash Flow Hedges Derivative instruments are recorded on the condensed and consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in other comprehensive income (loss) and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The Company’s fixed interest rate swaps are considered over-the-counter derivatives, and fair value is calculated using a standard pricing model for interest rate swaps with contractual terms for maturities, amortization and interest rates. Level 2, or market observable inputs (such as yield and credit curves), are used within the standard pricing models in order to determine fair value. The fair value is an estimate of the amount that the Company would pay or receive as of a measurement date if the agreements were transferred to a third party or canceled. See Note 8 for further discussion on the Company’s derivative instruments designated as cash flow hedges. Marketable Securities Investments in marketable securities consist of equity securities which are recorded at fair value using observable inputs such as quoted prices in active markets (Level 1). As of July 31, 2020 and January 31, 2020, the fair value of our investments total $24 million and $27 million, respectively, and was included in other assets on the condensed and consolidated balance sheets. The Company's investments are primarily held in a custodial account, which includes investments to fund our deferred compensation plan liabilities. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed and consolidated balance sheets for the periods presented: July 31, January 31, (in millions) Cash and cash equivalents $ 197 $ 188 Restricted cash included in inventory, prepaid expenses and other current assets 5 4 Restricted cash included in other assets 13 10 Cash, cash equivalents and restricted cash $ 215 $ 202 Acquisition and Integration Costs Acquisition-related costs that are not part of the purchase price consideration are generally expensed as incurred, except for certain costs that are deferred in connection with the issuance of debt. These costs typically include transaction-related costs, such as finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs directly related to combining the Company and its acquired businesses. Integration-related costs typically include strategic consulting services, employee related costs, such as severance and accelerated vesting of assumed stock awards, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs. Acquisition and integration costs are presented together as acquisition and integration costs on the condensed and consolidated statements of income. Divestiture On July 3, 2020, in connection with the integration of Engility, the Company sold certain non-strategic international operations for $22 million and recognized a loss on the divestiture of $11 million, including $1 million of transaction costs. The loss is included in acquisition and integration costs on the condensed and consolidated statements of income. The Company received $1 million cash proceeds upon closing with the remaining balance due in installments through October 2021. Accounting Standards Updates In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires entities to use a forward-looking model to estimate credit losses over the contractual term of financial assets, including short-term trade receivables and contract assets. The Company adopted ASU 2016-13 in the first quarter of fiscal 2021 using the modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Other Accounting Standards Updates effective after July 31, 2020 are not expected to have a material effect on the Company’s financial statements. |
Earnings Per Share and Dividend
Earnings Per Share and Dividends | 6 Months Ended |
Jul. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share and Dividends: Basic earnings per share (EPS) is computed by dividing net income attributable to common stockholders by the basic weighted-average number of shares outstanding. Diluted EPS is computed similarly to basic EPS, except the weighted-average number of shares outstanding is increased to include the dilutive effect of outstanding stock options and other stock-based awards. A reconciliation of the weighted-average number of shares outstanding used to compute basic and diluted EPS was: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Basic weighted-average number of shares outstanding 58.1 58.6 58.0 59.0 Dilutive common share equivalents - stock options and other stock-based awards 0.5 0.5 0.5 0.6 Diluted weighted-average number of shares outstanding 58.6 59.1 58.5 59.6 The following stock-based awards were excluded from the weighted-average number of shares outstanding used to compute diluted EPS: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Antidilutive stock options excluded 0.4 0.3 0.4 0.3 Dividends The Company declared and paid a quarterly dividend of $0.37 per share of its common stock during the three months ended July 31, 2020. On August 31, 2020, the Company's Board of Directors declared a quarterly dividend of $0.37 per share of the Company's common stock payable on October 30, 2020 to stockholders of record on October 16, 2020. |
Revenues
Revenues | 6 Months Ended |
Jul. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues: Changes in Estimates Changes in estimates of revenues, cost of revenues or profits related to performance obligations satisfied over time are recognized in operating income in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can routinely occur over the performance period for a variety of reasons, which include: changes in scope; changes in cost estimates due to unanticipated cost growth or reassessments of risks impacting costs; changes in the estimated transaction price, such as variable amounts for incentive or award fees; and performance being better or worse than previously estimated. In cases when total expected costs exceed total estimated revenues for a performance obligation, the Company recognizes the total estimated loss in the quarter identified. Total estimated losses are inclusive of any unexercised options that are probable of award, only if they increase the amount of the loss. Aggregate net changes in these estimates increased operating income by $3 million ($0.04 per diluted share) for the six months ended July 31, 2020, and increased operating income by $4 million ($0.05 per diluted share) and $12 million ($0.16 per diluted share) for the three and six months ended August 2, 2019, respectively. There were no aggregate net changes in these estimates for the three months ended July 31, 2020. Changes in these estimates increased net income by $2 million for the six months ended July 31, 2020. In addition, revenues were $2 million and $6 million higher for the three and six months ended July 31, 2020, respectively, due to net revenue recognized from performance obligations satisfied in prior periods. Disaggregation of Revenues The Company's revenues are generated primarily from long-term contracts with the U.S. government including subcontracts with other contractors engaged in work for the U.S. government. The Company disaggregates revenues by customer, contract-type and prime vs. subcontractor to the federal government. Disaggregated revenues by customer were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Department of Defense $ 833 $ 846 $ 1,692 $ 1,710 Other federal government agencies 894 716 1,757 1,438 Commercial, state and local 37 32 72 61 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 Disaggregated revenues by contract-type were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Cost reimbursement $ 937 $ 918 $ 1,907 $ 1,839 Time and materials (T&M) 402 321 776 646 Firm-fixed price (FFP) 425 355 838 724 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 Disaggregated revenues by prime vs. subcontractor were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Prime contractor to federal government $ 1,593 $ 1,405 $ 3,181 $ 2,839 Subcontractor to federal government 134 157 268 309 Other 37 32 72 61 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 Contract Balances Contract balances for the periods presented were as follows: Balance Sheet line item July 31, January 31, (in millions) Billed and billable receivables, net (1) Receivables, net $ 649 $ 720 Contract assets - unbillable receivables Receivables, net 383 379 Contract assets - contract retentions Other assets 18 17 Contract liabilities - current Accounts payable and accrued liabilities 96 41 Contract liabilities - non-current Other long-term liabilities $ 13 $ 10 (1) Net of allowance of $3 million and $4 million as of July 31, 2020 and January 31, 2020, respectively. During the six months ended July 31, 2020 and August 2, 2019, the Company recognized revenues of $22 million and $19 million relating to amounts that were included in the opening balance of contract liabilities as of January 31, 2020 and February 1, 2019, respectively. During the three months ended July 31, 2020 and August 2, 2019, the Company recognized revenues of $5 million and $6 million relating to amounts that were included in the opening balance of contract liabilities as of January 31, 2020 and February 1, 2019, respectively. Deferred Costs Deferred costs for the periods presented were as follows: Balance Sheet line item July 31, January 31, (in millions) Pre-contract costs Inventory, prepaid expenses and other current assets $ 1 $ 3 Fulfillment costs - non-current Other assets $ 14 $ 12 Pre-contract costs of $2 million and $5 million were expensed during the three and six months ended July 31, 2020, respectively, and $1 million were expensed during the six months ended August 2, 2019. Fulfillment costs of $1 million and $2 million were amortized during the three and six months ended July 31, 2020, respectively, and $1 million and $2 million were amortized during the three and six months ended August 2, 2019, respectively. Remaining Performance Obligations As of July 31, 2020, the Company had $4.6 billion of remaining performance obligations. Remaining performance obligations exclude any variable consideration that is allocated entirely to unsatisfied performance obligations on our supply chain contracts. The Company expects to recognize revenue on approximately 80% of the remaining performance obligations over the next 12 months and approximately 90% over the next 24 months, with the remaining recognized thereafter. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 31, 2020 | |
Business Combinations [Abstract] | |
Unisys Federal Acquisition | Acquisitions: On March 13, 2020, the Company completed the acquisition of Unisys Federal, a former operating unit of Unisys Corporation. Unisys Federal provides infrastructure modernization, cloud migration, managed services, and enterprise IT-as-a-service solutions to U.S. federal civilian agencies and the Department of Defense. This strategic acquisition enhances our capabilities in government priority areas, expands our portfolio of intellectual property and technology-driven offerings, and increases our access to current and new customers. The Company purchased substantially all of the assets and liabilities of Unisys Federal for an aggregate purchase price of $1.2 billion. The Company used the net proceeds from its offering of Senior Notes and borrowings under the Term Loan B2 Facility (as discussed in Note 7), proceeds from the sale of receivables under its MARPA Facility (as discussed in Note 10), and cash on its balance sheet to finance the acquisition and pay related fees and expenses. The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed at fair value on the acquisition date, March 13, 2020, based on the best available information, with the excess purchase price recorded as goodwill. The fair values of the non-financial assets acquired and liabilities assumed were preliminarily determined using income, market and cost valuation methodologies. The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement. As of July 31, 2020, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, receivables, intangible assets, property, plant, and equipment, other assets, accounts payable and accrued liabilities, off-market customer contracts, and goodwill. The allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date, including but not limited to, property, plant, and equipment, lease arrangements, deferred income taxes, contracts with customers, receivables, and deferred revenue. The Company expects to have sufficient information available to resolve these items by the first quarter of fiscal 2022, which could potentially result in changes in assets or liabilities on Unisys Federal’s opening balance sheet and an adjustment to goodwill. During the second quarter of fiscal 2021, the Company made adjustments to the preliminary purchase price resulting in a $41 million increase to goodwill. The measurement period adjustments included: $6 million increase to the purchase price associated with final net working capital adjustment; $67 million increase to other long-term liabilities associated with off-market customer contracts; $26 million net increase to intangible assets; and, $6 million increase to deferred tax assets. The resulting impact to the Company’s condensed and consolidated statements of income for the three months ended July 31, 2020 was a $6 million increase to selling, general and administrative expenses associated with the change in amortization expense due to the incremental value assigned to our intangible assets, of which $2 million relates to the first quarter of fiscal 2021. The adjusted preliminary purchase price allocation is as follows: (in millions) Receivables $ 114 Inventory, prepaid expenses and other current assets 14 Goodwill 656 Intangible assets 574 Property, plant, and equipment 4 Operating lease right of use assets 43 Other assets 7 Total assets acquired 1,412 Accounts payable and accrued liabilities 105 Accrued payroll and employee benefits 7 Operating lease liabilities 30 Other long-term liabilities 68 Total liabilities assumed 210 Net assets acquired $ 1,202 Amount of tax deductible goodwill $ 595 Goodwill resulting from the acquisition of Unisys Federal was primarily associated with intellectual capital, an acquired assembled work force, and future customer relationships. The identifiable intangible assets and goodwill acquired by the Company are amortizable for tax purposes. The following table summarizes the fair value of intangible assets and the related weighted-average useful lives as of the acquisition date: Amount Weighted-Average Amortization Period (in millions) (in years) Customer relationships $ 520 13 Backlog 47 1 Developed technology 7 1 Total intangible assets $ 574 12 The backlog intangible asset is comprised solely of funded backlog as of the acquisition date. The customer relationships intangible asset consists of unfunded backlog as of the acquisition date and estimated future renewals and recompetes. The backlog and customer relationships intangible assets were valued using the excess earnings method (income approach) in which the value is derived from an estimation of the after-tax cash flows specifically attributable to the intangible asset being valued. The analysis included assumptions for projections of revenues and expenses, tax rates, contributory asset charges, discount rates, and a tax amortization benefit. The developed technology asset was valued using the relief from royalty method (income approach) in which the value is derived by estimation of the after-tax royalty savings attributable to owning the developed technology asset. Assumptions in this analysis included projections of revenues, royalty rates representing costs avoided due to ownership of the developed technology asset, discount rates, a tax amortization benefit, and future obsolescence of the technology. The Company recorded a $67 million provision for certain off-market customer contracts whose terms are unfavorable compared to the current market terms as of the acquisition date. An income approach was used to estimate fair value, involving estimates for future costs to complete the remaining performance under the contract as well as a market participant profit rate of return. The provision for off-market customer contracts is included in other long-term liabilities and will be amortized over the remaining contractual terms as an increase to revenue. Amortization for the three and six months ended July 31, 2020 is $7 million, of which $2 million relates to the first quarter of fiscal 2021. Amortization for the next five years is expected to be as follows: $8 million in the remainder of 2021, $18 million in 2022, $18 million in 2023, $14 million in 2024 and $2 million in 2025. The Company incurred $49 million in acquisition-related costs associated with the acquisition of Unisys Federal, including $27 million of debt issue costs (as discussed in Note 7). The amounts recognized in acquisition and integration costs on the condensed and consolidated statements of income are as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Acquisition (1) $ — $ — $ 20 $ — Integration (2)(3) 15 8 24 18 Total acquisition and integration costs $ 15 $ 8 $ 44 $ 18 (1) Acquisition expenses recognized for the six months ended July 31, 2020 are related to the acquisition of Unisys Federal. (2) Includes restructuring costs of $4 million for the six months ended July 31, 2020, and $2 million and $6 million for the three and six months ended August 2, 2019, respectively. (3) Integration expenses for the three and six months ended July 31, 2020 include an $11 million loss associated with the divestiture of non-strategic international operations (see Note 1). The amount of Unisys Federal's revenue included in the condensed and consolidated statements of income for the three and six months ended July 31, 2020 was $175 million and $279 million, respectively, and the amount of net income attributable to common stockholders included in the condensed and consolidated statements of income for the three and six months ended July 31, 2020 was $8 million and $19 million, respectively. The following unaudited pro forma financial information presents the combined results of operations for Unisys Federal and the Company for the three and six months ended July 31, 2020 and August 2, 2019, respectively: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Revenues $ 1,764 $ 1,779 $ 3,611 $ 3,535 Net income attributable to common stockholders $ 62 $ 53 $ 115 $ 92 The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of Unisys Federal as though it had occurred on February 2, 2019. They include adjustments for intangible asset amortization; interest expense and debt issuance costs on long-term debt; acquisition and other transaction costs; and certain costs allocated from the former parent. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on February 2, 2019, nor is it indicative of future operating results. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 6 Months Ended |
Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: Goodwill Goodwill had a carrying value of $2,789 million and $2,139 million as of July 31, 2020 and January 31, 2020, respectively. Goodwill increased by $650 million during the six months ended July 31, 2020 due to the acquisition of Unisys Federal ($656 million) as discussed in Note 4, partially offset by goodwill allocated to the divestiture of non-strategic international operations ($6 million) as discussed in Note 1. There were no impairments of goodwill during the periods presented. Intangible Assets Intangible assets, all of which were finite-lived, consisted of the following: July 31, 2020 January 31, 2020 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying (in millions) Customer relationships $ 1,371 $ (189) $ 1,182 $ 851 $ (142) $ 709 Backlog 47 (18) 29 — — — Developed technology 9 (3) 6 2 — 2 Total intangible assets $ 1,427 $ (210) $ 1,217 $ 853 $ (142) $ 711 Amortization expense related to intangible assets was $42 million and $68 million for the three and six months ended July 31, 2020, respectively, and $24 million and $49 million for the three and six months ended August 2, 2019, respectively. There were no intangible asset impairment losses during the periods presented. As of July 31, 2020, the estimated future annual amortization expense related to intangible assets is as follows: Fiscal Year Ending (in millions) Remainder of 2021 $ 79 2022 110 2023 106 2024 103 2025 103 Thereafter 716 Total $ 1,217 Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The Company's effective income tax rate was 24.9% and 22.0% for the three and six months ended July 31, 2020, respectively, and 23.3% and 21.6% for the three and six months ended August 2, 2019, respectively. The Company's effective tax rate was higher for the three and six months ended July 31, 2020 compared to the prior year period due principally to lower excess tax benefits related to employee share-based compensation. Tax rates for the periods ended July 31, 2020 were lower than the combined federal and state statutory rates due principally to excess tax benefits related to employee share-based compensation, research and development credits, and other permanent book tax differences. As of July 31, 2020, the balance of unrecognized tax benefits included liabilities for uncertainty in income taxes of $56 million, which is classified as other long-term liabilities on the condensed and consolidated balance sheets. Of this balance, $55 million, if recognized, would impact the effective income tax rate for the Company. While the Company believes it has adequate accruals for uncertainty in income taxes, the tax authorities, on review of the Company’s tax filings, may determine that the Company owes taxes in excess of recorded accruals, or the recorded accruals may be in excess of the final settlement amounts agreed to by tax authorities. Although the timing of such reviews is not certain, over the next 12 months the Company does not expect a significant increase or decrease in the unrecognized tax benefits recorded at July 31, 2020. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations: The Company’s long-term debt as of the dates presented was as follows: July 31, 2020 January 31, 2020 Stated Effective Principal Unamortized Net Principal Unamortized Net (in millions) Term Loan A Facility due October 2023 1.91 % 2.24 % $ 878 $ (8) $ 870 $ 904 $ (9) $ 895 Term Loan B Facility due October 2025 2.04 % 2.23 % 1,032 (10) 1,022 1,037 (11) 1,026 Term Loan B2 Facility due March 2027 2.41 % 2.84 % 473 (12) 461 — — — Senior Notes due April 2028 4.88 % 5.04 % 400 (6) 394 — — — Total long-term debt $ 2,783 $ (36) $ 2,747 $ 1,941 $ (20) $ 1,921 Less current portion 90 — 90 70 — 70 Total long-term debt, net of current portion $ 2,693 $ (36) $ 2,657 $ 1,871 $ (20) $ 1,851 As of July 31, 2020, the Company has a $2.8 billion credit facility (the Credit Facility) consisting of a $400 million secured Revolving Credit Facility due October 2023, an $878 million secured Term Loan A Facility due October 2023, a $1,032 million secured Term Loan B Facility due October 2025, and a $473 million secured Term Loan B2 Facility due March 2027 (together, the Term Loan Facilities). During the three months ended July 31, 2020, the Company made $125 million of voluntary principal prepayments on the Term Loan B2 Facility due March 2027. There is no balance outstanding on the Revolving Credit Facility as of July 31, 2020. As of July 31, 2020, the Company was in compliance with the covenants under its Credit Facility. On March 13, 2020, the Company entered into the Second Amendment to the Third Amended and Restated Credit Agreement (Second Amendment), which established, among other things, a new $600 million senior secured term loan "B" credit facility commitment (the Term Loan B2 Facility due March 2027) that was funded in full contemporaneously with the closing of the acquisition of Unisys Federal (see Note 4). The Term Loan B2 Facility due March 2027 bears interest at a variable rate of interest based on LIBOR or a base rate, plus, an applicable margin of 2.25% for LIBOR loans and 1.25% for base rate loans. Effective upon funding the Term Loan B2 Facility due March 2027, the applicable margin for the Term Loan B Facility due October 2025 was increased from 1.75% to 1.875% for LIBOR loans and from 0.75% to 0.875% for Base Rate loans. Borrowings under the Term Loan B2 Facility due March 2027 amortize quarterly beginning on July 31, 2020 at 0.25% of the original borrowed amount with the remaining unamortized balance due in full upon its maturity, March 13, 2027. The Term Loan B2 Facility due March 2027 is subject to the same mandatory prepayments as the Company’s existing term loans under the Credit Facility and is subject to the same covenants and events of default as the Company's Term Loan B Facility due October 2025. In the event any portion of the Term Loan B2 Facility due March 2027 is repaid prior to September 13, 2020 with the proceeds of certain types of new indebtedness, the Company will be required to pay a 1.00% fee of the amount repaid. On March 13, 2020, to partially finance the acquisition of Unisys Federal, the Company issued $400 million of unsecured 4.875% Senior Notes due 2028 (the Senior Notes) through a private offering. Interest is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2020, and the principal is due on April 1, 2028. The Company incurred $27 million of debt issue costs associated with the Second Amendment, the issuance of the Senior Notes, and an undrawn bridge facility that terminated upon the consummation of the acquisition of Unisys Federal. The Company deferred $22 million of financing fees and recognized $5 million of expenses associated with the undrawn bridge facility, which is included in interest expense. Deferred financing fees are amortized to interest expense utilizing the effective interest method. As of July 31, 2020 and January 31, 2020, the carrying value of the Company’s outstanding debt obligations approximated its fair value. The fair value of long-term debt is calculated using Level 2 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s Term Loan Facilities and Senior Notes. Maturities of long-term debt as of July 31, 2020 are: Fiscal Year Ending Total (in millions) Remainder of 2021 $ 42 2022 72 2023 154 2024 668 2025 16 Thereafter 1,831 Total principal payments $ 2,783 Subsequent to the end of the second quarter of fiscal 2021, the Company made $100 million of voluntary principal prepayments on the Term Loan B2 Facility due March 2027. |
Derivative Instruments Designat
Derivative Instruments Designated as Cash Flow Hedges | 6 Months Ended |
Jul. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments Designated as Cash Flow Hedges | Derivative Instruments Designated as Cash Flow Hedges: The Company’s derivative instruments designated as cash flow hedges consist of: Liability Fair Value (1) at Notional Amount at July 31, 2020 Pay Fixed Receive Settlement and July 31, January 31, 2020 (in millions) (in millions) Interest rate swaps #1 $ 262 2.78 % 1-month Monthly through $ (6) $ (6) Interest rate swaps #2 500 3.07 % 1-month Monthly through October 31, 2025 (94) (62) Interest rate swaps #3 550 2.49 % 1-month Monthly through October 31, 2023 (40) (24) Total $ 1,312 $ (140) $ (92) (1) The fair value of the fixed interest rate swaps liability is included in accounts payable and accrued liabilities on the condensed and consolidated balance sheets. The Company is party to fixed interest rate swap instruments that are designated and accounted for as cash flow hedges to manage risks associated with interest rate fluctuations on a portion of the Company’s floating rate debt. The counterparties to all swap agreements are financial institutions. See Note 9 for the unrealized change in fair values on cash flow hedges recognized in other comprehensive loss and the amounts reclassified from accumulated other comprehensive loss into earnings for the current and comparative periods presented. The Company estimates that it will reclassify $35 million of unrealized losses from accumulated other comprehensive loss into earnings in the twelve months following July 31, 2020. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income by Component | 6 Months Ended |
Jul. 31, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income by Component | Changes in Accumulated Other Comprehensive Loss by Component: The following table presents the changes in accumulated other comprehensive loss attributable to the Company’s fixed interest rate swap cash flow hedges that are discussed in Note 8 and the Company's defined benefit plans. Unrealized Gains (Losses) on Fixed Interest Rate Swap Cash Flow Hedges (1) Defined Benefit Total (in millions) Three months ended July 31, 2020 Balance at May 1, 2020 $ (103) $ (5) $ (108) Other comprehensive loss before reclassifications (10) — (10) Amounts reclassified from accumulated other comprehensive loss 8 — 8 Income tax impact 1 — 1 Net other comprehensive loss (1) — (1) Balance at July 31, 2020 $ (104) $ (5) $ (109) Three months ended August 2, 2019 Balance at May 3, 2019 $ (24) $ — $ (24) Other comprehensive loss before reclassifications (47) — (47) Amounts reclassified from accumulated other comprehensive loss — — — Income tax impact 12 — 12 Net other comprehensive loss (35) — (35) Balance at August 2, 2019 $ (59) $ — $ (59) Six months ended July 31, 2020 Balance at January 31, 2020 $ (67) $ (5) $ (72) Other comprehensive loss before reclassifications (62) — (62) Amounts reclassified from accumulated other comprehensive loss 12 — 12 Income tax impact 13 — 13 Net other comprehensive loss (37) — (37) Balance at July 31, 2020 $ (104) $ (5) $ (109) Six months ended August 2, 2019 Balance at February 1, 2019 $ (14) $ — $ (14) Other comprehensive loss before reclassifications (61) — (61) Amounts reclassified from accumulated other comprehensive loss — — — Income tax impact 16 — 16 Net other comprehensive loss (45) — (45) Balance at August 2, 2019 $ (59) $ — $ (59) (1) The amount reclassified from accumulated other comprehensive loss is included in interest expense. |
Sale of Receivables (Notes)
Sale of Receivables (Notes) | 6 Months Ended |
Jul. 31, 2020 | |
Receivables [Abstract] | |
Sales of Receivables | Sales of Receivables On January 21, 2020 the Company entered into a Master Accounts Receivable Purchase Agreement (MARPA Facility) with MUFG Bank, Ltd. (the Purchaser), for the sale of certain designated eligible receivables with the U.S. government. Under the MARPA Facility, the Company can sell eligible receivables up to a maximum amount of $200 million. On March 17, 2020 the Company amended the MARPA Facility to increase the aggregate facility limit from $200 million to $300 million. The receivables sold under the MARPA Facility are without recourse for any U.S. government credit risk. The MARPA Facility has an initial term of one year. The Company accounts for these receivable transfers under the MARPA Facility as sales under Accounting Standards Codification (ASC) 860, Transfers and Servicing, and removes the sold receivables from its balance sheet. The fair value of the sold receivables approximated their book value due to their short-term nature. The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value and therefore has not recognized a servicing asset or liability as of July 31, 2020. Proceeds from the sale of receivables are reflected as cash flows from operating activities on the condensed and consolidated statement of cash flows. During the six months ended July 31, 2020, the Company incurred purchase discount fees of $1 million, which are presented in Other (income) expense, net on the condensed and consolidated statement of income. MARPA Facility activity consisted of the following: Six Months Ended July 31, 2020 (in millions) Beginning balance $ — Sale of receivables 1,624 Cash collections (1,424) Increase to cash flows from operating activities 200 Cash collected, not remitted to Purchaser (1) (14) Remaining sold receivables $ 186 |
Leases
Leases | 6 Months Ended |
Jul. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases: Total operating lease cost is comprised of the following: Three Months Ended Six Months Ended Statement of Income line item(s) July 31, August 2, July 31, August 2, (in millions) Operating lease cost Cost of revenues and Selling, general and administrative expenses $ 18 $ 17 $ 35 $ 33 Variable lease cost Cost of revenues and Selling, general and administrative expenses 6 3 11 7 Short-term lease cost Cost of revenues and Selling, general and administrative expenses 9 1 15 2 Sublease income Selling, general and administrative expenses (1) (1) (2) (2) Total lease cost $ 32 $ 20 $ 59 $ 40 The Company's right of use (ROU) assets and lease liabilities consisted of the following: Balance Sheet line item July 31, January 31, (in millions) Operating lease ROU asset Operating lease right of use assets $ 251 $ 190 Operating lease current liability Accounts payable and accrued liabilities 47 34 Operating lease non-current liability Operating lease liabilities 223 172 Total operating lease liabilities $ 270 $ 206 Other supplemental operating lease information consists of the following: Six Months Ended July 31, August 2, (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 39 $ 33 ROU assets obtained in exchange for new operating lease obligations $ 90 $ 43 Maturities of operating lease liabilities as of July 31, 2020 were as follows: Fiscal Year Ending Total (in millions) Remainder of 2021 $ 18 2022 72 2023 53 2024 44 2025 35 Thereafter 80 Total minimum lease payments 302 Less: imputed interest (32) Present value of operating lease liabilities $ 270 As of July 31, 2020, the weighted-average remaining lease term and the weighted-average discount rate was 5 years and 3.6%, respectively. The Company leases IT equipment and hardware to its customers. All of the Company’s lessor arrangements are operating leases. The Company accounts for lease and non-lease components as a single performance obligation when the timing and pattern of transfer are the same. Operating lease revenue is recognized on a straight-line basis over the term of the lease. For the three and six months ended July 31, 2020, operating lease income was $11 million and $17 million, respectively, and variable lease income was $7 million and $10 million, respectively. Operating and variable lease income are reported as revenue on the condensed and consolidated statements of income. |
Legal Proceedings and Other Com
Legal Proceedings and Other Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Commitments and Contingencies | Legal Proceedings and Other Commitments and Contingencies: Legal Proceedings The Company is involved in various claims and lawsuits arising in the normal conduct of its business, none of which the Company’s management believes, based on current information, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. AAV Termination for Convenience On August 27, 2018, the Company received a stop-work order from the United States Marine Corps on the Assault Amphibious Vehicle (AAV) contract and on October 3, 2018 the program was terminated for convenience by the customer. Beginning in fiscal 2018, the Company entered into contracts with various vendors for long-lead time materials that would be necessary to complete the low-rate initial production (LRIP) phase of the program, including portions of the LRIP phase which had not yet been awarded. As a result of the program termination, the Company recognized an inventory provision for long-lead items during fiscal 2019. The Company is continuing to negotiate with the Marine Corps to recover all costs associated with the termination. Government Investigations, Audits and Reviews The Company is routinely subject to investigations and reviews relating to compliance with various laws and regulations with respect, in particular, to its role as a contractor to federal, state and local government customers and in connection with performing services in countries outside of the United States. U.S. government agencies, including the Defense Contract Audit Agency (DCAA), the Defense Contract Management Agency and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its business systems. Adverse findings in these investigations, audits, or reviews can lead to criminal, civil or administrative proceedings, and the Company could face disallowance of previously billed costs, penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. Due to the Company’s reliance on government contracts, adverse findings could also have a material impact on the Company’s business, including its financial position, results of operations and cash flows. The indirect cost audits by the DCAA of the Company’s business remain open for certain prior years and the current year. Although the Company has recorded contract revenues based on an estimate of costs that the Company believes will be approved on final audit, the Company does not know the outcome of any ongoing or future audits. If future completed audit adjustments exceed the Company’s reserves for potential adjustments, the Company’s profitability could be materially adversely affected. The Company has recorded reserves for estimated net amounts to be refunded to customers for potential adjustments for indirect cost audits and compliance with Cost Accounting Standards. As of July 31, 2020, the Company has recorded a total liability of $48 million which is presented in accounts payable and accrued liabilities on the condensed and consolidated balance sheets. Letters of Credit and Surety Bonds |
Business Overview and Summary_2
Business Overview and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Segment Reporting | The Company is organized as a matrix comprised of three customer facing operating segments supported by a solutions and technology group. Each of the Company’s three customer facing operating segments is focused on providing the Company’s comprehensive technical and enterprise IT service offerings to one or more agencies of the U.S. federal government. The Company's operating segments are aggregated into one reportable segment for financial reporting purposes. |
Basis of Presentation | The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting purposes. References to “financial statements” refer to the condensed and consolidated financial statements of the Company, which include the statements of income and comprehensive income, balance sheets, statements of equity and statements of cash flows. These financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). |
Consolidation | All intercompany transactions and account balances within the Company have been eliminated. |
Use of Estimates | The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates inherent in the preparation of the financial statements may include, but are not limited to estimated profitability of long-term contracts, income taxes, fair value measurements, fair value of goodwill and other intangible assets, pension and defined benefit plan obligations, and contingencies. Estimates have been prepared by management on the basis of the most current and best available information at the time of estimation and actual results could differ from those estimates. |
Reporting Periods | The Company utilizes a 52/53 week fiscal year ending on the Friday closest to January 31, with fiscal quarters typically consisting of 13 weeks. Fiscal 2020 began on February 2, 2019 and ended on January 31, 2020, while fiscal 2021 began on February 1, 2020 and ends on January 29, 2021. |
Operating Cycle | The Company’s operating cycle may be greater than one year and is measured by the average time intervening between the inception and the completion of contracts. |
Derivative Instruments Designated as Cash Flow Hedges | Derivative instruments are recorded on the condensed and consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in other comprehensive income (loss) and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The Company’s fixed interest rate swaps are considered over-the-counter derivatives, and fair value is calculated using a standard pricing model for interest rate swaps with contractual terms for maturities, amortization and interest rates. Level 2, or market observable inputs (such as yield and credit curves), are used within the standard pricing models in order to determine fair value. The fair value is an estimate of the amount that the Company would pay or receive as of a measurement date if the agreements were transferred to a third party or canceled. See Note 8 for further discussion on the Company’s derivative instruments designated as cash flow hedges. |
Earnings Per Share | Basic earnings per share (EPS) is computed by dividing net income attributable to common stockholders by the basic weighted-average number of shares outstanding. Diluted EPS is computed similarly to basic EPS, except the weighted-average number of shares outstanding is increased to include the dilutive effect of outstanding stock options and other stock-based awards. |
Change in Estimates and Disaggregation of Revenues | Changes in Estimates Changes in estimates of revenues, cost of revenues or profits related to performance obligations satisfied over time are recognized in operating income in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can routinely occur over the performance period for a variety of reasons, which include: changes in scope; changes in cost estimates due to unanticipated cost growth or reassessments of risks impacting costs; changes in the estimated transaction price, such as variable amounts for incentive or award fees; and performance being better or worse than previously estimated. In cases when total expected costs exceed total estimated revenues for a performance obligation, the Company recognizes the total estimated loss in the quarter identified. Total estimated losses are inclusive of any unexercised options that are probable of award, only if they increase the amount of the loss. |
Marketable Securities | Investments in marketable securities consist of equity securities which are recorded at fair value using observable inputs such as quoted prices in active markets (Level 1). As of July 31, 2020 and January 31, 2020, the fair value of our investments total $24 million and $27 million, respectively, and was included in other assets on the condensed and consolidated balance sheets. The Company's investments are primarily held in a custodial account, which includes investments to fund our deferred compensation plan liabilities. |
Business Combinations Policy | Acquisition and Integration Costs Acquisition-related costs that are not part of the purchase price consideration are generally expensed as incurred, except for certain costs that are deferred in connection with the issuance of debt. These costs typically include transaction-related costs, such as finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs directly related to combining the Company and its acquired businesses. Integration-related costs typically include strategic consulting services, employee related costs, such as severance and accelerated vesting of assumed stock awards, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs. Acquisition and integration costs are presented together as acquisition and integration costs on the condensed and consolidated statements of income. Divestiture On July 3, 2020, in connection with the integration of Engility, the Company sold certain non-strategic international operations for $22 million and recognized a loss on the divestiture of $11 million, including $1 million of transaction costs. The loss is included in acquisition and integration costs on the condensed and consolidated statements of income. The Company received $1 million cash proceeds upon closing with the remaining balance due in installments through October 2021. |
Accounting Standards Updates | Accounting Standards Updates In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires entities to use a forward-looking model to estimate credit losses over the contractual term of financial assets, including short-term trade receivables and contract assets. The Company adopted ASU 2016-13 in the first quarter of fiscal 2021 using the modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Other Accounting Standards Updates effective after July 31, 2020 are not expected to have a material effect on the Company’s financial statements. |
Business Overview and Summary_3
Business Overview and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed and consolidated balance sheets for the periods presented: July 31, January 31, (in millions) Cash and cash equivalents $ 197 $ 188 Restricted cash included in inventory, prepaid expenses and other current assets 5 4 Restricted cash included in other assets 13 10 Cash, cash equivalents and restricted cash $ 215 $ 202 |
Earnings Per Share and Divide_2
Earnings Per Share and Dividends (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Number of Shares Outstanding Used to Compute Basic and Diluted EPS | A reconciliation of the weighted-average number of shares outstanding used to compute basic and diluted EPS was: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Basic weighted-average number of shares outstanding 58.1 58.6 58.0 59.0 Dilutive common share equivalents - stock options and other stock-based awards 0.5 0.5 0.5 0.6 Diluted weighted-average number of shares outstanding 58.6 59.1 58.5 59.6 |
Stock-Based Awards Excluded from Weighted Average Number of Shares Outstanding Used to Compute Diluted EPS | The following stock-based awards were excluded from the weighted-average number of shares outstanding used to compute diluted EPS: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Antidilutive stock options excluded 0.4 0.3 0.4 0.3 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenues | Disaggregated revenues by customer were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Department of Defense $ 833 $ 846 $ 1,692 $ 1,710 Other federal government agencies 894 716 1,757 1,438 Commercial, state and local 37 32 72 61 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 Disaggregated revenues by contract-type were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Cost reimbursement $ 937 $ 918 $ 1,907 $ 1,839 Time and materials (T&M) 402 321 776 646 Firm-fixed price (FFP) 425 355 838 724 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 Disaggregated revenues by prime vs. subcontractor were as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Prime contractor to federal government $ 1,593 $ 1,405 $ 3,181 $ 2,839 Subcontractor to federal government 134 157 268 309 Other 37 32 72 61 Total $ 1,764 $ 1,594 $ 3,521 $ 3,209 |
Contract Related Assets and Liabilities | Contract balances for the periods presented were as follows: Balance Sheet line item July 31, January 31, (in millions) Billed and billable receivables, net (1) Receivables, net $ 649 $ 720 Contract assets - unbillable receivables Receivables, net 383 379 Contract assets - contract retentions Other assets 18 17 Contract liabilities - current Accounts payable and accrued liabilities 96 41 Contract liabilities - non-current Other long-term liabilities $ 13 $ 10 |
Deferred Costs | Deferred costs for the periods presented were as follows: Balance Sheet line item July 31, January 31, (in millions) Pre-contract costs Inventory, prepaid expenses and other current assets $ 1 $ 3 Fulfillment costs - non-current Other assets $ 14 $ 12 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The adjusted preliminary purchase price allocation is as follows: (in millions) Receivables $ 114 Inventory, prepaid expenses and other current assets 14 Goodwill 656 Intangible assets 574 Property, plant, and equipment 4 Operating lease right of use assets 43 Other assets 7 Total assets acquired 1,412 Accounts payable and accrued liabilities 105 Accrued payroll and employee benefits 7 Operating lease liabilities 30 Other long-term liabilities 68 Total liabilities assumed 210 Net assets acquired $ 1,202 Amount of tax deductible goodwill $ 595 |
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following table summarizes the fair value of intangible assets and the related weighted-average useful lives as of the acquisition date: Amount Weighted-Average Amortization Period (in millions) (in years) Customer relationships $ 520 13 Backlog 47 1 Developed technology 7 1 Total intangible assets $ 574 12 |
Business Combination, Separately Recognized Transactions [Table Text Block] | The amounts recognized in acquisition and integration costs on the condensed and consolidated statements of income are as follows: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Acquisition (1) $ — $ — $ 20 $ — Integration (2)(3) 15 8 24 18 Total acquisition and integration costs $ 15 $ 8 $ 44 $ 18 (1) Acquisition expenses recognized for the six months ended July 31, 2020 are related to the acquisition of Unisys Federal. (2) Includes restructuring costs of $4 million for the six months ended July 31, 2020, and $2 million and $6 million for the three and six months ended August 2, 2019, respectively. (3) Integration expenses for the three and six months ended July 31, 2020 include an $11 million loss associated with the divestiture of non-strategic international operations (see Note 1). |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information presents the combined results of operations for Unisys Federal and the Company for the three and six months ended July 31, 2020 and August 2, 2019, respectively: Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, (in millions) Revenues $ 1,764 $ 1,779 $ 3,611 $ 3,535 Net income attributable to common stockholders $ 62 $ 53 $ 115 $ 92 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets, all of which were finite-lived, consisted of the following: July 31, 2020 January 31, 2020 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying (in millions) Customer relationships $ 1,371 $ (189) $ 1,182 $ 851 $ (142) $ 709 Backlog 47 (18) 29 — — — Developed technology 9 (3) 6 2 — 2 Total intangible assets $ 1,427 $ (210) $ 1,217 $ 853 $ (142) $ 711 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of July 31, 2020, the estimated future annual amortization expense related to intangible assets is as follows: Fiscal Year Ending (in millions) Remainder of 2021 $ 79 2022 110 2023 106 2024 103 2025 103 Thereafter 716 Total $ 1,217 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | The Company’s long-term debt as of the dates presented was as follows: July 31, 2020 January 31, 2020 Stated Effective Principal Unamortized Net Principal Unamortized Net (in millions) Term Loan A Facility due October 2023 1.91 % 2.24 % $ 878 $ (8) $ 870 $ 904 $ (9) $ 895 Term Loan B Facility due October 2025 2.04 % 2.23 % 1,032 (10) 1,022 1,037 (11) 1,026 Term Loan B2 Facility due March 2027 2.41 % 2.84 % 473 (12) 461 — — — Senior Notes due April 2028 4.88 % 5.04 % 400 (6) 394 — — — Total long-term debt $ 2,783 $ (36) $ 2,747 $ 1,941 $ (20) $ 1,921 Less current portion 90 — 90 70 — 70 Total long-term debt, net of current portion $ 2,693 $ (36) $ 2,657 $ 1,871 $ (20) $ 1,851 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long-term debt as of July 31, 2020 are: Fiscal Year Ending Total (in millions) Remainder of 2021 $ 42 2022 72 2023 154 2024 668 2025 16 Thereafter 1,831 Total principal payments $ 2,783 |
Derivative Instruments Design_2
Derivative Instruments Designated as Cash Flow Hedges (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The Company’s derivative instruments designated as cash flow hedges consist of: Liability Fair Value (1) at Notional Amount at July 31, 2020 Pay Fixed Receive Settlement and July 31, January 31, 2020 (in millions) (in millions) Interest rate swaps #1 $ 262 2.78 % 1-month Monthly through $ (6) $ (6) Interest rate swaps #2 500 3.07 % 1-month Monthly through October 31, 2025 (94) (62) Interest rate swaps #3 550 2.49 % 1-month Monthly through October 31, 2023 (40) (24) Total $ 1,312 $ (140) $ (92) |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income by Component (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents the changes in accumulated other comprehensive loss attributable to the Company’s fixed interest rate swap cash flow hedges that are discussed in Note 8 and the Company's defined benefit plans. Unrealized Gains (Losses) on Fixed Interest Rate Swap Cash Flow Hedges (1) Defined Benefit Total (in millions) Three months ended July 31, 2020 Balance at May 1, 2020 $ (103) $ (5) $ (108) Other comprehensive loss before reclassifications (10) — (10) Amounts reclassified from accumulated other comprehensive loss 8 — 8 Income tax impact 1 — 1 Net other comprehensive loss (1) — (1) Balance at July 31, 2020 $ (104) $ (5) $ (109) Three months ended August 2, 2019 Balance at May 3, 2019 $ (24) $ — $ (24) Other comprehensive loss before reclassifications (47) — (47) Amounts reclassified from accumulated other comprehensive loss — — — Income tax impact 12 — 12 Net other comprehensive loss (35) — (35) Balance at August 2, 2019 $ (59) $ — $ (59) Six months ended July 31, 2020 Balance at January 31, 2020 $ (67) $ (5) $ (72) Other comprehensive loss before reclassifications (62) — (62) Amounts reclassified from accumulated other comprehensive loss 12 — 12 Income tax impact 13 — 13 Net other comprehensive loss (37) — (37) Balance at July 31, 2020 $ (104) $ (5) $ (109) Six months ended August 2, 2019 Balance at February 1, 2019 $ (14) $ — $ (14) Other comprehensive loss before reclassifications (61) — (61) Amounts reclassified from accumulated other comprehensive loss — — — Income tax impact 16 — 16 Net other comprehensive loss (45) — (45) Balance at August 2, 2019 $ (59) $ — $ (59) (1) The amount reclassified from accumulated other comprehensive loss is included in interest expense. |
Sale of Receivables (Tables)
Sale of Receivables (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Receivables [Abstract] | |
Transfers Of Financial Assets Accounted For As Sales, Marpa [Table Text Block] | MARPA Facility activity consisted of the following: Six Months Ended July 31, 2020 (in millions) Beginning balance $ — Sale of receivables 1,624 Cash collections (1,424) Increase to cash flows from operating activities 200 Cash collected, not remitted to Purchaser (1) (14) Remaining sold receivables $ 186 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | Total operating lease cost is comprised of the following: Three Months Ended Six Months Ended Statement of Income line item(s) July 31, August 2, July 31, August 2, (in millions) Operating lease cost Cost of revenues and Selling, general and administrative expenses $ 18 $ 17 $ 35 $ 33 Variable lease cost Cost of revenues and Selling, general and administrative expenses 6 3 11 7 Short-term lease cost Cost of revenues and Selling, general and administrative expenses 9 1 15 2 Sublease income Selling, general and administrative expenses (1) (1) (2) (2) Total lease cost $ 32 $ 20 $ 59 $ 40 |
Supplemental Balance Sheet Disclosures [Text Block] | The Company's right of use (ROU) assets and lease liabilities consisted of the following: Balance Sheet line item July 31, January 31, (in millions) Operating lease ROU asset Operating lease right of use assets $ 251 $ 190 Operating lease current liability Accounts payable and accrued liabilities 47 34 Operating lease non-current liability Operating lease liabilities 223 172 Total operating lease liabilities $ 270 $ 206 |
OtherSupplementalLeaseInformation [Table Text Block] | Other supplemental operating lease information consists of the following: Six Months Ended July 31, August 2, (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 39 $ 33 ROU assets obtained in exchange for new operating lease obligations $ 90 $ 43 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturities of operating lease liabilities as of July 31, 2020 were as follows: Fiscal Year Ending Total (in millions) Remainder of 2021 $ 18 2022 72 2023 53 2024 44 2025 35 Thereafter 80 Total minimum lease payments 302 Less: imputed interest (32) Present value of operating lease liabilities $ 270 |
Business Overview and Summary_4
Business Overview and Summary of Significant Accounting Policies - Narrative (Detail) $ in Millions | Jul. 03, 2020USD ($) | Jul. 31, 2020USD ($)segment | Aug. 02, 2019USD ($) | Jan. 31, 2020USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Number of operating segments | segment | 3 | |||
Number of reportable segments | segment | 1 | |||
Operating cycle (greater than) | 1 year | |||
Retained earnings | $ 550 | $ 506 | ||
Gain (Loss) on Disposition of Business | 10 | $ 0 | ||
Proceeds from Divestiture of Businesses | $ 1 | $ 0 | ||
Non-Strategic International Operations [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Gain (Loss) on Disposition of Business | $ 11 | |||
Proceeds from Divestiture of Businesses | 22 | |||
Cash Proceeds From Divestiture Of Businesses | 1 | |||
Divestiture of Business, Transaction Costs | $ 1 | |||
Forfeiture Support Associates J.V. [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% |
Business Overview and Summary_5
Business Overview and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 | Aug. 02, 2019 | Feb. 01, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 197 | $ 188 | ||
Restricted cash included in other assets | 13 | 10 | ||
Restricted Cash Equivalents, Current | 5 | 4 | ||
Cash, cash equivalents and restricted cash | $ 215 | $ 202 | $ 188 | $ 246 |
Business Overview and Summary_6
Business Overview and Summary of Significant Accounting Policies Significant Accounting Policies (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Marketable Securities, Noncurrent | $ 24 | $ 27 |
Earnings Per Share and Divide_3
Earnings Per Share and Dividends (Detail) - $ / shares shares in Millions | Aug. 31, 2020 | Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 |
Computation Of Earnings Per Share [Line Items] | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.74 | $ 0.74 | |||
Basic weighted-average number of shares outstanding (in shares) | 58.1 | 58.6 | 58 | 59 | |
Dilutive common share equivalents - stock options and other stock-based awards (in shares) | 0.5 | 0.5 | 0.5 | 0.6 | |
Diluted weighted-average number of shares outstanding (in shares) | 58.6 | 59.1 | 58.5 | 59.6 | |
Stock Options | |||||
Computation Of Earnings Per Share [Line Items] | |||||
Antidilutive stock options excluded (in shares) | 0.4 | 0.3 | 0.4 | 0.3 | |
Dividend Declared [Member] | |||||
Computation Of Earnings Per Share [Line Items] | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.37 | ||||
Dividend Declared [Member] | Subsequent Event | |||||
Computation Of Earnings Per Share [Line Items] | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.37 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase (decrease) in income from change in contract estimates | $ 100 | $ 95 | $ 178 | $ 188 |
Increase (decrease) in income from change in contract estimates per diluted share (in dollars per share) | $ 0.87 | $ 0.96 | $ 1.49 | $ 1.88 |
Net income | $ 51 | $ 57 | $ 87 | $ 112 |
Contract with customer, performance obligation satisfied in previous period | 2 | 6 | ||
Contract with Customer, Liability, Revenue Recognized | 22 | 19 | 5 | 6 |
Remaining performance obligation | 4,600 | 4,600 | ||
Change in Accounting Method Accounted for as Change in Estimate | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase (decrease) in income from change in contract estimates | $ 4 | $ 3 | $ 12 | |
Increase (decrease) in income from change in contract estimates per diluted share (in dollars per share) | $ 0.05 | $ 0.04 | $ 0.16 | |
Net income | $ 2 | |||
Pre-contract costs | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Capitalized Contract Cost, Amortization | $ 2 | $ 5 | $ 1 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,764 | $ 1,594 | $ 3,521 | $ 3,209 |
Prime contractor to federal government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,593 | 1,405 | 3,181 | 2,839 |
Subcontractor to federal government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 134 | 157 | 268 | 309 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 37 | 32 | 72 | 61 |
Cost reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 937 | 918 | 1,907 | 1,839 |
Time and materials (T&M) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 402 | 321 | 776 | 646 |
Firm-fixed price (FFP) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 425 | 355 | 838 | 724 |
Department of Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 833 | 846 | 1,692 | 1,710 |
Other federal government agencies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 894 | 716 | 1,757 | 1,438 |
Commercial, state and local | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 37 | $ 32 | $ 72 | $ 61 |
Revenues - Contract Related Ass
Revenues - Contract Related Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | Jan. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Allowance for doubtful accounts | $ 3 | $ 3 | $ 4 | ||
Contract with Customer, Liability, Revenue Recognized | 22 | $ 19 | 5 | $ 6 | |
Receivables, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Billed and billable receivables, net | 649 | 649 | 720 | ||
Contract assets | 383 | 383 | 379 | ||
Accounts payable and accrued liabilities | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities - current | 96 | 96 | 41 | ||
Other long-term liabilities | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities - non-current | 13 | 13 | 10 | ||
Contract retentions | Other assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract assets | $ 18 | $ 18 | $ 17 |
Revenues - Deferred Costs (Deta
Revenues - Deferred Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | Jan. 31, 2020 | |
Pre-contract costs | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized Contract Cost, Amortization | $ 2 | $ 5 | $ 1 | ||
Fulfillment costs - non-current | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized Contract Cost, Amortization | 1 | $ 1 | 2 | $ 2 | |
Inventory, prepaid expenses and other current assets | Pre-contract costs | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred costs | 1 | 1 | $ 3 | ||
Other assets | Fulfillment costs - non-current | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred costs | $ 14 | $ 14 | $ 12 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) | Jul. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-08-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation (percent) | 85.00% |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation (percent) | 90.00% |
Revenue, remaining performance obligation, period | 1 year |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | Mar. 13, 2020 | Jul. 31, 2020 | May 01, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 |
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 1,202 | $ 0 | ||||
Payments of Debt Issuance Costs | 27 | 0 | ||||
Goodwill, Period Increase (Decrease) | 650 | |||||
Business Combination, Acquisition Related Costs | $ 0 | $ 0 | 20 | 0 | ||
Amortization of Intangible Assets | 42 | $ 24 | 68 | $ 49 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 79 | 79 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 110 | 110 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 106 | 106 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 103 | 103 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 103 | 103 | ||||
Unisys Federal [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 1,200 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 175 | 279 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 8 | 19 | ||||
Payments of Debt Issuance Costs | 27 | |||||
Goodwill, Period Increase (Decrease) | 41 | 656 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Net Working Capital Adjustment | 6 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 67 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 26 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Assets | 6 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 6 | $ 2 | ||||
Business Combination, Acquisition Related Costs | $ 49 | |||||
Amortization of Intangible Assets | $ 2 | 7 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 8 | 8 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 18 | 18 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 18 | 18 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 14 | 14 | ||||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | $ 2 | $ 2 |
Acquisitions Fair Values of Ass
Acquisitions Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Mar. 13, 2020 | Jan. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,789 | $ 2,139 | |
Unisys Federal [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 114 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory, Current Assets, Prepaid Expense and Other Assets | 14 | ||
Goodwill | 656 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 574 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed Operating Lease Right of Use Asset | 43 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 7 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Including Goodwill | 1,412 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable and Accrued Liabilities | 105 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Liabilities Accrued Payroll And Employee Benefits | 7 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Liabilities | 30 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 68 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 210 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 1,202 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 595 |
Acquisitions Fair Value of Inta
Acquisitions Fair Value of Intangible Assets and Related Weighted Average Useful Lives (Details) - Unisys Federal [Member] $ in Millions | Mar. 13, 2020USD ($) |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 574 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years |
Order or Production Backlog [Member] | |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 47 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
Technology-Based Intangible Assets [Member] | |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 7 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 520 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years |
Acquisitions Acquisition, Integ
Acquisitions Acquisition, Integration, and Restructuring (Details) - USD ($) $ in Millions | Jul. 03, 2020 | Mar. 13, 2020 | Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 |
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 0 | $ 0 | $ 20 | $ 0 | ||
Business Combination, Integration Related Costs | 15 | 8 | 24 | 18 | ||
Acquisition and integration costs | $ 15 | 8 | 44 | 18 | ||
Restructuring Costs | $ 2 | 4 | 6 | |||
Gain (Loss) on Disposition of Business | $ 10 | $ 0 | ||||
Non-Strategic International Operations [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Gain (Loss) on Disposition of Business | $ 11 | |||||
Unisys Federal [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 49 |
Acquisitions Pro Forma Earnings
Acquisitions Pro Forma Earnings (Details) - Unisys Federal [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | $ 1,764 | $ 1,779 | $ 3,611 | $ 3,535 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 62 | $ 53 | $ 115 | $ 92 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | May 01, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | Jan. 31, 2020 | Mar. 13, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,789,000,000 | $ 2,789,000,000 | $ 2,139,000,000 | ||||
Goodwill, Period Increase (Decrease) | 650,000,000 | ||||||
Amortization of Intangible Assets | 42,000,000 | $ 24,000,000 | 68,000,000 | $ 49,000,000 | |||
Impairment of Intangible Assets, Finite-lived | 0 | $ 0 | |||||
Goodwill, Impairment Loss | 0 | $ 0 | |||||
Non-Strategic International Operations [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill, Period Increase (Decrease) | 6,000,000 | ||||||
Unisys Federal [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 656,000,000 | ||||||
Goodwill, Period Increase (Decrease) | $ 41,000,000 | 656,000,000 | |||||
Amortization of Intangible Assets | $ 2,000,000 | $ 7,000,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets Intangible Assets (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,427 | $ 853 |
Finite-Lived Intangible Assets, Accumulated Amortization | (210) | (142) |
Finite-Lived Intangible Assets, Net | 1,217 | 711 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,371 | 851 |
Finite-Lived Intangible Assets, Accumulated Amortization | (189) | (142) |
Finite-Lived Intangible Assets, Net | 1,182 | 709 |
Order or Production Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 47 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (18) | 0 |
Finite-Lived Intangible Assets, Net | 29 | 0 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9 | 2 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3) | 0 |
Finite-Lived Intangible Assets, Net | $ 6 | $ 2 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets Intangible Assets Amortization (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | $ 79 | |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 110 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 106 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 103 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 103 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 716 | |
Finite-Lived Intangible Assets, Net | $ 1,217 | $ 711 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Income Taxes [Line Items] | ||||
Effective income tax rate | 24.90% | 23.30% | 22.00% | 21.60% |
Liabilities for uncertainty in income taxes | $ 56 | $ 56 | ||
Unrecognized tax benefits | $ 55 | $ 55 |
Debt Obligations - Long-term De
Debt Obligations - Long-term Debt (Detail) - USD ($) | Jul. 31, 2020 | Mar. 13, 2020 | Jan. 31, 2020 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 2,783,000,000 | $ 1,941,000,000 | |
Unamortized debt issuance costs, total long-term debt | (36,000,000) | (20,000,000) | |
Total long-term debt | 2,747,000,000 | 1,921,000,000 | |
Less current portion | 90,000,000 | 70,000,000 | |
Debt Issuance Costs, Current, Net | 0 | 0 | |
Principal amount of long-term debt, net of current portion | 2,693,000,000 | 1,871,000,000 | |
Unamortized debt issuance costs, total long-term debt, net of current portion | (36,000,000) | (20,000,000) | |
Total long-term debt, net of current portion | $ 2,657,000,000 | 1,851,000,000 | |
Term Loan A Facility Commitment Due October Two Thousand Twenty Three | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.91% | ||
Effective interest rate | 2.24% | ||
Principal amount of long-term debt | $ 878,000,000 | 904,000,000 | |
Unamortized debt issuance costs, total long-term debt | (8,000,000) | (9,000,000) | |
Total long-term debt | $ 870,000,000 | 895,000,000 | |
Term Loan B Facility Due October Two Thousand Twenty Five | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.04% | ||
Effective interest rate | 2.23% | ||
Principal amount of long-term debt | $ 1,032,000,000 | 1,037,000,000 | |
Unamortized debt issuance costs, total long-term debt | (10,000,000) | (11,000,000) | |
Total long-term debt | $ 1,022,000,000 | $ 1,026,000,000 | |
Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.41% | ||
Effective interest rate | 2.84% | 0.00% | |
Principal amount of long-term debt | $ 473,000,000 | $ 600,000,000 | $ 0 |
Unamortized debt issuance costs, total long-term debt | (12,000,000) | ||
Total long-term debt | $ 461,000,000 | $ 0 | |
Senior Notes Due April Two Thousand Twenty Eight | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.88% | 4.875% | |
Effective interest rate | 5.04% | 0.00% | |
Principal amount of long-term debt | $ 400,000,000 | $ 400,000,000 | $ 0 |
Unamortized debt issuance costs, total long-term debt | (6,000,000) | ||
Total long-term debt | 394,000,000 | $ 0 | |
Line of Credit [Member] | Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 2,800,000,000 | ||
Line of Credit [Member] | Revolving Credit Facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 400,000,000 | ||
Line of Credit [Member] | Secured Debt [Member] | Term Loan A Facility Commitment Due October Two Thousand Twenty Three | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 878,000,000 | ||
Line of Credit [Member] | Secured Debt [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 1,032,000,000 | ||
Line of Credit [Member] | Secured Debt [Member] | Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 473,000,000 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Detail) - USD ($) | Mar. 13, 2020 | Oct. 31, 2018 | Sep. 02, 2020 | Jul. 31, 2020 | Jul. 31, 2020 | Aug. 02, 2019 | Jan. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 2,783,000,000 | $ 2,783,000,000 | $ 1,941,000,000 | ||||
Amortization of Debt Issuance Costs | 12,000,000 | $ 4,000,000 | |||||
Debt Issuance Costs, Net | 36,000,000 | 36,000,000 | 20,000,000 | ||||
Term Loan A Facility Commitment Due October Two Thousand Twenty Three | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 878,000,000 | $ 878,000,000 | 904,000,000 | ||||
Stated interest rate | 1.91% | 1.91% | |||||
Debt Issuance Costs, Net | $ 8,000,000 | $ 8,000,000 | 9,000,000 | ||||
Term Loan B Facility Due October Two Thousand Twenty Five | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 1,032,000,000 | $ 1,032,000,000 | 1,037,000,000 | ||||
Stated interest rate | 2.04% | 2.04% | |||||
Debt Issuance Costs, Net | $ 10,000,000 | $ 10,000,000 | 11,000,000 | ||||
Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 600,000,000 | 473,000,000 | $ 473,000,000 | 0 | |||
Repayments of Secured Debt | $ 125,000,000 | ||||||
DebtInstrumentAmortizationRate | 0.25% | 0.25% | |||||
DebtPrepaymentFee | 1.00% | 1.00% | |||||
Stated interest rate | 2.41% | 2.41% | |||||
Debt Issuance Costs, Net | $ 12,000,000 | $ 12,000,000 | |||||
Senior Notes Due April Two Thousand Twenty Eight | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 0 | |||
Stated interest rate | 4.875% | 4.88% | 4.88% | ||||
Debt Issuance Costs, Net | $ 6,000,000 | $ 6,000,000 | |||||
Line of Credit [Member] | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 2,800,000,000 | 2,800,000,000 | |||||
Second Amendmente to the Third Amended Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Issuance Costs, Gross | 27,000,000 | 27,000,000 | |||||
Debt Issuance Costs, Net | 22,000,000 | 22,000,000 | |||||
Debt Issuance Costs, Interest Expense | 5,000,000 | 5,000,000 | |||||
Second Amendmente to the Third Amended Credit Agreement [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.875% | ||||||
Second Amendmente to the Third Amended Credit Agreement [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.875% | ||||||
Second Amendmente to the Third Amended Credit Agreement [Member] | Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Second Amendmente to the Third Amended Credit Agreement [Member] | Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
First Amendment to the Third Amended Credit Agreement [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
First Amendment to the Third Amended Credit Agreement [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
Revolving Credit Facility | Line of Credit [Member] | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 400,000,000 | 400,000,000 | |||||
Secured Debt [Member] | Line of Credit [Member] | Term Loan A Facility Commitment Due October Two Thousand Twenty Three | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | 878,000,000 | 878,000,000 | |||||
Secured Debt [Member] | Line of Credit [Member] | Term Loan B Facility Due October Two Thousand Twenty Five | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 1,032,000,000 | 1,032,000,000 | |||||
Secured Debt [Member] | Line of Credit [Member] | Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 473,000,000 | $ 473,000,000 | |||||
Subsequent Event | Term Loan B2 Facility Due March Two Thousand Twenty Seven [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Secured Debt | $ 100,000,000 |
Debt Obligations Debt Maturitie
Debt Obligations Debt Maturities (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Debt Disclosure [Abstract] | ||
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 42 | |
Long-Term Debt, Maturity, Year One | 72 | |
Long-Term Debt, Maturity, Year Two | 154 | |
Long-Term Debt, Maturity, Year Three | 668 | |
Long-Term Debt, Maturity, Year Four | 16 | |
Long-Term Debt, Maturity, after Year Four | 1,831 | |
Long-term Debt, Gross | $ 2,783 | $ 1,941 |
Derivative Instruments Design_3
Derivative Instruments Designated as Cash Flow Hedges - Schedule of Derivative Instruments (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2020 | Jan. 31, 2020 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 1,312 | |
Asset Fair Value | (140) | $ (92) |
Interest rate swaps 1 | Interest Rate Swaps | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 262 | |
Pay fixed rate | 2.78% | |
Receive variable rate | 1-month LIBOR | |
Settlement and termination | Monthly through July 30, 2021 | |
Asset Fair Value | $ (6) | (6) |
Interest rate swaps #2 | Interest Rate Swaps | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 500 | |
Pay fixed rate | 3.07% | |
Receive variable rate | 1-month LIBOR | |
Settlement and termination | Monthly through October 31, 2025 | |
Asset Fair Value | $ (94) | (62) |
Interest rate swaps #3 | Interest Rate Swaps | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 550 | |
Pay fixed rate | 2.49% | |
Receive variable rate | 1-month LIBOR | |
Settlement and termination | Monthly through October 31, 2023 | |
Asset Fair Value | $ (40) | $ (24) |
Derivative Instruments Design_4
Derivative Instruments Designated as Cash Flow Hedges - Narrative (Detail) $ in Millions | Jul. 31, 2020USD ($) |
Interest Rate Swaps | |
Derivative [Line Items] | |
Unrealized gains estimated to be reclassified from accumulated other comprehensive income into earnings in the next twelve months | $ 35 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | May 01, 2020 | Jan. 31, 2020 | May 03, 2019 | Feb. 01, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, before Tax | $ (109) | $ (59) | $ (109) | $ (59) | $ (108) | $ (72) | $ (24) | $ (14) |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | (10) | (47) | (62) | (61) | ||||
Other Comprehensive Income (Loss), Tax | 1 | 12 | 13 | 16 | ||||
Other Comprehensive Income (Loss), Net of Tax | (1) | (35) | (37) | (45) | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 8 | 0 | 12 | 0 | ||||
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, before Tax | (104) | (59) | (104) | (59) | (103) | (67) | (24) | (14) |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | (10) | (47) | (62) | (61) | ||||
Other Comprehensive Income (Loss), Tax | 1 | 12 | 13 | 16 | ||||
Other Comprehensive Income (Loss), Net of Tax | (1) | (35) | (37) | (45) | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 8 | 0 | 12 | 0 | ||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, before Tax | (5) | 0 | (5) | 0 | $ (5) | $ (5) | $ 0 | $ 0 |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | 0 | 0 | 0 | 0 | ||||
Other Comprehensive Income (Loss), Tax | 0 | 0 | 0 | 0 | ||||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | 0 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Sale of Receivables (Details)
Sale of Receivables (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jul. 31, 2020 | Jan. 31, 2020 | Jan. 21, 2020 | |
Receivables [Abstract] | |||
TransfersOfFinancialAssetsAccountedForAsSalesMarpaMaximumCommitment | $ 300 | $ 200 | |
TransfersOfFinancialAssetsAccountedForAsSalesDiscountFee | 1 | ||
TransfersOfFinancialAssetsAccountedForAsSalesCashCollected | (1,424) | ||
TransferOfFinancialAssetsAccountedForAsSalesAmountOutstanding | 200 | $ 0 | |
TransferOfFinancialAssetsAccountedForAsSalesReceivablesSoldDuringPeriod | 1,624 | ||
TransfersOfFinancialAssetsAccountedForAsSalesCashCollectedNotRemittedToPurchaser | (14) | ||
TransferOfFinancialAssetsAccountedForAsSalesRemainingSoldReceivables | $ 186 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities, Leases (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 251 | $ 190 |
Operating Lease, Liability, Current | 47 | 34 |
Operating Lease, Liability, Noncurrent | 223 | 172 |
Operating Lease, Liability | $ 270 | $ 206 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities, Payments Due (Details) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 18 | |
Operating Leases, Future Minimum Payments, Due in Two Years | 72 | |
Operating Leases, Future Minimum Payments, Due in Three Years | 53 | |
Operating Leases, Future Minimum Payments, Due in Four Years | 44 | |
Operating Leases, Future Minimum Payments, Due in Five Years | 35 | |
Operating Leases, Future Minimum Payments, Due Thereafter | 80 | |
Operating Leases, Future Minimum Payments Due | 302 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (32) | |
Operating Lease, Liability | $ 270 | $ 206 |
Leases - Other Supplemental Lea
Leases - Other Supplemental Lease Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2020 | Aug. 02, 2019 | |
OtherSupplementalLeaseInformation [Abstract] | ||
Operating Lease, Payments | $ 39 | $ 33 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 90 | $ 43 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 3.60% |
Leases - Lease, Cost (Details)
Leases - Lease, Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2020 | Aug. 02, 2019 | |
Lease, Cost [Abstract] | ||||
Operating Lease, Cost | $ 18 | $ 17 | $ 35 | $ 33 |
Variable Lease, Cost | 6 | 3 | 11 | 7 |
Short-term Lease, Cost | 9 | 1 | 15 | 2 |
Sublease Income | (1) | (1) | (2) | (2) |
Lease, Cost | 32 | $ 20 | 59 | $ 40 |
Operating Lease, Lease Income | 11 | 17 | ||
Variable Lease, Income | $ 7 | $ 10 |
Legal Proceedings and Other C_2
Legal Proceedings and Other Commitments and Contingencies (Detail) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 31, 2020 |
Commitments And Contingencies [Line Items] | ||
Inventories, prepaid expenses and other current assets | $ 184 | $ 143 |
Government Investigations And Reviews | ||
Commitments And Contingencies [Line Items] | ||
Estimated net amounts to be refunded for potential adjustments | 48 | |
Letters of Credit | ||
Commitments And Contingencies [Line Items] | ||
Outstanding obligations | 10 | |
Surety Bonds | ||
Commitments And Contingencies [Line Items] | ||
Outstanding obligations | $ 18 |