Stockholders’ Frequently Asked Questions
SAIC has two classes of stock: Common and Class A Preferred. Choose the tab below that corresponds to your class of stock to access frequently asked questions about the stock transfer agent, your account and more.
- A. Class A Preferred Stock
- Definition and preferences regarding the stock split as a result of the merger, the special dividend, distribution, taxes and changes in the Equity Holdings application on the MellonOne portal.
- B. BNY Mellon: Stock Transfer Agent & Stock Plan Administrator
- BNY Mellon Shareowner Services contact information, hours, Internet account access, statements, electronic document access.
- C. Account Information
- Answers to common questions to effect changes in stock accounts at BNY Mellon including address changes, name changes, account status, fees, and account access issues.
- D. Stock Transfer
- Information about stock transfer services, instructions, forms, Medallion Signature Guarantees, permitted transferees, and account registration.
- E. Purchase or Sale of Stock
- Information on how to sell shares of Class A Preferred Stock or transfer to a broker.
- F. General Tax & Cost Basis
- General information about the tax reporting requirements, and tax consequences of income and/or sale proceeds received from your investment in SAIC stock.
A. Class A Preferred Stock
- Q-A1. What are the differences between the Class A Preferred Stock and the Common Stock?
- Q-A2. What is the price of SAIC Class A Preferred Stock?
- Q-A3. What was the amount of the special dividend declared prior to SAIC's Initial Public Offering date of October 13, 2006?
- Q-A4. What taxes was the special dividend subject to and how was the special dividend paid?
- Q-A5. Was the special dividend on fully vested stock treated as a taxable dividend for federal income tax purposes?
- Q-A6. How did my Equity Holdings account at BNY Mellon change as a result of the merger?
- Q-A7.Where can I find the historical price of SAIC stock before the Initial Public Offering (IPO)?
- Q-A8. How can I tell if there are restrictions on my shares of Class A Preferred Stock?
B. BNY Mellon: Stock Transfer Agent & Stock Plan Administrator
- Q-B1. What services does BNY Mellon perform for SAIC?
- Q-B2. How do I electronically access my stock account at BNY Mellon?
- Q-B3. How do I obtain an Access ID and Password/PIN to access my account information at BNY Mellon?
- Q-B4. What kind of browser do I need to access the MellonOne portal?
- Q-B5. What is the MellonOne Portal and what does it include?
- Q-B6. Does BNY Mellon provide a summary of all my stock and/or option accounts in one place like SAIC's former Stock Tools' Total Stock Summary Report?
- Q-B7. Does BNY Mellon send stockholders a printed quarterly or annual Stock Summary Statement?
- Q-B8. What is MLink and does enrolling in MLink eliminate the receipt of hard copy statements via the U.S. mail? Will I be able to receive SAIC proxies and voting materials through MLink?
- Q-B9. Can I have MLink send statements to my home e-mailbox?
- Q-B10. Are there regular account maintenance fees to use the BNY Mellon online system?
- Q-B11. Who should I contact if I have questions about my stock accounts?
- Q-B12. What are BNY Mellon's hours of operation?
- Q-B13. If I acquire shares of Common Stock in the public market, will these shares be shown in my Equity Holdings account at BNY Mellon?
- Q-B14. Is BNY Mellon responsible for administering the SAIC Retirement Plans?
- Q-B15. What is the role of SAIC Stock Programs?
C. Account Information
- Q-C1. What should I do if I have not received or have misplaced my Access ID and/or Password/PIN from BNY Mellon?
- Q-C2. How can I set my own Password/PIN at BNY Mellon?
- Q-C3. How do I update my personal address on the BNY Mellon system?
- Q-C4. How do I change the name(s) on my account(s) at BNY Mellon?
- Q-C5. Which accounts can I view under my Social Security Number in my account summary (example: shares held in separate personal or trust accounts)?
- Q-C6. Can family members who own stock access their accounts through the MellonOne web portal?
- Q-C7. If there is an account discrepancy (e.g., missing shares, incorrect transactions), should I contact SAIC or BNY Mellon?
- Q-C8. Are beneficiary forms available on the BNY Mellon site?
D. Stock Transfer
- Q-D1. What are the transfer restrictions on the Class A Preferred Stock?
- Q-D2. Who is a "permitted transferee"?
- Q-D3. How do I transfer Class A Preferred Stock to someone else?
- Q-D4. What is a Medallion Signature Guarantee and where do I get one?
- Q-D5. Is there a fee for stock transfers, registration name changes, or conversions to Common?
- Q-D6. What are some of the different ways of registering ownership of SAIC stock?
- Q-D7. How do I change the registration name on shares of stock?
E. Purchase or Sale of Stock
- Q-E1. How can I purchase Class A Preferred Stock?
- Q-E2. What types of share conversion and sale transactions are permitted?
- Q-E3. How can holders of Class A Preferred Stock sell their shares?
- Q-E4. Can stockholders use their existing brokerage firm to hold or sell their shares?
- Q-E5. What is the BNY Mellon Share Selling program?
- Q-E6. Is there a fee for BNY Mellon to convert shares of Class A Preferred Stock to Common Stock or to transfer the shares of Common Stock to another broker?
- Q-E7. In the case of a financial hardship, can stockholders request to sell shares acquired through the Employee Stock Purchase Plan (ESPP) before the expiration of the one year holding period associated with shares acquired through the ESPP?
- Q-E8. On December 12, 2006, the Company announced that its board authorized a stock repurchase program. Is this a program through which a stockholder can offer to sell shares of Class A Preferred Stock directly to the Company?
F. General Tax & Cost Basis
- Q-F1. Who issues W-2s to reflect ordinary income related to SAIC stock transactions?
- Q-F2. Who issues a Form 1099-B for proceeds from a stock sale?
- Q-F3. Will I receive a Form 1099-B if shares were liquidated for the taxes on my option exercise or restricted stock award?
- Q-F4. How does BNY Mellon assist me in tracking the cost basis of my shares?
- Q-F5. How do I track the tax basis of my shares of Class A Preferred Stock that were issued to me as a result of the merger/stock split?
- Q-F6. When I convert shares of my Class A Preferred Stock to Common Stock, does the tax basis and holding period for my shares of the Class A Preferred Stock carry over to the Common Stock?
A. Class A Preferred Stock
QA1. What are the differences between the Class A Preferred Stock and the Common Stock?
A. The terms of the Class A Preferred Stock and the Common Stock are the same except as follows:
- the Class A Preferred Stock is not publicly traded and is subject to certain transfer restrictions described in Q-D1 while the Common Stock is listed on the New York Stock Exchange and is freely tradable
- the Class A Preferred Stock has 10 votes per share while the Common Stock has one vote per share
- the Class A Preferred Stock is convertible into Common Stock on a 1 for 1 basis
The Class A Preferred Stock has no other preferences. Class A Preferred Stock can be held only at BNY Mellon Shareowner Services. BNY Mellon has created a modified CUSIP number for Class A Preferred Stock which is for internal use only. The CUSIP number for SAIC Common Stock, which is publicly traded on the NYSE under the ticker symbol SAI, is 78390X 10 1. A CUSIP number identifies all stocks and registered bonds issued by the Committee on Uniform Securities Identification Procedures.
QA2. What is the price of SAIC Class A Preferred Stock?
A. The price of Class A Preferred Stock is usually equal to the prior closing day price of SAIC Common Stock on the New York Stock Exchange (NYSE).
QA3. What was the amount of the special dividend declared prior to SAIC's Initial Public Offering date of October 13, 2006?
A. The board of directors of Science Applications International Corporation (Old SAIC) declared a special dividend of $15 per share of Old SAIC Class A Common Stock and $300 per share of Old SAIC Class B Common Stock for Old SAIC's stockholders of record as of October 12, 2006. The special dividend was paid on or about November 9, 2006.
QA4. What taxes was the special dividend subject to and how was the special dividend paid?
A. Please see the document titled Payment of the Special Dividend posted on the Stockholder Services web pages under Investor Relations on SAIC.COM. This document provides definitions of terms and a chart that describes the payment, taxation and reporting of the special dividend declared by Old SAIC to its stockholders of record as of October 12, 2006. The document covers vested and vesting stock held at BNY Mellon and stock in the SAIC retirement plan and the non-qualified plans.
QA5. Was the special dividend on fully vested stock treated as a taxable dividend for federal income tax purposes?
A. Based on E&P for the current fiscal year ending January 31, 2007, the entire amount of the dividend payment was treated as qualified dividend income (provided certain holding period requirements are satisfied) — Please consult your own tax advisor regarding the tax consequences of the special dividend payment. Additional information regarding the taxation of the special dividend payment can be found in the updated September 6, 2007, document, "Payment of the Special Dividend" and in the section titled "Material Federal Income Tax Consequences to Stockholders" in SAIC's Proxy Statement/Prospectus dated August 1, 2006 that was filed with the SEC.
QA6. How did my Equity Holdings account at BNY Mellon change as a result of the merger?
A. In November 2006, BNY Mellon sent an Investor Activity Report (IAR) to every holder of vested Class A Preferred stock. This IAR reflected the split adjusted number of shares of Class A Preferred Stock resulting from the merger, the closing price for Common Stock from the prior day, and details on how many shares were associated with each transfer restriction and when the restriction expires. For every original receipt record and acquisition detail shown in your Equity Holdings account prior to the merger, an additional receipt record and acquisition detail is now provided to reflect the additional shares. These additional acquisitions are coded "Stock Dividend/Split," with a suffix such as "SPLT" or "SSPP."
QA7. Where can I find the historical price of SAIC stock before the Initial Public Offering (IPO)?
A. You can obtain a History of SAIC Pre-IPO (Initial Public Offering) Stock Prices online under Forms & Materials in the Equity Holdings section on the MellonOne portal or through ISSAIC, the SAIC employee intranet.
QA8. How can I tell if there are restrictions on my shares of Class A Preferred Stock?
A. Stockholders may view the vested shares in their Equity Holdings account that are subject to restrictions. To view shares under restriction, access the "Review Account History" tab and then select "Restricted Shares" in the drop-down menu. Restrictions include the required one year holding period for SAIC shares purchased through the ESPP during which you cannot transfer or sell those shares and shares held as collateral for a loan.
B. BNY Mellon Stock Transfer Agent & Stock Plan Administrator
Q-B1. What services does BNY Mellon perform for SAIC?
A. As the Transfer Agent, BNY Mellon is responsible for maintaining stockholder records, recording acquisitions and dispositions of SAIC stock, effecting transfers of stock, and providing account information to our stockholders. Where possible, tax basis information is also provided.
As the Stock Plan Administrator, BNY Mellon is responsible for maintaining records of our bonus stock and option plans, facilitating grants and option exercises, and processing enrollments, purchases and terminations under SAIC's Employee Stock Purchase Plan (ESPP).
BNY Mellon does not provide traditional brokerage services for SAIC Class A Preferred stockholders. However, at SAIC's request, BNY Mellon has created a share selling program expressly for Class A Preferred stockholders. BNY Mellon Share Selling Program (24k PDF file*) is operated by BNY Mellon as a transfer agent, not a broker. The purpose of the program is solely to facilitate sales of SAIC, Inc. stock and participation in the program is different than selling shares directly through a broker. For more information on the Share selling program, see BNY Mellon Share Selling Program (24k PDF file*).
Q-B2. How do I electronically access my stock account at BNY Mellon?
A. Holders of SAIC, Inc. Class A Preferred stock should go to MellonOne Portal. Select "MellonOne" on the bottom middle section of the screen, under "Employee Stock Plan Participants". On the next screen enter your unique Access ID and Password/PIN and click the "Submit" bar on the bottom of the screen. Access your stock holdings by clicking the "Details" button in the "Equity Holdings" section. Because this screen is a portal web page combining two separate services that BNY Mellon Shareowner Services is providing to SAIC, individuals may also access information regarding their stock options and restricted (vesting) stock under the "Stock Options/Restricted Stock" section of the web page. Eligible employees also have access to the Employee Stock Purchase Plan (ESPP) application under the "Stock Purchase" portion of this screen.
Q-B3. How do I obtain an Access ID and Password/PIN to access my account information at BNY Mellon?
A. Contact BNY Mellon Shareowner Services at 866-400-SAIC in the U.S., or 201-680-6625 for international. The web site address for BNY Mellon Shareowner Services is www.bnymellon.com/shareowner/.
Q-B4. What kind of browser do I need to access the MellonOne portal?
A. The MellonOne portal supports Netscape and Internet Explorer browsers 4.0 and above on any operating system. However, per BNY Mellon's site policies, to support SSL, stock and option holders should have an Internet browser that supports state-of-the-art 128-bit "strong" encryption, such as Microsoft's Internet Explorer 5.5 and higher, or Netscape 7.2 and higher. This is the case for the MellonOne portal and the Stock Option system. The Equity Holdings and the Stock Purchase applications require Internet Explorer 5.x, or Netscape 7.x. The MellonOne portal may not be supported by other browsers such as Firefox and Mozilla.
Q-B5. What is the MellonOne Portal and what does it include?
A. The MellonOne Portal links three separate applications in one place for ease of user access: Equity Holdings, Options/Restricted Stock, and Employee Stock Purchase to enroll, make changes or discontinue participation in the ESPP, SAIC's Employee Stock Purchase Plan. Users will notice that each application has a unique look and feel.
Q-B6. Does BNY Mellon provide a summary of all my stock and/or option accounts in one place?
A. No. The MellonOne web portal provides access to a summary of your stock and your options/vesting stock in two separate applications.
- The Equity Holdings application provides information on your directly held and fully vested shares of SAIC stock. BNY Mellon will mail to you an Investor Activity Report (IAR) after a transaction which reflects changes to your Equity Holdings account. For example, changes may be the result of share issuance from the exercise of a stock option, the vesting of a restricted stock award, a purchase made pursuant to the Employee Stock Purchase Plan (ESPP).
- The Stock Option System provides a summary of any unvested and vested stock options and the unvested portion of any vesting stock bonus award under the "Grants Summary" tab. On the "Grant Summary" screen appears a "Stock Options Plans" tab where a summary of any unvested and vested options may reside, and a "Restricted Stock Plans" tab where information regarding any unvested stock award may appear.
Q-B7. Does BNY Mellon send stockholders a printed quarterly or annual Stock Summary Statement?
A. Quarterly reports are not automatically produced. However, at any time you may request a copy of an Investor Activity Report (IAR) that shows your directly held vested stock which appears under the Equity Holdings application in the MellonOne portal. In addition, an IAR is sent to all stockholders at the end of the calendar year. To request a copy by phone, call 866-400-SAIC in the U.S., or 201-680-6625 for international. To request a copy online go to BNY Mellon Shareowner Services and the Equity Holdings application.
Q-B8. What is MLink and does enrolling in MLink eliminate the receipt of hard copy statements via the U.S. mail? Will I be able to receive SAIC proxies and voting materials through MLink?
A. MLink is an electronic document delivery service available through the Equity Holdings application. Enrolling in MLink will provide an email notification to you regarding any documents (IARs and tax documents such as 1099-B form) produced only out of the Transfer Agent/Equity Holdings account on the MellonOne portal. SAIC stockholder meeting notices and proxies will not be distributed through MLink.
Q-B9. Can I have MLink send statements to my home email?
A. Yes. You can provide your home or business email address to MLink to receive electronic copies of certain communications regarding your stock and option accounts.
Q-B10. Are there regular account maintenance fees with BNY Mellon?
A. No. There are no maintenance fees charged to SAIC stockholders or optionees. BNY Mellon does charge normal and customary fees associated with stock option exercises. Information regarding transaction fees is available on the MellonOne web site and the SAIC Stock Programs web site on ISSAIC, the employee intranet.
Q-B11. Who should I contact if I have questions about my stock accounts?
A. Use the SAIC specific telephone numbers and the mailing address below to contact BNY Mellon for questions about your Class A Preferred Stock, option or restricted stock accounts, or for assistance with processing transactions. The BNY Mellon customer service representatives (CSRs) on these dedicated SAIC phone lines are trained on SAIC's stock and option programs. Please do not use the general contact numbers on the BNY Mellon Shareowner Services web site. Emails sent to BNY Mellon's e-mail address will be routed through BNY Mellon's general customer service department and may take additional time to be answered.
Telephone:
- 866-400-SAIC — In the U.S.
- 201-680-6625 — International
Regular Mail:
SAIC
c/o BNY Mellon Shareowner Services
P.O. Box 358406
Pittsburgh, PA 15252-8406
P.O. Box 358406 is expressly for SAIC stockholders. Option holders should contact Stock Programs or go online to ISSAIC, the employee intranet, for the special regular mail address for exercising options. Please note that there are other P.O. Box numbers listed in the BNY Mellon system but using them can delay the processing of your transaction or request.
Overnight Delivery:
SAIC
c/o BNY Mellon Shareowner Services
480 Washington Blvd.
Jersey City, NJ 07310
Q-B12. What are BNY Mellon's hours of operation?
A. The MellonOne web portal is available 24 hours a day, seven days a week (subject to scheduled maintenance). Telephone hours are 8 a.m. to 7 p.m. ET on any business day the market is open for trading.
Q-B13. If I acquire shares of Common Stock in the public market, will these shares be shown in my Equity Holdings account at BNY Mellon?
A. No. Your Equity Holdings account at BNY Mellon will only reflect the shares of Class A Preferred Stock that you hold. You should refer to the statement provided by your broker for information on any Common Stock that you have acquired on the public market. BNY Mellon will provide a Transaction Advice Statement for each debit and credit to a directly registered account holding Common stock.
Q-B14. Is BNY Mellon responsible for administering the SAIC Retirement Plans?
A. No. Vanguard Fiduciary Trust Company provides recordkeeping and trustee services for the SAIC Retirement Plans.
Q-B15. What is the role of SAIC Stock Programs?
A. SAIC Stock Programs primarily provides support and interface services between BNY Mellon Shareowner Services and the various SAIC corporate departments and subsidiaries that are affected by the outsourcing of stock plan administration and transfer agent activities. Stock Programs is also available to answer policy questions from employees and stockholders. You can reach SAIC Stock Programs, provide feedback, or report any problems you may encounter by email or the telephone numbers below.
Email:
Telephone:
- 800-785-7764
- 858-826-4703 with 24-hour message line
- Hours: 8 a.m. - 5 p.m. PT, Monday - Friday (excluding holidays)
C. Account Information
Q-C1. What should I do if I have not received or have misplaced my Access ID and/or Password/PIN from BNY Mellon?
A. If you have not received or have misplaced your unique Access ID and/or your Password/PIN from BNY Mellon, please contact BNY Mellon Shareowner Services at specific telephone numbers below which are expressly for SAIC. To connect to a Customer Service Representative, please disregard the requests from the automated voice which will ask you for your Access ID and PIN. If you have your Access ID and do not recall your Password/PIN number, BNY Mellon's system will prompt you with security questions which you answered when you first established your PIN number. If you want to change your Password/PIN, you can do this via the web or the IVR (Interactive Voice Response).
- 866-400-SAIC — In the U.S.
- 201-680-6625 — International
Employees who are eligible to enroll in SAIC's Employee Stock Purchase Plan (ESPP) automatically receive an Access ID and Password/PIN by mail from BNY Mellon within approximately 10 business days of joining the company or becoming eligible for the ESPP.
Q-C2. Where can I set my own Password/PIN at BNY Mellon?
A. Your password can be changed at the portal level - it cannot be changed within the Equity Holdings, Option/Restricted Stock or Stock Purchase applications. You need only one password/PIN on the MellonOne portal. Your BNY Mellon ACCESS ID cannot be changed. First time users can change the password/PIN on the IVR (Interactive Voice Response) telephone service.
Q-C3. How do I update my personal address on the BNY Mellon system?
A. Non-employee stockholders must submit a Stockholder or Optionee Change of Address Form by mail to SAIC Stock Programs at the address below. This Change of Address form must include your complete old address and your new address and must be signed by the stockholder and/or optionee. Copies, emails and faxes will not be accepted. SAIC Stock Programs transmits your new address to BNY Mellon.
Current employees must make any address change on SAIC's intranet, ISSAIC, by going to the "Employee Self-Service" or to the "My Profile: Update My Info" link. This address change will also be provided to BNY Mellon Shareowner Services to update your stock or option account at BNY Mellon. If you have a question please contact SAIC Stock Programs at 800-785-7764 or by email at programs_stock@saic.com.
Address:
SAIC Stock Programs
10260 Campus Point Drive M/S F1
San Diego, CA 92121
Telephone:
- 800-785-7764
- 858-826-4703 with 24-hour message line
- Hours: 8 a.m. - 5 p.m. PT Monday - Friday (excluding holidays)
Q-C4. How do I change the name(s) on my account(s) at BNY Mellon?
A. To change the name on your stock account as a result of marriage, divorce or adoption, fill out the Form SAIC-50 - Request for Legal Name Change on SAIC, Inc. Class A Preferred Stock (76k PDF file*). If you are seeking to change the name on a stock account by transferring it to another person or a trust, please see Q-D2 through Q-D6..
Q-C5. Which accounts can I view under my Social Security Number in my account summary (example: shares held in separate personal or trust accounts)?
A. When you log on to the MellonOne web portal and select the Equity Holdings application, you will be able to view all accounts associated with your Social Security Number. This includes separate accounts which are registered to a unique individual or entity but are registered under the stockholder's Social Security Number or tax identification number. The stockholder is able to view all accounts associated with his or her Social Security Number or tax identification number. To view the detail on any account, you click on the account. If you do cannot view all of your accounts, please contact BNY Mellon at the telephone numbers provided in Q-B11.
Q-C6. Can family members who own stock access their accounts through the MellonOne web portal?
A. Yes, provided that the SAIC stock is directly registered in the name of the family member. BNY Mellon sends a unique Access ID number and Password PIN to registered stockholders to provide them with online access to their stock account through BNY Mellon Shareowner Services. Directly registered trust and custodial accounts may also be access one online by the individual with authority to access this information.
Q-C7. If there is an account discrepancy (e.g., missing shares, incorrect transactions), should I contact SAIC or BNY Mellon?
A. You should contact BNY Mellon regarding any account discrepancies. If BNY Mellon is unable to answer your question, you will be directed to SAIC Stock Programs for additional assistance.
Q-C8. Are beneficiary forms available on the BNY Mellon site?
A. No. Beneficiary elections cannot be made for directly held stock, restricted stock or stock options. These assets are handled through individual estate planning. Beneficiary election forms are only available for SAIC retirement plans, life and AD&D (accidental death & dismemberment) insurance and deferred compensation plans.
D. Stock Transfer
Q-D1. What are the transfer restrictions on the Class A Preferred Stock?
A. SAIC, Inc.'s Certificate of Incorporation restricts the transfer of Class A Preferred Stock to anyone other than a "permitted transferee."
You may convert your Class A Preferred Stock into Common Stock and sell the shares of Common Stock in the public market. If you transfer Class A Preferred Stock to anyone other than a "permitted transferee," the shares will convert automatically into Common Stock, so that the transferees or buyers will acquire only Common Stock.
In addition, there is a minimum one-year holding period for shares of Class A Preferred Stock acquired under the ESPP during which you cannot transfer or sell those shares.
Q-D2. Who is a "permitted transferee"?
A. SAIC, Inc.'s Certificate of Incorporation sets forth the "permitted transferees" which generally include the following entities.
"Permitted transferee" means:
- (i) an immediate family member of the transferor. "Immediate family member" means a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person's home.
- (ii) a trust for the sole benefit of the transferor or an immediate family member of the transferor, and the transferor or any immediate family member of the transferor who receives shares of Class A Preferred Stock from any such trust.
- (iii) an individual retirement account that receives shares of Class A Preferred Stock, provided that (A) the transferor is an employee benefit plan sponsored by SAIC, Inc. or any of its subsidiaries, (B) the transferor is a distributee of an employee benefit plan described in subclause (A), or (C) the transferor is an individual retirement account for the benefit of a distributee described in subclause (B).
- (iv) the beneficial owner of an individual retirement account, provided that the transferor is such individual retirement account.
- (v) the estate of a deceased holder of shares, provided that such transfer was pursuant to the deceased holder's will or the laws of distribution.
- (vi) the beneficiary of an estate referred to in clause (v) above, provided that the transferor is such estate and such beneficiary is the immediate family member of the deceased or a trust for the sole benefit of such immediate family member.
Please note that charities are not defined as a "permitted transferee". Class A Preferred Stock may be converted into Common Stock and transferred to charities.
Q-D3. How do I transfer Class A Preferred Stock to someone else?
A. To the extent that there are no restrictions on the transfer of your stock, transfers of Class A Preferred Stock are transacted through BNY Mellon. You will need to obtain the appropriate SAIC Stock Transfer Form, also available under the Forms & Materials tab in the MellonOne Equity Holdings application. The Transfer Form identifies the documents and the Medallion Signature Guarantee that you will need to effect the transfer.
Q-D4. What is a Medallion Signature Guarantee and where do I get one?
A. A Medallion Signature Guarantee from a financial institution is required in order to effect a transfer of directly registered stock, such as SAIC, Inc.'s Class A Preferred Stock. A Medallion Signature Guarantee verifies the identity of the person or entity initiating the transfer. Medallion Signature Guarantees are issued by banks, brokerage firms and other financial institutions. There is typically no cost associated with a Medallion Signature Guarantee if you are a customer of the financial institution providing the guarantee. Generally speaking, credit unions and foreign banks do not issue Medallion Signature Guarantees.
Q-D5. Is there a fee for stock transfers, registration name changes or conversions to Common?
A. At this time there is no fee associated with a stock transfer, a change of registration name or a conversion of Class A Preferred Stock to Common Stock.
Q-D6. What are some of the different ways of registering ownership of SAIC stock?
A. There are a number of ways to register your SAIC stock. Here are several examples of some of the most commonly used stock registrations for your reference.
- Individual Registration: Example: John T. Smith. There is one individual listed on the account. This form of registration dictates that there is only one owner.
- Joint Tenant: Example: John T. Smith and Jane T. Doe JT TEN. There are two or more individuals listed on the account. This form of registration dictates that each listed holder is an equal owner on the account. In the event of the death of one of the listed holders, the securities in the account become the property of the surviving joint owner(s). Please note that the registration must read "and." The word "OR" may NOT appear in the registration.
- Trust: Example: John T. Smith and Jane T. Doe TR Smith Family Trust UA 4-3-66. All acting trustees are listed on the account, which also names the legal name and date of the Trust Agreement. This form of registration allows the appointed trustees to handle the assets. To register your shares under a Trust, you must have a legal Trust Agreement.
- Custodian (Minor): Example: John Doe Custodian for Jonathan Doe UTMA N.Y. This form of registration dictates that the securities are held by a custodian on behalf of a minor. The named custodian is given the legal authority to act on the account on behalf of the minor, until the minor reaches the age of majority. Normally, the social security number associated with the account is that of the minor.
- Estate: Example: John Smith Executor for the Jane Doe Estate. This form of registration allows the court appointed legal representative to act on the account, which is registered to the decedent's estate.
You may want to consult your tax, legal or financial advisor for the appropriate registration for you.
Q-D7. How do I change the registration name on shares of stock?
A. To change the registration name on shares of stock you own use the Transfer Forms below:
- Form SAIC-20 - Request for Transfer within SAIC, Inc. Class A Preferred Stock (189k PDF file*). Use this form to transfer shares of Class A Preferred Stock to a permitted transferee.
- Form SAIC-21 - Request for Conversion of Class A Preferred Stock to Common Stock, and Transfer of Ownership (109k PDF file*). Use this form to convert Class A Preferred Stock to Common Stock and transfer the shares of Common Stock to the transferee of your choice.
- Form SAIC-22 - Request for Conversion of SAIC, Inc. Class A Preferred Stock to Common Stock and Donation to Charitable Organization (215k PDF file*) Use this form to convert your Class A Preferred Stock to Common Stock and transfer the shares of Common Stock to the Charitable Organization of your choice. The Charitable Organization can either hold the shares or have them sold based upon the instructions provided by the Charitable Organization on this form
These transfer forms require a Medallion Signature Guarantee. Medallion Signature Guarantees are typically available through banks, investment houses and brokerage firms. See Q-D4 for more information.
E. Purchase or Sale of Stock
Q-E1. How can I purchase Class A Preferred Stock?
A. SAIC Class A Preferred Stock can be acquired only through certain employee benefit programs such as the Employee Stock Purchase Program (ESPP). Class A Preferred Stock is not available for purchase in the public market.
Q-E2. What types of share conversion and sale transactions are permitted?
A. Stockholders who hold shares of Class A Preferred Stock may effect the following transactions.
- Convert shares of Class A Preferred Stock to Common Stock and move them to a broker to hold or sell.
- Convert shares of Class A Preferred Stock to Common Stock and hold the shares of Common Stock in a registered form on BNY Mellon's books as Transfer Agent.
- Sell shares directly through the BNY Mellon Share Selling Program (24k PDF file*). See questions Q-E3 thru Q-E5 below.
Shares of Class A Preferred Stock acquired under the ESPP are subject to a one-year holding period during which you cannot transfer or sell those shares.
Q-E3. How can holders of Class A Preferred Stock sell their shares?
A. Holders of Class A Preferred Stock can convert their shares to Common Stock and transfer them to their own broker to sell or hold. Stockholders should allow three to five business days from the receipt of a written request by BNY Mellon to transfer shares from BNY Mellon to another broker or financial institution. See Q-E4 for more information about transferring shares of Class A Preferred Stock to a broker.
Stockholders may also sell their shares through BNY Mellon's share selling program. Holders of shares of Common Stock may also sell their shares directly through the BNY Mellon share selling program if those shares are registered in the stockholder's name at BNY Mellon. (Note that most purchases of Common Stock in the open market through a broker result in the shares being registered in the street name of the broker, not the stockholder.)
Q-E4. Can stockholders use their existing brokerage firm to hold or sell their shares?
A. Yes. Stockholders have a choice of two methods, both of which require the conversion of the shares of Class A Preferred Stock to Common Stock. Method 1 does not require a Medallion Signature Guarantee; however, it is required under Method 2. If a stockholder holds Common Stock at BNY Mellon, the conversion from Class A Preferred Stock is not necessary and may be omitted.
Method 1: Your Broker Takes Action To Obtain Your Shares From BNY Mellon
- a. Complete the Form SAIC-30 - Request for Conversion of Class A Preferred Stock to Common Stock, with No Change in Ownership (74k PDF file*) form to convert your Class A Preferred Stock to Common Stock. Upon receipt of the completed form, BNY Mellon will convert your Class A Preferred Stock to Common Stock within three to five business days. Upon conversion, you will receive a Credit Transaction Advice Statement via mail from BNY Mellon.
To identify your Common Stock account at BNY Mellon, provide your broker with your BNY Mellon Investor ID and your BNY Mellon Account Key which appear on the Credit Transaction Advice Statement. Please note that these numbers are different from your BNY Mellon Access ID and Password PIN and may be different than the Investor ID and Account Key associated with your Class A Preferred Stock. If you wish to obtain this information more quickly, you may call BNY Mellon Shareowner Services at 866-400-SAIC (7242) approximately three to five business days after your conversion form was received at BNY Mellon. You will need to provide the Account Key or Investor ID for your Class A Preferred Stock account to the customer service representative in order to obtain account information for your new Common Stock account.
Note: If you already hold Common Stock at BNY Mellon, provide your broker with your BNY Mellon Investor ID and your BNY Mellon Account Key, which appear on the Credit Transaction Advice Statement which is mailed to you upon the credit of shares to your new or existing Common Stock account.
- b. Your broker will utilize the DRS Profile System to transfer your shares from BNY Mellon to your broker.
- c. After the shares of Common Stock appear in your brokerage account, any sale transactions will be pursuant to arrangements that you make with your broker.
Method 2: You Move Your Shares From BNY Mellon To Your Broker
- a. Complete the Form SAIC-31 - Request for Conversion of Class A Preferred Stock to Common Stock, and Transfer to Broker (92k PDF file*) form which will require your broker's DTC (Depository Trust Company) number, your brokerage account number, and your signature with a Medallion Signature Guarantee. Medallion Signature Guarantees are typically available through banks, investment houses and brokerage firms. See Q-D4.
- b. Upon receipt of the completed form, BNY Mellon will convert your shares of Class A Preferred Stock to shares of Common Stock within three to five business days and then electronically transfer them directly to your broker.
- c. Please advise your broker about the actions you have taken.
- d. After the shares of Common Stock appear in your brokerage account, any sale transactions will be pursuant to arrangements that you make with your broker.
Q-E5. What is the BNY Mellon Share Selling program?
A. BNY Mellon's share selling program is operated by BNY Mellon as a transfer agent, not a broker. The purpose of the program is solely to facilitate sales of SAIC, Inc. stock and participation in the program is different than selling shares directly through a broker. In its capacity as transfer agent, BNY Mellon will accept your sale request and act as an intermediary between you and the broker who sells the shares. Limit orders, where the seller sets a price for the shares to be sold, are not available through the BNY Mellon share selling program. Stockholders who want to use limit orders in selling stock need to make such arrangements through their broker.
Selling programs are often most attractive to stockholders with small account balances who do not have their own broker. Stockholders should consider the pros and cons of selling shares through this program vs. through their own broker. For more information on this program, go to the BNY Mellon Share Selling Program (24k PDF file*).
Q-E6. Is there a fee for BNY Mellon to convert shares of Class A Preferred Stock to Common Stock or to transfer the shares of Common Stock to another broker?
A. No fee is charged by BNY Mellon to convert shares of Class A Preferred Stock to Common Stock. In addition, no fee is charged by BNY Mellon to transfer the shares of Common Stock to another broker. Stockholders are advised to inquire about any fees their own broker may charge.
Q-E7. In the case of a financial hardship, can stockholders request to sell shares acquired through the Employee Stock Purchase Plan (ESPP) before the expiration of the one year holding period associated with shares acquired through the ESPP?
A. In the event that a stockholder faces an unexpected extreme financial emergency that cannot be addressed other than by selling shares recently acquired through the ESPP, the Company will consider requests to remove the holding period associated with these shares. This approval will be on an exception basis only. Stockholders should contact SAIC Stock Programs for information regarding this policy.
Shares approved for removal of the holding period will become available for sale using whichever method you choose. See Q-E3 for more information on how to sell SAIC, Inc. Class A Preferred Stock.
Q-E8. On December 12, 2006, the Company announced that its board authorized a stock repurchase program. Is this a program through which a stockholder can offer to sell shares of Class A Preferred Stock directly to the Company?
A. No. Unlike the limited market maintained by the Company prior to the IPO, the stock repurchase program was not adopted to provide liquidity to holders of the Company's stock. Shares of Common Stock can be sold in the public market. As discussed in Q-E3, stockholders can convert their Class A Preferred Stock into Common Stock and sell the shares of Common Stock in the public market. Stock repurchase programs are often adopted by companies with publicly traded stock.
These types of programs provide companies with additional flexibility in the use of their cash. Under the Company's stock repurchase program, the Company may repurchase up to 40 million shares of the Company's common stock. Stock repurchases under this program may be made on the open market or in privately negotiated transactions with third parties. There is no obligation on the part of the Company to repurchase shares under this program. Whether repurchases are made and the timing and actual number of shares repurchased under the Company's repurchase program will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions.
F. General Tax & Cost Basis
Q-F1. Who issues W-2s to reflect ordinary income related to SAIC stock transactions?
A. SAIC continues to issue all W-2 tax forms for employee stockholders.
Q-F2. Who issues a Form 1099-B for proceeds from stock sales?
A. The proceeds from stock sales will be reported on a Form 1099-B by either BNY Mellon or your own broker, depending on the broker you used to sell your shares. For sales via the BNY Mellon Share Selling Program (24k PDF file*), a Form 1099-B will be generated by BNY Mellon during the week of January 31 of the current tax year for the previous calendar year.
Q-F3. Will I receive a Form 1099-B if shares were liquidated for the taxes on my option exercise or restricted stock award?
A. BNY Mellon Shareowner Services, the Stock Plan Administrator, does not issue an IRS Form 1099-B for shares sold to cover tax withholding on an option exercise or restricted stock award vesting event.
Q-F4. How does BNY Mellon assist me in tracking the cost basis of my shares?
A. To the extent that it is available, you can review the cost basis of shares under the MellonOne Equity Holdings application. Refer to the process described in Q-B2 to access your account. Go to the "My Portfolio" tab under Equity Holdings and click on "Review Account History", then select "Transaction History" to view the cost basis of shares in your account. Cost basis can be found under the column titled "Price". If the "Price" column is not filled, then stockholders will need to associate the historic date on a particular stock record with the SAIC Pre-IPO Stock Price History which is available under the "Forms & Materials" tab in Equity Holdings. Note also that the historic dates shown in the MellonOne system correspond to the acquisition or disposition dates found in Stock History Reports from SAIC Stock Programs dated January 31, 2006, which were mailed to stockholders in April 2006.
SAIC Stock Programs provided BNY Mellon with the available data on your account. If you see a "zero" in the "Price" field on your Transaction History in the MellonOne system, this means that the cost basis could not be automatically determined. Cost basis information, if it is available for current shareholdings, will also be shown on the Investor Activity Report (IAR) from BNY Mellon. If the basis was not derivable, an "N/A" will be displayed. The IAR shows your current holdings and any recent transactions on your fully vested and directly held stock.
Q-F5. How do I track the tax basis of my shares of Class A Preferred Stock that were issued to me as a result of the merger/stock split?
A. Stockholders are responsible for maintaining their own tax basis records. However, to the extent that tax basis was derivable when SAIC transferred stockholder data to BNY Mellon, the tax basis of shares, if known, is displayed in the detail of each Receipt Number. Share blocks are identified by "Receipts." As a result of the stock split, one new Receipt was issued for the same number of shares with the same basis as every existing Receipt. The tax basis as reflected in each Receipt has been adjusted for the split if the tax basis was known prior to the merger. For tax purposes, the acquisition date from the existing receipt should be used for the split receipt.
Q-F6. When I convert shares of my Class A Preferred Stock to Common Stock, does the tax basis and holding period for my shares of the Class A Preferred Stock carry over to the Common Stock?
A. Yes. Your tax basis and holding period of your shares of Class A Preferred Stock will carry over to the shares of Common Stock you receive upon the conversion. However, no tax basis information will accompany your new Common Stock. You are responsible for maintaining your cost basis information.
Common Stock FAQs
Have a question about SAIC's common stock? Click here to view a list of frequently asked questions.
Who is SAIC's transfer agent?
BNY Mellon Shareowner Services
480 Washington Blvd.
Jersey City, NJ 07310
877-828-SAIC (U.S.)
201-680-6624 (International)
What service does BNY Mellon perform for SAIC?
BNY Mellon Shareowner Services is SAIC's Stock Transfer Agent. BNY Mellon is responsible for maintaining stockholder records, recording acquisitions and dispositions of SAIC stock, effecting transfers of stock, and providing account information to SAIC stockholders.
What are BNY Mellon's hours of operation?
The MellonOne web portal is available 24 hours a day, seven days a week (subject to scheduled maintenance). Telephone hours are 8 a.m. to 7 p.m. ET on any business day the market is open for trading. The web address for BNY Mellon Shareowner Services is www.bnymellon.com/shareowner/.
How do stockholders transfer SAIC Common Stock to someone else?
Holders of SAIC Common Stock should contact their own broker regarding any transfers.
Can I obtain stockholder materials electronically ― including voting my proxy online?
SAIC is pleased to offer all of our stockholders the benefits and convenience of electronic delivery of stockholder materials through "E-Delivery." Click here for more information and to begin the enrollment process.
How can I find the closing price for SAIC stock?
You can find the closing stock price on the New York Stock Exchange web site at www.nyse.com.
What is the CUSIP number for SAIC Common stock?
The CUSIP number for SAIC Common stock which is publicly traded on the NYSE under the ticker symbol SAI is 78390X 10 1. A CUSIP number identifies all stocks and registered bonds issued by the Committee on Uniform Securities Identification Procedures.
Contact by Phone
To contact the SAIC Stock Transfer Agent by phone, please use the numbers below:
- (877) 828-SAIC (For Common stockholders who are not current or former employees)
- (201) 680-6624 (International)
Contact by Mail
To contact the SAIC Stock Transfer Agent by mail, please use the following address:
- SAIC
c/o BNY Mellon Shareowner Services
P.O. Box 358406
Pittsburgh, PA 15252-8406