Upcoming Reclassification of Class A Preferred Stock

13 Oct 2009

At the June 19 Annual Stockholders Meeting, SAIC stockholders approved an amendment to SAIC's restated certificate of incorporation to reclassify each share of class A preferred stock into one share of common stock. This page provides the anticipated reclassification effective date and outlines timing considerations if you're contemplating stock or option transactions before the reclassification.

Anticipated Effective Date of Stock Reclassification

The reclassification of SAIC class A preferred stock, originally targeted for October, is now scheduled for Monday, November 16. The reclassification process will occur after the necessary preparations by SAIC's transfer agent and stock plan administrator, BNY Mellon Shareowner Services, are completed. These preparations include system programming and all necessary testing.

As a reminder, there is no action you need to take as a stockholder or optionee to complete the reclassification.

BNY Mellon Shareowner Services Account Access

To meet the anticipated effective date of November 16, and minimize the interruption of stockholder account access, BNY Mellon plans to process the reclassification over a long weekend, Friday, November 13, through Monday, November 16.

During the actual reclassification process, you will not be able to access your BNY Mellon account(s) or submit transactions online, by phone, or speak to a customer service representative from about 1 p.m. ET (10 a.m. PT), Friday, November 13, until about 8 a.m. ET (5 a.m. PT) Tuesday, November 17.

Timing Considerations of Stock Transactions Before Reclassification

Directly Held Shares and Stock Options with BNY Mellon

If you are considering submitting a stock or option transaction or updating your account before the reclassification, make sure you allow enough time for transaction processing, including allowing sufficient time to remedy a failed transaction. SAIC has created a table to provide stockholders and optionees helpful tips and outline BNY Mellon's recommended deadlines.

SAIC, Inc. common stock held with your personal broker is not restricted from transacting during the reclassification implementation. Although we anticipate that you will not have access to your BNY Mellon accounts for just one business day, if it is important that you have access to your shares during this time or you will need to make a time-critical stock transaction, you may want to consider transferring your shares well in advance to a personal broker of your choice.

Shares Held in the SAIC Retirement Plan

If you participate in the SAIC Retirement Plan, the reclassification implementation is not expected to affect your ability to access your Vanguard account or exchange in or out of the SAIC Stock Funds held in the Plan. (Please note that the SAIC Preferred Stock Fund was closed to new contributions or exchanges into the fund in April 2007.) The reclassification is scheduled to occur after the close of the market on Friday, November 13. On Monday, November 16, Vanguard expects to continue to process exchanges out of the Preferred Stock Fund, in part by using the Preferred Stock Fund's cash position.

Please note that the SAIC Preferred Stock Fund will be renamed the SAIC Closed Stock Fund as of November 16, 2009. Vanguard will continue to provide participants seeking distributions in shares of SAIC stock with the historical cost basis of their holdings in the SAIC Closed Stock Fund and the SAIC Common Stock Fund.

More Information

Before the reclassification, SAIC Stock Programs and Retirement Programs will send additional information to stockholders outlining what will change and what will stay the same, providing revised transactional forms, and offering links to frequently asked questions (FAQs) as well as new functionalities available for common stockholders.

Information for current class A preferred stockholders, including forms, step-by-step instructions and FAQs on how to execute transactions using existing processes are available on the Stockholder Services web site.

For Help or Questions

• For questions regarding directly held shares, options or SAIC's Employee Stock Purchase Program (ESPP), contact the SAIC Stock Programs Department:
  • Phone: 858-826-4703 or 800-785-7764 during normal business hours
  • Email: programs_stock@saic.com
• You can also contact BNY Mellon Shareowner Services at 866-400-SAIC. BNY Mellon customer service representatives are available Monday through Friday from 8 a.m. to 7 p.m. ET.
• For questions regarding shares held in the SAIC Retirement Plan, contact Vanguard at 800-523-1188. Associates are available Monday through Friday from 8:30 a.m. to 9 p.m. ET, except New York Stock Exchange (NYSE) holidays.