Market Overview

SAIC and Engility Announce Approval of Merger by Stockholders of Both Companies


Science Applications International Corporation (NYSE:SAIC) ("SAIC") and
Engility Holdings, Inc (NYSE:EGL) ("Engility") today announced that
stockholders of each SAIC and Engility overwhelmingly approved their
respective proposals related to the proposed merger of SAIC and Engility
at their respective special meetings of stockholders earlier today.

More than 98% of the shares voting at the SAIC special meeting of
stockholders voted in favor of the proposal to issue shares of SAIC
common stock to Engility stockholders in connection with the merger, and
more than 99% of the shares voting at the Engility special meeting of
stockholders voted in favor of the proposal to approve and adopt the
merger agreement.

Upon the consummation of the merger, Engility stockholders will have the
right to receive 0.450 shares of SAIC common stock for each share of
Engility common stock, with cash paid in lieu of fractional shares.

SAIC and Engility expect the closing of the transaction to occur
promptly, subject to the satisfaction of all conditions.

About SAIC

SAIC is a premier technology integrator providing full life cycle
services and solutions in the technical, engineering, intelligence, and
enterprise information technology markets. SAIC is Redefining Ingenuity
through its deep customer and domain knowledge to enable the delivery of
systems engineering and integration offerings for large, complex
projects. SAIC's more than 15,000 employees are driven by integrity and
mission focus to serve customers in the U.S. federal government.
Headquartered in Reston, Virginia, SAIC has annual revenues of
approximately $4.5 billion. For more information, visit
For ongoing news, please visit our newsroom.

About Engility Holdings, Inc.

Engility (NYSE:EGL), a $2 billion technology leader, has thousands of
employees around the world working to make a difference. Our history of
delivering results for the defense, federal civilian, intelligence and
space industries spans more than 60 years. We provide leading-edge
solutions and services on Earth, in space and across cyber by leveraging
expertise in systems engineering & integration, high performance
computing, cybersecurity, readiness & training, enterprise modernization
and mission operations support. To learn more about us, please visit
and connect with us on Facebook,
and Twitter.

Forward-Looking Statements

Certain statements in this written communication contain or are based on
"forward-looking" information within the meaning of the Private
Securities Litigation Reform Act of 1995 that involves risks and
uncertainties concerning the proposed transaction between SAIC and
Engility, SAIC's and Engility's expected financial performance, and
SAIC's and Engility's strategic and operational plans. In some cases,
you can identify forward-looking statements by words such as "expects,"
"intends," "plans," "anticipates," "believes," "estimates," and similar
words or phrases. Forward-looking statements in this written
communication include, among others, statements regarding benefits of
the proposed acquisition (including anticipated future financial
operating performance and results), estimates of future revenues,
operating income, earnings, earnings per share, charges, backlog,
outstanding shares and cash flows, as well as statements about future
dividends, share repurchases and other capital deployment plans. These
statements reflect our belief and assumptions as to future events that
may not prove to be accurate. Actual performance and results may differ
materially from the forward-looking statements made in this written
communication depending on a variety of factors, including: the
possibility that the transaction will not close or that the closing may
be delayed; the risk that Engility will not be integrated successfully
into SAIC following the consummation of the acquisition and the risk
that revenue opportunities, cost savings, synergies and other
anticipated benefits from the merger may not be fully realized or may
take longer to realize than expected, diversion of management's
attention from normal daily operations of the business and the
challenges of managing larger and more widespread operations resulting
from the acquisition, difficulties in entering markets in which we have
previously had limited direct prior experience, the potential loss of
customers and other business partners following announcement of the
acquisition, our ability to obtain financing on anticipated terms,
compliance with new bank financial and other covenants, assumption of
the known and unknown liabilities of the acquired company, recordation
of goodwill and nonamortizable intangible assets subject to regular
impairment testing and potential impairment charges, incurrence of
amortization expenses related to certain intangible assets, assumption
that we will enjoy material future tax benefits acquired in connection
with the acquisition, developments in the U.S. government defense and
intelligence community budgets, including budget reductions,
implementation of spending cuts (sequestration) or changes in budgetary
priorities; delays in the U.S. government budget process or approval to
raise the U.S. debt ceiling; delays in the U.S. government contract
procurement process or the award of contracts; delays or loss of
contracts as result of competitor protests; changes in U.S. government
procurement rules, regulations and practices; our compliance with
various U.S. government and other government procurement rules and
regulations; governmental reviews, audits and investigations of our
company; our ability to effectively compete and win contracts with the
U.S. government and other customers; our ability to attract, train and
retain skilled employees, including our management team, and to retain
and obtain security clearances for our employees; our ability to
accurately estimate costs associated with our firm-fixed-price and other
contracts; cybersecurity, data security or other security threats,
systems failures or other disruptions of our business; resolution of
legal and other disputes with our customers and others or legal or
regulatory compliance issues, including in relation to the transaction;
the occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; our ability
to effectively deploy capital and make investments in our business; our
ability to maintain relationships with prime contractors, subcontractors
and joint venture partners; our ability to manage performance and other
risks related to customer contracts; the adequacy of our insurance
programs designed to protect us from significant product or other
liability claims; our ability to declare future dividends based on our
earnings, financial condition, capital requirements and other factors,
including compliance with applicable laws and contractual agreements;
and our ability to execute our business plan and long-term management
initiatives effectively and to overcome these and other known and
unknown risks that we face. These are only some of the factors that may
affect the forward-looking statements contained in this written
communication. You should be aware that new factors may emerge from time
to time and it is not possible for us to identify all such factors, nor
can we predict the impact of each such factor on the proposed
transaction or the combined company. For further information concerning
risks and uncertainties associated with our business, please refer to
the filings on Form 10-K, 10-Q and 8-K that we or Engility make from
time to time with the SEC, including the "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Legal Proceedings" sections of our and Engility' Annual
Report on Form 10-K which may be viewed or obtained through the Investor
Relations section of our web site at
or Engility's web site at

All information in this written communication is as of the date hereof.
SAIC and Engility expressly disclaims any duty to update any
forward-looking statement provided in this written communication to
reflect subsequent events, actual results or changes in SAIC's or
Engility's expectations. SAIC and Engility also disclaims any duty to
comment upon or correct information that may be contained in reports
published by investment analysts or others.

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