SC 13G/A 1 saicorp.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.: 8)* Name of issuer: Science Applications International Corporation Title of Class of Securities: Class A-Common Stock CUSIP Number: 808626998 Date of Event Which Requires Filing of this Statement: 12/31/2003 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) PAGE 1 OF 6 PAGES 13G CUSIP No.: 808626998 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Fiduciary Trust Company, acting in various fiduciary capacities. 23-2186884 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP Not Applicable A. B. - 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Pennsylvania (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 80,835,896 shares (includes 339,600 shares representing 20:1 conversion of 16,980 shares Class B common stock held by ESRP) 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 80,835,896 shares (includes 339,600 shares representing 20:1 conversion of 16,980 shares Class B common stock held by ESRP) PAGE 2 OF 6 PAGES 13G CUSIP No.: 808626998 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,835,896 shares (includes 339,600 shares representing 20:1 conversion of 16,980 shares Class B common stock held by ESRP) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 43.059% 12. TYPE OF REPORTING PERSON BK PAGE 3 OF 6 PAGES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13G UNDER THE SECURITIES ACT OF 1934 ------------ Item 1 (a) - Name of Issuer Science Applications International Corporation Item 1 (b) - Address of Issuer's Principal Executive Officers: 10260 Campus Point Drive San Diego, California 92121 Item 2 (a) - Name of Person Filing: This filing is made by Vanguard Fiduciary Trust Company, Trustee Item 2 (b) - Address of Principal Business Office or, if none, residence 500 Admiral Nelson Blvd., Malvern, PA 19355 Item 2 (c) - Citizenship Vanguard Fiduciary Trust Company is a trust company organized under the laws of the Commonwealth of Pennsylvania. Item 2 (d) - Title of Class of Securities Class A-Common Item 2 (e) - CUSIP Number 808626998 Item 3 - Type of Filing: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(d), check whether the person filing is a: (b) X Bank as defined in Section 3(a)(6) of the Act. PAGE 4 OF 6 PAGES Item 4 - Ownership: (a) Amount Beneficially Owned: 80,835,896 shares (b) Percent of Class: 43.059% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 80,835,896 shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 80,835,896 shares** * Each participant holding shares of Common Stock in the Plan shall instruct the Trustee how to vote the shares of Company Stock attributable to such participant's account, whether or not vested. The Trustee, itself or by proxy, shall vote shares of Common Stock attributable to such participants accounts in accordance with the instruction of such participants. If, within five business days prior to any vote of stockholders, the Trustee has not received instructions from such participants with respect to any shares of Company Stock in their accounts, the Trustee may vote such shares at such meeting in the same proportion as the shares for which the Trustee has received timely instructions, subject to applicable law. ** Shares of Common Stock in the Plan are held in various accounts, allocated by the source of contribution (employer, the predecessor to the employer or the employee) and may be disposed of by the Plan or the Trustee only in accordance with the terms of the Plan. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Subject to the terms of the Plan, participants in the Plan are entitled to receive certain distributions of assets held by the Plan. Such distributions may include proceeds from the sale of shares of Common Stock reflected in this Schedule 13G. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable PAGE 5 OF 6 PAGES Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: FEBRUARY 13, 2004 VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE BY:_________________________________________ NAME: MATTHEW KOGAN TITLE: ASSISTANT SECRETARY PAGE 6 OF 6 PAGES