10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2000 ------------------------------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ________________________ Commission file number 1-5517 SCIENTIFIC-ATLANTA, INC. (Exact name of Registrant as specified in its charter) Georgia 58-0612397 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5030 Sugarloaf Parkway Lawrenceville, Georgia 30042-5447 (Address of principal executive offices) (Zip Code) 770-236-5000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of January 26, 2001, Scientific-Atlanta, Inc. had outstanding 161,420,386 shares of common stock. PART I - FINANCIAL INFORMATION SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
Three Months Ended Six Months Ended ---------------------------------- ----------------------------------- December 29, December 31, December 29, December 31, 2000 1999 2000 1999 ---------------- --------------- --------------- ---------------- SALES $ 631,430 $ 372,721 $ 1,228,670 $ 722,040 --------- ---------- ----------- --------- COSTS AND EXPENSES Cost of sales 436,984 263,512 857,075 512,883 Sales and administrative 57,170 42,260 108,409 81,366 Research and development 38,600 29,508 73,309 57,840 Interest expense 87 - 194 286 Interest income (10,350) (4,117) (19,343) (7,750) Other (income) expense, net 1,752 (6,117) (74,679) (6,337) --------- ---------- ----------- --------- Total costs and expenses 524,243 325,046 944,965 638,288 --------- ---------- ----------- --------- EARNINGS BEFORE MINORITY INTEREST AND INCOME TAXES 107,187 47,675 283,705 83,752 MINORITY INTEREST 89 - 48 - --------- ---------- ----------- --------- EARNINGS BEFORE INCOME TAXES 107,276 47,675 283,753 83,752 PROVISION (BENEFIT) FOR INCOME TAXES Current 44,368 16,185 109,595 20,781 Deferred (7,894) (1,882) (9,927) 4,345 --------- ---------- ----------- --------- NET EARNINGS $ 70,802 $ 33,372 $ 184,085 $ 58,626 ========= ========== =========== ========= EARNINGS PER COMMON SHARE BASIC $ 0.44 $ 0.21 $ 1.15 $ 0.37 ========= ========== =========== ========= DILUTED $ 0.42 $ 0.20 $ 1.09 $ 0.36 ========= ========== =========== ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC 161,167 157,506 160,731 156,618 ========= ========== =========== ========= DILUTED 167,247 163,616 168,115 162,474 ========= ========== =========== ========= DIVIDENDS PER SHARE PAID $ 0.01 $ 0.0075 $ 0.02 $ 0.015 ========= ========== =========== =========
SEE ACCOMPANYING NOTES 2 of 11 SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
In Thousands ---------------------------------------- December 29, June 30, 2000 2000 --------------- --------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 447,560 $ 462,496 Short-term investments 130,395 60,628 Receivables, less allowance for doubtful accounts of $5,334,000 at December 29 and $4,134,000 at June 30 498,852 333,242 Inventories 234,514 209,916 Deferred income taxes 49,489 49,681 Other current assets 61,155 34,671 ---------- ---------- TOTAL CURRENT ASSETS 1,421,965 1,150,634 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT, at cost Land and improvements 20,677 20,248 Buildings and improvements 64,118 40,915 Machinery and equipment 250,520 214,295 ---------- ---------- 335,315 275,458 Less - Accumulated depreciation and amortization 114,845 96,209 ---------- ---------- 220,470 179,249 ---------- ---------- GOODWILL AND OTHER INTANGIBLE ASSETS 33,684 7,475 ---------- ---------- NON-CURRENT MARKETABLE SECURITIES 61,813 381,983 ---------- ---------- OTHER ASSETS 76,479 60,119 ---------- ---------- TOTAL ASSETS $1,814,411 $1,779,460 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 298 $ 386 Accounts payable 229,594 212,111 Accrued liabilities 144,453 149,402 Income taxes currently payable 44,667 18,264 ---------- ---------- TOTAL CURRENT LIABILITIES 419,012 380,163 ---------- ---------- LONG-TERM DEBT, less current maturities - 102 ---------- ---------- DEFERRED INCOME TAXES - 114,428 OTHER LIABILITIES 86,644 69,807 ---------- ---------- MINORITY INTEREST 5,697 - ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock, authorized 50,000,000 shares; no shares issued - - Common stock, $0.50 par value, authorized 350,000,000 shares; issued 167,057,280 shares at December 29 and 159,971,077 shares at June 30 81,029 79,986 Additional paid-in capital 455,562 339,649 Retained earnings 788,688 607,822 Accumulated other comprehensive income, net of taxes of $15,106,000 at December 29 and $135,538,000 at June 30 24,648 221,141 ---------- ---------- 1,349,927 1,248,598 Less - Treasury stock, at cost (837,118 shares at December 29 and 651,805 shares at June 30) 46,869 33,638 ---------- ---------- 1,303,058 1,214,960 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,814,411 $1,779,460 ========== ==========
SEE ACCOMPANYING NOTES 3 of 11 SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
Six Months Ended ---------------- December 29, December 31, 2000 1999 -------------- -------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (51,245) $ 58,780 ----------- ---------- INVESTING ACTIVITIES: Proceeds from the sale of investments 84,158 8,719 Purchases of property, plant, and equipment (66,831) (28,607) Investments (9,000) (13,100) Acquisition of businesses (2,529) (7,697) Proceeds from the sale of certain assets of a business unit - 3,259 Other 62 175 ----------- ---------- Net cash provided (used) by investing activities 5,860 (37,251) ----------- ---------- FINANCING ACTIVITIES: Issuance of common stock 33,858 28,437 Dividends paid (3,219) (2,356) Principal payments on long-term debt (190) (111) ----------- ---------- Net cash provided by financing activities 30,449 25,970 ----------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (14,936) 47,499 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 462,496 300,454 ----------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 447,560 $ 347,953 =========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURES Cash paid during the period for: Interest $ 164 $ 246 =========== ========== Income taxes, net $ 26,551 $ 8,977 =========== ========== Non-cash investing activities: Net assets of business acquired for subsidiary stock: Fair value of assets, including goodwill $ 30,024 $ - Liabilities assumed $ 8,086 $ -
SEE ACCOMPANYING NOTES 4 of 11 SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS) (UNAUDITED)
Three Months Ended Six Months Ended ------------------ ---------------- December 29, December 31, December 29, December 31, 2000 1999 2000 1999 -------------- -------------- ------------ ------------- NET EARNINGS $ 70,802 $ 33,372 $ 184,085 $ 58,626 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX/(1)/ Unrealized gains (losses) on marketable securities, net (80,368) 6,949 (195,847) 16,673 Retirement plans minimum liability adjustment - - (416) (828) Foreign currency translation adjustments 809 (670) (230) (907) ---------- ---------- ----------- ---------- COMPREHENSIVE INCOME (LOSS) $ (8,757) $ 39,651 $ (12,408) $ 73,564 ========== ========== =========== ==========
/(1)/Assumed 38 percent tax rate in fiscal years 2001 and 2000. SEE ACCOMPANYING NOTES 5 of 11 NOTES: (Amounts in thousands, except share data). A. The accompanying consolidated financial statements include the accounts of Scientific-Atlanta and all subsidiaries after elimination of all material intercompany accounts and transactions. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our fiscal year 2000 Annual Report on Form 10-K. The financial information presented in the accompanying statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the periods indicated. All such adjustments are of a normal recurring nature. B. Basic earnings per share were computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share were computed based on the weighted average number of outstanding common shares and potentially dilutive shares. Earnings per share for fiscal year 2000 have been restated to reflect the 2- for-1 stock split in March 2000. Basic and diluted earnings per share are as follows:
Three Months Ended December 29, 2000 Three Months Ended December 31, 1999 ------------------------------------ ------------------------------------ Net Per Share Net Per Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ Basic earnings per common share: Net earnings $ 70,802 161,167 $ 0.44 $ 33,372 157,506 $ 0.21 Diluted earnings per common share: Net earnings $ 70,802 167,247 $ 0.42 $ 33,372 163,616 $ 0.20 -------- ------- ------- -------- ------- ------- Effect of dilutive stock options $ - 6,080 $ (0.02) $ - 6,110 $ (0.01) ======== ======= ======= ======== ======= ======= Six Months Ended December 29, 2000 Six Months Ended December 31, 1999 ---------------------------------- ---------------------------------- Net Per Share Net Per Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ Basic earnings per common share: Net earnings $184,085 160,731 $ 1.15 $ 58,626 156,618 $ 0.37 Diluted earnings per common share: Net earnings $184,085 168,115 $ 1.09 $ 58,626 162,474 $ 0.36 -------- ------- ------- -------- ------- ------- Effect of dilutive stock options $ - 7,384 $ (0.06) $ - 5,856 $ (0.01) ======== ======= ======= ======== ======= =======
The following information pertains to options to purchase shares of common stock which were not included in the computation of diluted earnings per common share because the option's exercise price was greater than the average market price of the common shares and inclusion of the options in the earnings per share calculation would have been anti-dilutive: December 29, December 31, 2000 1999 ------------ ------------ Number of options outstanding 2,018 122 Weighted average exercise price $ 63.570 $ 30.226 6 of 11 C. Inventories consist of the following: December 29, June 30, 2000 2000 ------------ -------- Raw materials and work-in-process $ 182,793 $ 163,969 Finished goods 51,721 45,947 --------- --------- Total inventory $ 234,514 $ 209,916 ========= ========= D. We acquired 42,770 and 17,397 shares of our common stock during the six months ended December 29, 2000 and December 31, 1999, respectively, from the payment in stock rather than cash by employees of tax withholdings on restricted stock which vested. During the six months ended December 29, 2000, we also acquired an additional 138,188 shares of common stock from the deferral of the payment of restricted stock which vested. E. Other (income) expense of $1,752 for the quarter ended December 29, 2000 was comprised primarily of losses related to foreign currency translation and the disposition of assets. Other (income) expense for the six months ended December 29, 2000 included a gain of $78,757 from the sale of a portion of our investment in Bookham Technology plc, formerly Bookham Technology Limited, a UK-based developer and supplier of optical components. This gain was partially offset by other miscellaneous expenses. Other (income) expense for the quarter ended December 31, 1999 included a $5,780 gain from the sale of a portion of our investment in WorldGate Communications, Inc, partially offset by other miscellaneous expenses. Included in other (income) expense for the six months ended December 31, 1999 was a $1,500 gain realized upon the sale of certain assets from our former Control Systems business unit. F. During the six months ended December 29, 2000 Scientific-Atlanta invested $7,000 in Alloptic, Inc., a US-based developer of high speed fiber optic solutions for access networks. During the six months ended December 31, 1999 we invested $13,100 in Bookham Technology plc, as well as in certain assets of an optics business for a cash payment of $7,697. G. In July 2000, PowerTV, Inc., a majority-owned subsidiary of Scientific-Atlanta, acquired 100 percent of the outstanding stock of PRASARA Technologies, Inc. for shares of PowerTV common stock and $2,609 in cash. PRASARA provides business and technical solutions to the telecommunications industry, including development, installation, maintenance, and operation of interactive television technology. The acquisition was accounted for under the purchase method of accounting and, accordingly, the acquired assets and liabilities were recorded at their estimated fair value at the date of acquisition. The purchase price has been allocated to the assets acquired and liabilities assumed, including $30,024 of goodwill and other intangibles. H. During fiscal year 2000, we operated in two reportable business segments: Broadband and Satellite. The Broadband segment consists of subscriber and transmission systems, and the Satellite segment consisted of satellite network and satellite television network systems, which is now known as the Media Networks business of Scientific-Atlanta. On April 25, 2000, ViaSat, Inc. acquired our satellite network business, which constituted a substantial part of our satellite business. We retained our Media Networks business, which provides content distribution networks and is now part of our Broadband segment. We now operate only in the Broadband segment. I. We adopted the Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" in the first quarter of fiscal year 2001. Under Statement 133, as amended by Statement 138, every derivative instrument is recorded in the balance sheet as either an asset or a liability measured at its fair value. Changes in the derivative instrument's fair value must be recognized currently in earnings unless specific hedge accounting criteria are met. The adoption of this statement has not had a material impact on our results of operations or financial condition. 7 of 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION ------------------- Scientific-Atlanta had stockholders' equity of $1.3 billion and cash on hand was $447.5 million at December 29, 2000. Cash decreased $14.9 million from June 30, 2000 as increases in accounts receivable and inventory and expenditures for buildings and equipment exceeded cash generated from earnings, the sale of a portion of our investment in Bookham Technology plc and the proceeds from stock option exercises. The increase in accounts receivable is primarily due to a higher mix of customers at December 29, 2000 with payment terms in excess of our average as compared to prior periods. Inventory turns improved to 7.5 for the quarter ended December 29, 2000 from 5.7 for fiscal year 2000. In July 2000, PowerTV, Inc., a majority-owned subsidiary of Scientific- Atlanta, acquired 100 percent of the outstanding stock of PRASARA Technologies Inc. for shares of PowerTV common stock and $2.6 million in cash. PRASARA provides business and technical solutions to the telecommunications industry including development, installation, maintenance, and operation of interactive television technology. The acquisition was accounted for under the purchase method of accounting and, accordingly, the acquired assets and liabilities were recorded at their estimated fair value at the date of acquisition. The purchase price has been allocated to the assets acquired and liabilities assumed, including $30.0 million of goodwill and other tangibles. The current ratio of Scientific-Atlanta was 3.4:1 at December 29, 2000, up from 3.0:1 at June 30, 2000. At December 29, 2000, total debt was $0.3 million or less than one percent of total capital invested. We believe that funds generated from operations, existing cash balances and our available senior credit facility will be sufficient to support growth and planned expansion of manufacturing capacity. RESULTS OF OPERATIONS --------------------- Sales for the quarter ended December 29, 2000 were $631.4 million, up 69 percent over the prior year, driven by the rapid acceleration in the deployment of digital interactive systems by our customers. We shipped over 1.1 million digital interactive set-tops during the quarter as compared to 0.3 million in the prior year. Sales of transmission products increased by 10 percent with growth across most product areas, particularly opto-electronics and analog headend products which increased 61 percent and 46 percent year-over-year, respectively. International sales in the quarter ended December 29, 2000 decreased 10 percent over the prior year. The decrease in international sales was primarily the result of the sale of our satellite network business, which relied significantly on international markets, in the fourth quarter of fiscal year 2000. International sales excluding satellite networks were flat year-over- year. Sales for the six months ended December 29, 2000 were $1.2 billion, up 70 percent over the prior year, driven by the rapid acceleration in the deployment of digital interactive systems by our customers. We shipped over 2.1 million digital interactive set-tops during the six months ended December 29, 2000 versus 0.5 million in the same period a year ago. The increase in shipments year-over-year is a reflection of the strong demand for our digital set-top products and our increase in manufacturing capacity for such products. Sales of our transmission products increased by 18 percent for the six months ended December 29, 2000, driven by growth across most product areas, particularly opto-electronics and analog headend products. We recently announced plans to increase production capacity of the Explorer(R) digital interactive set-tops to 6 million per year, 1.5 million per quarter, by the end of the third fiscal quarter. During fiscal year 2000, we operated in two reportable business segments: Broadband and Satellite. The Broadband segment consists of subscriber and transmission systems, and the Satellite segment consisted of satellite network and satellite television network systems, which is now known as the Media Networks business of Scientific-Atlanta. On April 25, 2000, ViaSat, Inc. acquired our satellite network business, which constituted a substantial part of our satellite business. We retained our Media Networks business, which provides content distribution networks and is now part of our Broadband segment. We now operate only in the Broadband segment. Gross margins were 30.8 percent and 30.2 percent for the quarter and six months ended December 29, 2000, 1.5 percentage points and 1.2 percentage points, respectively, higher than the comparable periods for the prior year, reflecting the benefit of continuing negotiated procurement savings and manufacturing efficiencies. In addition, revenue from manufacturing licenses and digital headend equipment, which have a higher gross margins than Scientific-Atlanta's average, increased. 8 of 11 Research and development costs were $38.6 million and $73.3 million for the quarter and six months ended December 29, 2000, respectively, or 6 percent of sales in each period. Research development costs increased 31 percent and 27 percent respectively, over the comparable quarter and six month period of the prior year. This reflects our continued investment in research and development programs which are focused on the development of applications and enhancements to our interactive broadband networks. Scientific-Atlanta continues to invest in research and development programs to support existing products as well as future potential products for our customer base. Selling and administrative expenses were $57.2 million and $108.4 million for the quarter and six months ended December 29, 2000, respectively, an increase of 35 percent and 33 percent, respectively, over the comparable periods for the prior year. The increase in expenses is related to the high volume of sales, improved profitability, higher professional fees, increase in headcount and the increase in the amortization expense of intangible assets related to the acquisition of PRASARA. Other (income) expense of $1.8 million for the quarter ended December 29, 2000 was comprised primarily of losses related to foreign currency translation and the disposition of assets. Other (income) expense for the six months ended December 29, 2000 included a gain of $78.8 million from the sale of a portion of our investment in Bookham Technology plc. This gain was partially offset by other miscellaneous expenses. Other (income) expense for the quarter ended December 31, 1999 included a $5.8 million gain from the sale of a portion of our investment in WorldGate Communications, Inc., partially offset by other miscellaneous expenses. Included in other (income) expense for the six months ended December 31, 1999 was a $1.5 million gain realized upon the sale of certain assets from our former Control Systems business unit. Earnings before income taxes were $107.3 million and $283.8 million for the quarter and six months ended December 29, 2000, respectively, up $59.6 million or 125 percent and $200 million or 239 percent, respectively, over the comparable periods for the prior year. Significantly higher sales volumes, improved gross margins, slower operating expense growth as a percent of sales and the $78.8 million gain from the sale of a portion of our investment in Bookham were the primary factors in the year-over-year increase. Our effective income tax rate was 34.0 percent and 35.1 percent for the quarter and six months ended December 29, 2000, respectively, up from 30 percent in the comparable periods of the prior year. The increase is due to the impact on the tax rate from research and development credits which has been diminished with higher levels of pretax earnings, as well as higher taxes to be paid on the gains from the sale of investments. Net earnings for the quarter and six months ended December 29, 2000 were $70.8 million and $184.1 million, respectively, compared to $33.4 million and $58.6 million, respectively, in the comparable periods for the prior year. Higher sales volume, higher gross margins as a percent of sales, lower operating expenses as a percent of sales and a gain from the sale of a portion of our investment in Bookham were the primary factors in the year-over-year increase. *** Shipments of the WebSTAR(TM) cable modem began in January, and will continue during the quarter. Shipments are proceeding prior to final DOCSIS certification because no operational or interoperability issues were identified by the CableLabs DOCSIS testing process. With a simple software change, we were able to correct the feature discrepancy reported to us by the DOCSIS Certification Board. We submitted the WebSTAR cable modem with this software change to CableLabs in January 2001 for the next full wave of DOCSIS certification testing. We previously announced that we expected the trials of the new Kodak Picture channel service to begin during the first quarter of calendar year 2001. We now expect that such trials will begin during the second quarter of calendar year 2001. The Explorer 6000 Digital Home Communications Terminal ("DHCT") was designed to accommodate Windows CE, a second operating system being developed by Microsoft Corporation. Shipments of the Explorer 6000 DHCT are highly dependent on the availability and demand for Windows CE. In addition, although personal video recorder ("PVR") hardware was originally planned for inclusion in the Explorer 6000 DHCT, we have not included it in the Explorer 6000 DHCT due to the lack of customer interest in having such technology in the Explorer 6000 DHCT. However, we are including PVR technology in the Explorer 8000 DHCT, which is currently under development. Explorer is a registered trademark of Scientific-Atlanta, Inc. WebSTAR is a trademark of Scientific-Atlanta, Inc. 9 of 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS ------- ----------------------------------------------------------- Scientific-Atlanta enters into foreign exchange forward contracts to hedge certain firm commitments and assets denominated in currencies other than the U.S. dollar. These contracts are for periods consistent with the exposure being hedged and generally have maturities of one year or less. To qualify as a hedge, the item to be hedged must expose us to inventory pricing or asset devaluation risk and the related contract must reduce that exposure and be designated by Scientific-Atlanta as a hedge. Our foreign exchange forward contracts do not significantly subject our results of operations to risk due to exchange rate fluctuations because gains and losses on these contracts generally offset losses and gains on the exposure being hedged. We do not enter into any foreign exchange forward contracts for speculative trading purposes. If a foreign exchange forward contract did not meet the criteria for a hedge, we would recognize unrealized gains and losses as they occur. Firmly committed purchase and related derivative contracts through October 2001 are as follows: Canadian Dollar --------------------- (In thousands, except per dollar amounts) Firmly committed purchases contracts 16,850 Notional amount of forward exchange contracts 16,850 Average contract amount (Foreign currency/ United States dollar) 1.51 Scientific-Atlanta has no derivative exposure beyond October 2001. 10 of 11 PART II - OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders ------ --------------------------------------------------- The following information is furnished with respect to matters submitted to a vote of security holders through the solicitation of proxies: (a) The matters described below were submitted to a vote of security holders at the Annual Meeting of Shareholders held on November 8, 2000. (b) Election of directors: Votes For Withhold Authority ----------- ------------------ James V. Napier 133,834,530 1,559,255 David J. McLaughlin 133,849,738 1,544,047 Sam Nunn 133,679,715 1,714,070 Marion H. Antonini, David W. Dorman, James F. McDonald, William E. Kassling and Mylle Bell Mangum continue as directors. (c)(i) Approval of the amended and restated Deferred Compensation Plan for Non Employee Directors Votes For Votes Against Abstain ------------------- ------------------ ------------------ 132,656,864 1,890,164 846,756 (ii) Ratification of the selection of Arthur Andersen LLP as independent auditors for fiscal year ending June 29, 2001 Votes For Votes Against Abstain ------------------- ------------------ ------------------ 134,713,698 180,691 499,395 Item 6. Exhibits and Reports on Form 8-K. ------ (a) Exhibits. Exhibit No. Description ---------- ----------- 99 Cautionary Statements (b) No reports on Form 8-K were filed during the quarter ended December 29, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCIENTIFIC-ATLANTA, INC. ------------------------ (Registrant) Date: February 9, 2001 By: /s/ Wallace G. Haislip ---------------------- ----------------------- Wallace G. Haislip Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and duly authorized signatory of the Registrant) 11 of 11 SCIENTIFIC-ATLANTA, INC EXHIBIT INDEX Exhibit No. Description 99 Cautionary Statements