Form 10-Q, Period Ended October 1, 2004

10-Q 1 d10q.htm FORM 10-Q, PERIOD ENDED OCTOBER 1, 2004 Form 10-Q, Period Ended October 1, 2004

UNITED STATES

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 October 1, 2004

¨	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

incorporation or organization)

(I.R.S. Employer

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 ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes x No ¨

As of October 29, 2004, Scientific-Atlanta, Inc. had outstanding 153,313,670 shares of common stock.

PART I - FINANCIAL INFORMATION

SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three Months Ended
	October 1, 2004			October 3, 2003
SALES	$	452,674		$	395,636

COSTS AND EXPENSES
Cost of sales		286,875			248,378
Sales and administrative		48,761			48,037
Research and development		38,341			35,323
Restructuring		(4	)		715
Interest expense		157			235
Interest income		(5,774	)		(3,852	)
Other (income) expense, net		(165	)		901

Total costs and expenses		368,191			329,737

EARNINGS BEFORE INCOME TAXES		84,483			65,899

PROVISION FOR (BENEFIT FROM) INCOME TAXES
Current		32,707			18,373
Deferred		(4,102	)		4,856

NET EARNINGS	$	55,878		$	42,670

EARNINGS PER COMMON SHARE
BASIC	$	0.36		$	0.28

DILUTED	$	0.36		$	0.28

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC		153,431			150,961

DILUTED		155,436			153,797

DIVIDENDS PER SHARE PAID	$	0.01		$	0.01

SEE ACCOMPANYING NOTES

2 of 35

SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)


	October 1, 2004		July 2, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	268,289	$	442,182
Short-term investments		1,021,878		855,434
Receivables, less allowance for doubtful accounts of $2,880 at October 1 and $3,102 at July 2		248,307		219,172
Inventories		145,154		129,930
Income tax receivables		692		18,903
Deferred income taxes		24,730		23,657
Other current assets		18,169		18,434

TOTAL CURRENT ASSETS		1,727,219		1,707,712

PROPERTY, PLANT AND EQUIPMENT, at cost
Land and improvements		23,817		21,223
Buildings and improvements		117,715		83,713
Machinery and equipment		221,653		212,392

		363,185		317,328
Less - Accumulated depreciation and amortization		143,950		132,744

		219,235		184,584
GOODWILL		233,696		235,209

INTANGIBLE ASSETS		34,304		37,636

DEFERRED INCOME TAXES		35,552		30,867

OTHER ASSETS		78,640		73,619

TOTAL ASSETS	$	2,328,646	$	2,269,627

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	1,274	$	1,265
Accounts payable		169,413		171,589
Accrued liabilities		76,168		101,132
Deferred revenue		15,520		18,053
Income taxes currently payable		33,121		13,663

TOTAL CURRENT LIABILITIES		295,496		305,702

LONG-TERM DEBT, LESS CURRENT MATURITIES		7,427		7,698

NON-CURRENT DEFERRED REVENUE		8,425		7,885

OTHER LIABILITIES		154,128		144,985

STOCKHOLDERS’ EQUITY
Preferred stock, authorized 50,000,000 shares; no shares issued		—		—
Common stock, $0.50 par value, authorized 350,000,000 shares; issued 164,992,376 shares at October 1 and July 2		82,496		82,496
Additional paid-in capital		562,064		561,636
Retained earnings		1,354,572		1,300,691
Accumulated other comprehensive income, net of taxes of $20,305 at October 1 and $19,506 at July 2		40,983		39,516

		2,040,115		1,984,339

Less - Treasury stock, at cost (11,447,962 shares at October 1 and 11,614,954 shares at July 2)		176,945		180,982

		1,863,170		1,803,357

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,328,646	$	2,269,627

SEE ACCOMPANYING NOTES

3 of 35

SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Three Months Ended
	October 1, 2004			October 3, 2003
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	40,220		$	42,310

INVESTING ACTIVITIES:
Purchases of short-term investments		(804,368	)		(544,469	)
Proceeds from sales of short-term investments		636,126			501,184
Purchases of property, plant, and equipment		(45,751	)		(5,147	)
Proceeds from the sale of an investment in a marketable security		—			6,239
Other		81			288

Net cash used in investing activities		(213,912	)		(41,905	)

FINANCING ACTIVITIES:
Issuance of common stock from treasury		1,635			38,863
Dividends paid		(1,534	)		(1,513	)
Principal payments on debt		(302	)		(280	)

Net cash provided by (used in) financing activities		(201	)		37,070

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(173,893	)		37,475

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		442,182			332,266

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	268,289		$	369,741

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period:
Interest	$	143		$	220

Income taxes paid (refunded), net	$	(5,602	)	$	11,023

SEE ACCOMPANYING NOTES

4 of 35

SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

(UNAUDITED)


	Three Months Ended
	October 1, 2004		October 3, 2003
NET EARNINGS	$	55,878	$	42,670

OTHER COMPREHENSIVE INCOME, NET OF TAX ⁽¹⁾

Net foreign currency translation adjustments		991		3,882

Net unrealized holding gains on short-term investments		204		561

Net unrealized holding gains (losses) on available-for-sale marketable securities, net of reclassification adjustments of $0 and $876 in fiscal years 2005 and 2004, respectively		4		(300	)

Net change in fair value of derivatives		268		(111	)

COMPREHENSIVE INCOME	$	57,345	$	46,702

⁽¹⁾	Assumed 35 and 38 percent tax rate in fiscal years 2005 and 2004, respectively.

SEE ACCOMPANYING NOTES

5 of 35

NOTES:

(Amounts in thousands, except share and per share data)

The accompanying condensed consolidated financial statements include the accounts of Scientific-Atlanta, Inc. (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 accounting principles generally accepted in the United States 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 2004 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.

During fiscal year 2004, we identified certain cash equivalents and short-term investments which were misclassified. We have reclassified $8,111 from Short-term investments to Cash and cash equivalents at October 3, 2003 and $27,514 from Cash and cash equivalents to Short-term investments at June 27, 2003. The Consolidated Statements of Cash Flows for the three months ended October 3, 2003 has been restated to reflect these adjustments.

Scientific-Atlanta’s fiscal year ends on the Friday closest to June 30 of each year. Fiscal year 2005, which ends on July 1, 2005, will include fifty-two weeks. The first quarter of fiscal year 2005 included thirteen weeks while the first quarter of fiscal year 2004 included fourteen weeks.

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.

Basic and diluted earnings per share are computed as follows:


	In Thousands
Three Months Ended October 1, 2004	Net Earnings		Shares	Per Share Amount
Basic earnings per common share	$	55,878	153,431	$	0.36

Effect of dilutive stock options		—	2,005		—

Diluted earnings per common share	$	55,878	155,436	$	0.36


	In Thousands
Three Months Ended October 3, 2003	Net Earnings		Shares	Per Share Amount
Basic earnings per common share	$	42,670	150,961	$	0.28

Effect of dilutive stock options		—	2,836		—

Diluted earnings per common share	$	42,670	153,797	$	0.28

6 of 35

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:


	October 1, 2004		October 3, 2003
Number of options outstanding		11,944,228		8,838,318
Weighted average exercise price	$	47.26	$	53.08

We have elected to account for option plans under Accounting Principles Board (APB) Opinion No. 25 “Accounting for Stock Issued to Employees”, which generally requires compensation costs for fixed awards to be recognized only when the option price differs from the market price at the grant date. Statement of Financial Accounting Standards (SFAS) No. 123 “Accounting for Stock-Based Compensation” and No. 148 “Accounting for Stock-Based Compensation-Transition and Disclosure” allow a company to follow APB Opinion No. 25 with the following additional disclosure that shows what our net earnings and earnings per share would have been using the fair value compensation model under SFAS No. 123:


	Three Months Ended
	October 1, 2004		October 3, 2003
Net earnings as reported	$	55,878	$	42,670
Deduct: Pro forma compensation expense, net of tax		7,827		11,477

Pro forma net earnings	$	48,051	$	31,193

Earnings per share:
Basic
As reported	$	0.36	$	0.28

Pro forma	$	0.31	$	0.21

Diluted
As reported	$	0.36	$	0.28

Pro forma	$	0.31	$	0.20

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model which resulted in a weighted average fair value of $16.98 and $20.40 per option for grants in the first quarter of fiscal years 2005 and 2004, respectively. The following weighted-average assumptions were used in the pricing model for grants in the first quarter of fiscal years 2005 and 2004:


	Three Months Ended
	October 1, 2004			October 3, 2003
Risk free interest rate		3.65	%		4.33	%
Expected term		5 years			5 years
Volatility		74	%		79	%
Expected annual dividends	$	0.04		$	0.04

7 of 35

D.	Inventories consist of the following:


	October 1, 2004		July 2, 2004
Raw materials and work-in-process	$	106,005	$	99,872
Finished goods		39,149		30,058

Total inventory	$	145,154	$	129,930

E.	Other (income) expense of $(165) for the quarter ended October 1, 2004 included gains from the increase in the cash surrender value of life insurance, partnership income, foreign exchange losses and various other items, none of which was individually significant.

Other (income) expense of $901 in the quarter ended October 3, 2003 included charges of $1,831 from the other-than-temporary decline in investments in privately-held companies and other miscellaneous charges, which more than offset a gain of $1,907 on the sale of a marketable security.

F.	We have a defined benefit pension plan covering substantially all of our domestic employees. Pension expense for this plan consists of the following:


	Three Months Ended
	October 1, 2004			October 3, 2003
Service cost	$	1,914		$	1,757
Interest cost		1,379			1,397
Expected return on plan assets		(1,691	)		(1,627	)
Amortization of transition net asset		(12	)		(12	)
Amortization of prior service cost		7			7
Amortization of net actuarial loss		46			—

Pension expense	$	1,643		$	1,522

During the first quarter of fiscal year 2005, we made a contribution of $3,594 to the defined benefit pension plan. We believe no additional contributions will be made to the defined benefit pension plan in fiscal year 2005.

We also have unfunded defined benefit retirement plans for certain key officers and non-employee directors. Pension expense for these plans consists of the following:


	Three Months Ended
	October 1, 2004		October 3, 2003
Service cost	$	341	$	379
Interest cost		532		566
Amortization of prior service cost		47		47
Amortization of net actuarial loss		428		243

Pension expense	$	1,348	$	1,235

8 of 35

In addition to providing pension benefits, we have contributory plans that provide certain health care and life insurance benefits to retired employees. The components of postretirement benefit expense consist of the following:


	Three Months Ended
	October 1, 2004		October 3, 2003
Service cost	$	13	$	12
Interest cost		169		183
Amortization of prior service cost		11		11
Amortization of net actuarial loss		65		51

Postretirement expense	$	258	$	257

In August 2002, we announced a restructuring of our worldwide operations to align our costs with reduced sales levels. The restructuring included a reduction of our workforce by 400 positions, or approximately 6 percent of our total workforce, and was substantially completed by December 27, 2002. The positions eliminated were from manufacturing, engineering, marketing, sales, service and administrative functions. The restructuring also included the consolidation of certain office and manufacturing facilities. In addition, during the third quarter of fiscal year 2003, we reduced our workforce by approximately 120 positions, primarily in sales and other functions within the transmission sector, and reduced our workforce by an additional 30 positions in the fourth quarter of fiscal year 2003.

During the quarter ended October 1, 2004, severance costs of $20 were paid under the restructuring plan.

The following reconciles the beginning restructuring liability at July 2, 2004, which consisted of an accrual for contractual obligations under a canceled lease, to the restructuring liability at October 1, 2004:


	Contractual Obligations Under a Canceled Lease			Severance			Total
Balance at July 2, 2004	$	1,324		$	—		$	1,324
Restructuring provision		—			20			20
Charges to the reserve		(363	)		(20	)		(383	)
Adjustments		(24	)		—			(24	)

Balance at October 1, 2004	$	937		$	—		$	937

Since the initiation of these restructurings, we have incurred expenses of $5,898 from the write-off of fixed assets, $6,528 from contractual obligations under canceled leases, $27,516 from severance and $6,989 from other miscellaneous costs.

H.	The following is a summary of depreciation and amortization expense:


	Three Months Ended
	October 1, 2004		October 3, 2003
Depreciation expense	$	11,606	$	11,275
Amortization expense:
Intangible assets		3,849		3,758
Capitalized software		2,295		2,232
Premiums on short-term investments		2,275		2,010

Total	$	20,025	$	19,275

I.	We offer warranties of various lengths to our customers depending on the specific product and the terms of the agreements with the customer. Our standard warranties require us to repair or replace defective product returned to us during the

9 of 35

warranty period at no cost to the customer. We record an estimate for warranty-related costs based on our actual historical failure rates and repair costs at the time of sale. We repair products in our manufacturing facilities and also outsource warranty repairs. Historical failure rates and repair costs are reviewed and the estimated warranty liability is adjusted, if required, quarterly. In addition, for certain purchased products, such as cable modems and hard drives, included in our set-tops, we provide the same warranty coverage to our customers as the supplier of the products provides to us. Expenses related to unusual product warranty problems and product defects are recorded in the period the problem is identified.

We offer extended warranties on certain products. Revenue from these extended warranty agreements is deferred at the time of the sale and recognized in future periods according to the terms of the warranty agreement. The warranty liability at October 1, 2004 consisted of $14,373 in Accrued liabilities and $23,511 in Other liabilities in the Consolidated Statements of Financial Position.

The following reconciles the beginning warranty liability at July 2, 2004 to the warranty liability at October 1, 2004:


Accrued warranty at July 2, 2004	$	36,233
Reductions for payments		(4,641	)
Additions for warranties issued during the period		5,503
Other adjustments		789

Accrued warranty at October 1, 2004	$	37,884

U.S. income taxes, net of applicable credits, have been provided on the undistributed earnings of foreign subsidiaries, except in those instances where the earnings are expected to be indefinitely reinvested. Scientific-Atlanta currently intends to indefinitely reinvest approximately $37,000 of undistributed earnings of a foreign subsidiary; however, this amount may be adjusted based on changes in business, economic or other conditions. At October 1, 2004, approximately $10,000 of such undistributed earnings had been indefinitely reinvested.

We perform annual goodwill impairment tests to identify potential impairment by comparing the fair value of the reporting unit with its net book value, including goodwill. We test for impairment at the operating segment level (subscriber and transmission). Estimates of fair value are determined using discounted cash flows and market comparisons. We perform internal valuation analyses and consider other market information that is publicly available. These analyses use significant estimates and assumptions, including projected future cash flows (including timing), discount rates reflecting the risk inherent in future cash flows, determination of appropriate comparables and the determination of whether a premium or discount should be applied to comparables. These estimates and assumptions are reviewed and updated annually based on actual results and future projections. Changes in these estimates and assumptions may result in a determination that goodwill is impaired and could have a significant impact on our operating results.

In addition to our annual impairment test, Scientific-Atlanta continually evaluates whether events and circumstances have occurred that indicate that the remaining balance of goodwill may not be recoverable. The results of our assessments did not result in any determination of an impairment of goodwill during the first quarter of fiscal year 2005.

We operate in one reportable segment, the Broadband segment, which consists of our subscriber and transmission operating segments. We have combined these operating segments into a single reportable segment under the aggregation criteria of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, and if the segments are similar in 1) the nature of products and services; 2) the nature of production processes; 3) the type or class of customer for their products and services; 4) the methods used to distribute their products or provide their services; and 5) the nature of the regulatory environment. We believe our subscriber and transmission operating segments meet all of these criteria and that aggregation is consistent with the objective and basic principles of SFAS No. 131.

M.	The following disclosure related to contingencies was included in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2004 and continues to be relevant.

Adelphia Communications Corporation (Adelphia), a customer of Scientific-Atlanta, filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in June 2002. In the third quarter of fiscal year 2002, during the 90 days prior to such filing by Adelphia, we received payments from Adelphia for goods sold and delivered of approximately $67,000, and we are unable to predict the portion, if any, of this amount which might be the subject of avoidance claims by the Chapter 11 estate of Adelphia in connection with its bankruptcy proceeding. During fiscal year 2004, we entered into a tolling agreement for any potential claims by the Adelphia estate where the statute of limitation has not yet run.

10 of 35

In September 2002, Communications Dynamics, Inc. (Communications Dynamics), parent of TVC Communications (TVC), a distributor of our products in Latin America, also filed for bankruptcy. During the 90 days prior to the bankruptcy filing, we received payments from TVC for goods sold and delivered of approximately $2,000, a portion of which might be the subject of avoidance claims by the Chapter 11 estate of Communications Dynamics in connection with its bankruptcy proceeding. We believe we have provided appropriate reserves for such avoidance claims.

The Financial Accounting Standards Board (FASB) recently issued FASB Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP No. 106-2 provides guidance related to the accounting for and disclosure of, including the deferral of recognition of, a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP No. 106-2 is effective for interim or annual financial statements of fiscal years beginning after June 15, 2004. We have elected to defer the recognition of the impact of the new Medicare provisions under a provision of FSP No. 106-2 until fiscal year 2006. The effect of the subsidy is to reduce the plan’s accumulated postretirement benefit obligation by approximately $1,132 and the net periodic postretirement benefit cost by approximately $148 for fiscal year 2005.

In October 2004, the FASB concluded that Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment,” which would require all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. Scientific-Atlanta will adopt SFAS No. 123R in fiscal year 2006.

On October 4, 2004, President George W. Bush signed the “Working Families Tax Relief Act of 2004”, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. If this change in the law had occurred on or before October 1, 2004, we would have reduced our tax provision in the first quarter of fiscal year 2005 by approximately $1,000, or 1.2 percentage points. We believe that our effective tax rate will be approximately 34 percent of pre-tax earnings for fiscal year 2005 with the reinstatement of the research tax credit.

On October 22, 2004, President Bush signed the “American Jobs Creation Act of 2004” (the Act) which has various tax implications to Scientific-Atlanta, including the repeal of the extraterritorial income exclusion. We are currently assessing the impact of the various provisions of the Act on our effective tax rate.

11 of 35

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Sales for the three months ended October 1, 2004 were $452.7 million, an increase of 14 percent over the comparable period of the prior year. The year-over-year increase was driven by higher sales volume of Explorer^® digital set-tops, including certain models which provide digital video recording and / or high-definition functionality. Gross margins of 36.6 percent were 0.6 percentage points lower than the prior year. Operating expenses increased $3.0 million due primarily to incremental hiring of engineers related to new set-top designs. The increase in research and development expense was offset in part by lower restructuring costs in the first quarter of fiscal year 2005 as compared to the prior year. Net earnings for the three months ended October 1, 2004 of $55.9 million were $13.2 million higher than the prior year driven primarily by the higher sales volume in the first quarter of fiscal year 2005 as compared to the prior year.

FINANCIAL CONDITION AND LIQUIDITY

Scientific-Atlanta had stockholders’ equity of $1.9 billion and cash on hand was $268.3 million at October 1, 2004. Cash provided by operating activities for the quarter ended October 1, 2004 of $40.2 million included net earnings of $55.9 million and an increase of $19.5 million in income taxes payable. During the quarter, we received $22.7 million of income tax refunds and related interest from a federal income tax settlement for certain fiscal years prior to 2003. These receipts were offset by increases in accounts receivable and inventory of $29.1 million and $15.2 million, respectively, and a reduction in accrued liabilities of $25.0 million. The increase in accounts receivable relates primarily to the timing of shipments in the first quarter of fiscal year 2005 as compared to the preceding quarter. The increase in inventory relates to the building of set-tops for international markets. Accrued expenses decreased primarily due to the payment of fiscal year 2004 incentives on performance-based plans.

During the quarter ended October 1, 2004, we increased our short-term investments by $166.4 million and acquired property, plant and equipment for $45.8 million, including a cash payment of $36.0 million for the purchase of buildings we had previously leased at our office site in Gwinnett County, Georgia.

The current ratio of Scientific-Atlanta was 5.8:1 at October 1, 2004, up from 5.6:1 at July 2, 2004. At October 1, 2004, we had debt of $8.7 million, primarily mortgages on facilities we assumed in connection with the acquisition of BarcoNet NV during fiscal year 2002. We believe that funds generated from operations, existing cash balances and our available senior credit facility will be sufficient to support operations.

RESULTS OF OPERATIONS

Sales for the quarter ended October 1, 2004 were $452.7 million, up $57.0 million or 14 percent over the prior year. International sales for the first quarter of fiscal year 2005 were $98.1 million, up 21 percent over the prior year. Year-over-year international sales were up in all regions except the Asia / Pacific region.

Sales of subscriber products increased 21 percent from last year’s first quarter to $333.2 million. In the first quarter of fiscal year 2005, we sold 1.0 million Explorer digital set-tops and 416 thousand WebSTAR^™ cable modems. Sales of transmission products were $119.5 million in the first quarter of fiscal year 2005, flat as compared to the prior year.

During the quarter ended October 1, 2004, we sold 397 thousand set-tops with digital video recording capability (DVRs), including 248 thousand units of our standard-definition model and 149 thousand units of our high-definition DVR model. We also sold 92 thousand high-definition set-tops without DVR capability. Together with the high-definition DVRs mentioned previously, we sold 241 thousand high-definition set-tops in the quarter, four times the number sold in last year’s first quarter.

Scientific-Atlanta’s “overlay” solution was launched by Time Warner Cable in Houston and several smaller cities. This launch demonstrates the ability to introduce Explorer set-tops into systems, both large and small, that previously had not been using our set-top products. Through the end of the first quarter, we had shipped more than 46 thousand Explorer 8000 set-tops into overlay systems.

Scientific-Atlanta’s new set-top for the Japanese market reached full product acceptance from one customer, but the product has not yet been accepted by a second, larger customer. As a result, we were able to recognize revenue for approximately 10 thousand of these set-tops during this quarter. We have a plan to complete acceptance with our other customer in the second quarter of fiscal year 2005.

12 of 35

Gross margin in the first quarter was 36.6 percent of sales, a decrease of 0.6 percentage points from last year. Lower selling prices in the quarter ended October 1, 2004 as compared to last year were partially offset by cost reductions and insurance proceeds related to a fire at a vendor’s production facility in fiscal year 2004. The selling prices of digital set-top models declined on average by approximately 10 percent in the first quarter of fiscal year 2005 as compared to the first quarter of fiscal year 2004. Although the price of individual models of digital set-tops may decline in the future, the average selling price of digital set-tops will vary based on the mix of models sold during the period. We continue to focus on cost reductions through product design, procurement and manufacturing.

Research and development expenses for the quarter ended October 1, 2004 were $38.3 million, up $3.0 million over the prior year. The primary driver of the year-to-year increase was incremental hiring related to new set-top designs, including DVR product designs for both Europe and Asia/Pacific. This increase was partially offset by higher capitalization of software development costs in the first quarter of fiscal year 2005 as compared to the prior year. Research and development efforts continue to focus on advanced models of digital set-tops, network software enhancements and upgrades, data products, satellite products and transmission products.

Sales and administrative expenses of $48.8 million in the quarter ended October 1, 2004 increased $0.7 million over the prior year.

Interest income of $5.8 million in the first quarter of fiscal year 2005 was $1.9 million higher than the prior year. The year-over-year increase was due primarily to higher average cash and short-term investment balances in the first quarter of fiscal year 2005 as compared to the prior year.

Other (income) expense of $(0.2) million for the quarter ended October 1, 2004 included gains from the increase in the cash surrender value of life insurance, partnership income, foreign exchange losses and various other items, none of which was individually significant.

Other (income) expense of $0.9 million in the quarter ended October 3, 2003 included charges of $1.8 million from the other-than-temporary decline in investments in privately-held companies and other miscellaneous charges, which more than offset a $1.9 million gain on the sale of a marketable security.

Earnings before income taxes were $84.5 million in the quarter ended October 1, 2004, up $18.6 million from the prior year. The year-over-year improvement was due to higher sales volume in the first quarter of fiscal year 2005 as compared to the prior year.

The effective tax rate for the first quarter of fiscal year 2005 was 33.9 percent of pre-tax earnings, down from 35.2 percent in the prior year. The decrease in the effective tax rate was due to revisions to the estimates of foreign net operating loss carryforwards; the utilization of foreign net operating loss carryforwards, for which we had previously recorded deferred tax valuation allowances; and additional refunds of income tax and related interest from the IRS. These reductions were partially offset by the absence of the research tax credit, which expired in June 2004, in the tax provision for the first quarter of fiscal year 2005.

On October 4, 2004, President George W. Bush signed the “Working Families Tax Relief Act of 2004”, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. If this change in the law had occurred on or before October 1, 2004, we would have reduced our tax provision in the first quarter of fiscal year 2005 by approximately $1.0 million, or 1.2 percentage points. We believe that our effective tax rate will be approximately 34 percent of pre-tax earnings for fiscal year 2005 with the reinstatement of the research tax credit.

U.S. income taxes, net of applicable credits, have been provided on the undistributed earnings of foreign subsidiaries, except in those instances where the earnings are expected to be indefinitely reinvested. Scientific-Atlanta currently intends to indefinitely reinvest approximately $37.0 million of undistributed earnings of a foreign subsidiary; however, this amount may be adjusted based on changes in business, economic or other conditions. At October 1, 2004, approximately $10.0 million of such undistributed earnings had been indefinitely reinvested.

13 of 35

Critical Accounting Policies

Note 1 to the Consolidated Financial Statements in Form 10-K for fiscal year 2004 includes a summary of the significant accounting policies or methods used in the preparation of our consolidated financial statements. Some of those significant accounting policies or methods require us to make estimates and assumptions that affect the amounts reported by us. We believe the following items require the most significant judgments and often involve complex estimates.

General

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant estimates and assumptions relate to revenue recognition, the adequacy of receivable, inventory and tax reserves, deferred tax allowances, asset impairments and accrued liabilities and other liabilities, principally relating to warranty provisions and the pension benefit liability.

Revenue Recognition

Our principal sources of revenues are from sales of digital interactive subscriber systems, broadband transmission networks and content distribution networks. We recognize revenue when (1) there is persuasive evidence of an agreement with the customer, (2) product is shipped and title has passed, (3) the amount due from the customer is fixed and determinable, (4) collectibility is reasonably assured, and (5) we have no significant future performance obligation. At the time of the transaction, we assess whether the amount due from the customer is fixed and determinable and collection of the resulting receivable is reasonably assured. We assess whether the amount due from the customer is fixed and determinable based on the terms of the agreement with the customer, including, but not limited to, the payment terms associated with the transaction. We assess collection based on a number of factors, including past transaction history with the customer and credit-worthiness of the customer. If we determine that collection of an amount due is not reasonably assured, we defer recognition of revenue until collection becomes reasonably assured.

The standard terms and conditions under which we ship allow a customer the right to return product for refund only if the product does not conform to product specifications; the non-conforming product is identified by the customer; and the customer rejects the non-conforming product and notifies us within ten days of receipt. If an agreement contains a non-standard right of return, we defer recognizing revenue until the conditions of the agreement are met. From time to time, our agreements include acceptance clauses. If an agreement includes an acceptance clause, revenue is deferred until acceptance is deemed to have occurred.

Certain agreements also include multiple deliverables or elements for products and/or services. We recognize revenue from these agreements based on the relative fair value of the products and services. The determination of the fair value of the elements, which is based on a variety of factors, including the amount we charge other customers for the products or services, price lists or other relevant information, requires judgment by management. If an undelivered element is essential to the functionality of the delivered element or required under the terms of the contract to be delivered concurrently, we defer the revenue on the delivered element until that undelivered element is delivered.

We adopted EITF No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” for agreements entered into in the first quarter of fiscal year 2004. Agreements with multiple deliverables are reviewed and the deliverables are separated into units of accounting under the provisions of EITF No. 00-21. The total consideration received is allocated over the relative fair value of the units of accounting. As indicated above, the determination of fair value requires judgment by management. Revenue is recognized as the elements are delivered, assuming all the other conditions for recognition of revenue discussed in the preceding paragraphs have been met.

14 of 35

For certain products where software is more than an incidental component of the hardware, we recognize software license revenue under SOP No. 97-2, “Software Revenue Recognition,” as amended by SOP No. 98-9, “Software Revenue Recognition, with Respect to Certain Transactions.” Software revenue recognition rules are very complex. Although we follow very specific and detailed guidelines in measuring revenue, the application of those guidelines requires judgment, including whether the software is more than an incidental component of the hardware and whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence of fair value exists for any undelivered elements.

Inventory Reserves

We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements for the next twelve months. In addition, our industry is characterized by rapid technological change, frequent introductions of new products and rapid product obsolescence that could result in an increase in the amount of obsolete inventory on hand. Recently, the rate at which we introduce new products has accelerated, which also may result in an increase in the amount of obsolete inventory on hand. Any significant, unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and operating results.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. If we are unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against our deferred tax assets, resulting in an increase in the effective tax rate and an adverse impact on operating results.

Management judgments and estimates are made in connection with establishing valuation allowances on deferred tax assets, estimated tax payments and tax reserves. Changes in these estimates could have a significant impact on our operating results.

Goodwill Impairment

Segments

Warranty Costs

We offer warranties of various lengths to our customers depending on the specific product and the terms of the agreements with the customer. Our standard warranties require us to repair or replace defective product returned to us during the warranty period at no cost to the customer. We record an estimate for warranty-related costs based on our actual historical failure rates and repair costs at the time of sale. We repair products in our manufacturing facilities and also outsource warranty

15 of 35

repairs. Historical failure rates and repair costs are reviewed and the estimated warranty liability is adjusted, if required, quarterly. Expenses related to unusual product warranty problems and product defects are recorded in the period the problem is identified. A significant increase in product failure rates, in the costs to repair our products or in the amount of warranty repairs outsourced could have a significant impact on our operating results. For certain purchased products, such as cable modems and hard drives, included in our set-tops, we provide the same warranty coverage to our customers as the supplier of the products provides to us. Failure of the supplier to honor its warranty commitment to us could also have a significant impact on our operating results. The warranty liability was $37.9 million and $36.2 million at October 1, 2004 and July 2, 2004, respectively.

Pension Assumptions

The pension benefit liability and the related effects on our operating results are calculated using actuarial models. We use March 31 as a measurement date for all actuarial calculations of asset and liability values and significant actuarial assumptions. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and/or liability measurement. We re-evaluate these assumptions annually. Other assumptions involve demographic factors such as retirement, mortality, rate of compensation increase and turnover. These assumptions are also re-evaluated annually and are updated to reflect our experience. The discount rate is required to represent the market rate for high-quality fixed income investments. To determine the expected long-term rate of return on pension plan assets, we consider the historical and expected returns on the plan assets, as well as the current and expected allocation of the plan assets.

At March 31, 2004, we reduced the discount rate used to calculate the pension benefit liability and expense from 6.50 percent to 6.00 to reflect the lower market interest conditions. This change in our assumptions increased our pension expense by approximately $0.3 million in fiscal year 2005 over the preceding year. The expected long-term rate of return on pension assets was 8.00 percent, unchanged from the preceding year.

Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The actual results could have a significant impact on our operating results.

Allowance for Doubtful Accounts

Management judgments and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms. Significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness, as in the case of the bankruptcy of Adelphia, or weakening in economic trends could have a significant impact on the collectibility of receivables and our operating results. Generally, we do not require collateral or other security to support accounts receivable.

Non-Current Marketable Securities

Non-current marketable securities consist of investments in common stock, primarily stock of technology companies, and warrants of publicly traded companies and are stated at market value. We have market risks associated with the volatility in the value of our non-current marketable securities. All investments in common stock are classified as “available-for-sale” under the provisions of SFAS No. 115, and thus, changes in the fair value of these securities are not included in our Consolidated Statements of Earnings until realized. Unrealized holding gains and losses are included, net of taxes, in Accumulated other comprehensive income. Realized gains and losses and declines in value judged to be other-than-temporary are included in Other (income) expense. We periodically evaluate the carrying value of our investments in common stock to determine if declines in fair value are other-than-temporary. This evaluation requires judgment and is based on several factors, including the market price of the security generally over the preceding six months, analysts’ reports on the security, the performance of the stock market index of the security and the overall economic environment. Unrealized gains and losses on warrants are included in Other (income) expense.

Investments in Privately-Held Companies

Investments in privately-held companies consist primarily of securities of emerging technology companies for which readily determinable fair values are not available. These investments are carried at cost and are evaluated periodically to determine if declines in fair value are other-than-temporary. This evaluation requires judgment and is based on several factors, including recent private offerings by the company, the performance of the stock market index of similar publicly traded securities and the overall economic environment. Declines in value judged to be other-than-temporary are included in Other (income) expense. Investments in privately-held companies of $6.5 million were included in Other assets in the Consolidated Statements of Financial Position at October 1, 2004 and July 2, 2004.

16 of 35

Stock-Based Compensation

We have adopted the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation,” but elected to continue to account for stock-based compensation using the intrinsic method prescribed in APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of our stock at the date of grant over the amount an employee must pay to acquire the stock.

Pro forma stock-based compensation expense, net of tax, was $7.8 million and $11.5 million for the first quarter of fiscal years 2005 and 2004, respectively. These amounts are significant and fluctuate significantly due to the relatively high volatility of our stock price. In addition, the amount of stock-compensation expense is impacted by our amortization of the compensation expense over a relatively short vesting period of three years and the number of options granted.

New Accounting Pronouncements

During fiscal year 2004, the FASB issued FSP No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP No. 106-2 provides guidance related to the accounting for and disclosure of, including the deferral of recognition of, a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP No. 106-2 is effective for interim or annual financial statements of fiscal years beginning after June 15, 2004. We have elected to defer the recognition of the impact of the new Medicare provisions under a provision of FSP No. 106-2 until fiscal year 2006. The effect of the subsidy is to reduce the plan’s accumulated postretirement benefit obligation by approximately $1.1 million and the net periodic postretirement benefit cost by approximately $0.1 million for fiscal year 2005.

In October 2004, the FASB concluded that SFAS No. 123R, “Share-Based Payment,” which would require all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. Scientific-Atlanta will adopt SFAS No. 123R in fiscal year 2006.

Off-Balance Sheet Financing Arrangements

In July 1997, we entered into a long-term operating lease arrangement, which provided $36.0 million to finance the construction of the initial phase of our consolidated office site in Gwinnett County, Georgia. The initial occupancy term was seven years and expired in July 2004. Lease payments were equal to the interest on the $36.0 million financed at a fixed rate of 6.51 percent per annum. We purchased the buildings financed under this long-term operating lease arrangement for $36.0 million at the expiration of the lease in July 2004.

The lease qualified as an operating lease under SFAS No. 13, “Accounting for Leases,” as amended. The lessor was a non-bank, general-purpose corporation owned by a financial institution that has engaged in many types of transactions with parties other than Scientific-Atlanta and activities other than lease transactions. Scientific-Atlanta had no ownership interest in the lessor or the financial institution. We evaluated the provisions of Interpretation No. 46, “Consolidation of Variable Interest Entities,” and concluded that these provisions did not apply to this arrangement. Accordingly, the assets, liabilities, results of operations and cash flows of the lessor have not been included in the consolidated financial statements of Scientific-Atlanta.

After the completion of the initial phase of our consolidated office site, all facility expansions were financed with existing cash balances and cash generated from operations. Scientific-Atlanta has no other off-balance sheet financing arrangements.

* * * * * * * * * * * * * * * * * * * * * * * * * * * *

Any statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not statements about historical facts are forward-looking statements. Such forward-looking statements are based upon current expectations but involve risks and uncertainties. Investors are referred to the Cautionary Statements contained in Exhibit 99.1 to this Form 10-Q for a description of the various risks and uncertainties that could cause Scientific-Atlanta’s actual results and experience to differ materially from the anticipated results or other expectations expressed in Scientific-Atlanta’s forward- looking statements. Such Exhibit 99.1 is hereby incorporated by reference into Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Scientific-Atlanta, the Scientific-Atlanta logo, Explorer and PowerKey are registered trademarks of Scientific-Atlanta, Inc. WebSTAR is a trademark of Scientific-Atlanta, Inc.

17 of 35

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

(Amounts in thousands)

We are exposed to market risks from changes in foreign exchange rates and have a process to monitor and manage these risks. Scientific-Atlanta enters into foreign exchange forward contracts to hedge certain forecasted transactions, firm commitments and assets denominated in currencies other than the U.S. dollar. These contracts, which qualify as cash flow or fair value hedges, are designated as hedging instruments at inception, are for periods consistent with the exposure being hedged and generally have maturities of one year or less. Contracts are recorded at fair value. Changes in the fair value of derivatives are recorded in other comprehensive income until the underlying transaction affects earnings for cash flow hedges and in Other (income) expense for fair value hedges.

The effectiveness of the hedge is based on a high correlation between the changes in its value and the value of the underlying hedged item. Any ineffectiveness is recorded through earnings. We recorded charges of $24 for ineffectiveness in the first quarter of fiscal year 2005. There were no such charges to earnings for ineffectiveness in the first quarter of fiscal year 2004.

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.

Hedging instruments, which were designated as cash flow or fair value hedges, at October 1, 2004 were as follows:


	Euros		Canadian Dollars	UK Pounds
Notional amount of forward buy (sales) contracts	(22,432	)	12,200	(8,339	)
Average contract amount (Foreign currency/United States dollar)	0.83		1.30	0.55

At October 1, 2004, we had unrealized losses of $61, net of tax benefits of $39, related to cash flow hedges, which were included in Accumulated other comprehensive income. Scientific-Atlanta has no derivative exposure beyond the first quarter of fiscal year 2006.

Unrealized gains and losses on foreign exchange forward contracts which are accounted for as fair value hedges are recognized in Other (income) expense. During the quarters ended October 1, 2004 and October 3, 2003, we recorded losses of $427 and $468, respectively, related to these contracts. These contracts hedged our exposure on Euro- and Sterling-based receivables.

We have market risks associated with the volatility in the value of our non-current marketable securities, which consist of investments in common stock, primarily technology companies, and warrants of publicly traded companies and are stated at market value. Non-current marketable securities are included in Other assets in the Consolidated Statements of Financial Position. All investments in common stock are classified as “available-for-sale” under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and thus, changes in the fair value of these securities are not included in our Consolidated Statements of Earnings until realized. Unrealized holding gains and losses are included, net of taxes, in Accumulated other comprehensive income. We recorded after-tax, unrealized holding gains of $4 and losses of $300 in the first quarter of fiscal years 2005 and 2004, respectively. Realized gains and losses and declines in value judged to be other-than-temporary are included in Other (income) expense. We recorded a realized gain of $1,907 on the sale of a non-current marketable security in the first quarter of fiscal year 2004. No such gains or losses were recorded in the first quarter of fiscal year 2005. We recorded no losses in the first quarter of fiscal year 2005 or 2004 from the other-than-temporary decline in the market value of marketable securities.

Scientific-Atlanta holds warrants to purchase common stock that are recorded at fair value. The warrants, which are included in Other assets in the Consolidated Statements of Financial Position, were valued using the Black-Scholes pricing model. Fluctuations in the volatility of the market price of the common stock for which we hold a warrant, risk-free rate of return and expiration date of the warrant impact the valuation. During the first quarter of fiscal years 2005 and 2004, we recorded unrealized losses of $52 and $12, respectively, related to the decline in the fair value of warrants in Other (income) expense.

We also have market risks associated with the volatility of our investments in privately-held companies, which consist primarily of securities of emerging technology companies. These investments are carried at cost and are evaluated periodically to determine if declines in fair value are other-than-temporary. Declines in value judged to be other-than-temporary are included in Other (income) expense. We recorded losses of $1,831 in the first quarter of fiscal year 2004 from other-than-temporary

18 of 35

declines in the fair value of our investments in privately-held companies. No such losses were recorded in the first quarter of fiscal year 2005. Investments in privately-held companies of $6,464 were included in Other assets in the Consolidated Statements of Financial Position at October 1, 2004 and July 2, 2004.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Scientific-Atlanta’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Scientific-Atlanta’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this report. Based on such evaluation, Scientific-Atlanta’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by Scientific-Atlanta in the reports that it files or submits under the Exchange Act.

(b) Internal Control Over Financial Reporting. There have not been any changes in Scientific-Atlanta’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of fiscal year 2005 that have materially affected, or are reasonably likely to materially affect, Scientific-Atlanta’s internal control over financial reporting.

19 of 35

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Adelphia Matters

Adelphia Communications Corporation (Adelphia) is one of Scientific-Atlanta’s customers. Adelphia and several members of its former management are the subjects of civil and/or criminal charges brought by the SEC and the Justice Department; two of Adelphia’s former senior executives were recently found guilty of criminal charges. One aspect of the charges concerns Adelphia’s marketing support agreement with Scientific-Atlanta and the manner in which Adelphia accounted for such arrangement. The SEC and the Justice Department have subpoenaed records of Scientific-Atlanta, and the government has interviewed Scientific-Atlanta personnel with respect to the Adelphia agreement. Scientific-Atlanta continues to cooperate in these investigations. There can be no assurance as to the outcome of these investigations and their effects on Scientific-Atlanta.

We are a co-defendant in four individual actions and one putative class action that relate to, among other issues, the marketing support agreement between Adelphia and Scientific-Atlanta. Motorola has also been named as a defendant in these suits. The suits allege that Scientific-Atlanta should be liable to investors in Adelphia’s securities based on the marketing support agreement and Adelphia’s accounting treatment for that arrangement. These actions do not allege any impropriety as to our financial statements or statements made to our investors. The damages sought in these actions are in an unspecified amount. There are three suits pending in the U.S. District Court for the Southern District of New York (03 MD 1529 (LLM)). In the individual suit brought by W.R. Huff Asset Management Co., LLC., we were added as a co-defendant in January 2004. The Huff suit purports to be on behalf of and as an investment advisor and attorney-in-fact for certain unnamed purchasers of debt securities issued by Adelphia Communications Corporation and Arahova Communications Inc. The complaint names certain of Adelphia’s underwriters, banks, auditors, law firms, and vendors. Scientific-Atlanta is alleged to have violated Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”). Scientific-Atlanta filed a motion to dismiss the Huff suit on March 8, 2004. We were also added as a co-defendant in December 2003 in an individual action brought by Joseph and Evelyn Stocke who purportedly are purchasers of Adelphia Communications Corporation common stock. The complaint names certain of Adelphia’s former officers and directors, underwriters, banks, auditors, and vendors. Scientific-Atlanta is alleged to have violated Section 10(b) of the 1934 Act and/or “aided and abetted” the common law fraud of Adelphia and its former management. Scientific-Atlanta filed a motion to dismiss the Stocke suit on April 12, 2004. In July 2004, a putative securities class action was filed by Argent Classic Convertible Arbitrage Fund L.P., et al. purportedly on behalf of investors in securities of Adelphia Communications Corporation. The suit names Scientific-Atlanta and two of its officers, and alleges that Scientific-Atlanta violated Section 10(b) of the 1934 Act and that the officers violated Section 20(a) of the 1934 Act. Scientific-Atlanta filed a motion to dismiss the Argent suit on October 12, 2004. In September 2004, a fourth suit was filed in the Los Angeles County Superior Court by the Los Angeles County Employees Retirement Association (“LACERA”) and several other Adelphia investors alleging that Scientific-Atlanta and two of its officers aided and abetted and conspired with Adelphia and its former management to commit common law fraud. We removed the LACERA case to the U.S. District Court for the Central District of California on October 6, 2004. We are seeking to have the suit transferred to the multi-district proceedings in New York. On October 25, 2004, a fifth suit was filed in Fulton County, Georgia Superior Court by AIG DKR Soundshore Holdings, Ltd. (“Soundshore Holdings”) and several other Adelphia investors alleging that Scientific-Atlanta and two of its officers committed common law fraud as to investors in Adelphia securities and conspired with Adelphia and its former management to defraud Adelphia investors.

Charter Matters

Charter Communications, Inc. (Charter) is one of Scientific-Atlanta’s major customers. Several members of its former management are the subjects of criminal charges brought by the Justice Department. In January 2003, the Justice Department subpoenaed records concerning Scientific-Atlanta’s marketing support and advertising agreements with Charter. In February 2003, the SEC issued a similar subpoena concerning Charter. The government has interviewed Scientific-Atlanta personnel with respect to the Charter agreements. In July 2003, a federal grand jury indicted certain former Charter officers. In July 2004, Charter settled all civil charges brought by the SEC. Charter’s accounting for its advertising agreement with Scientific-Atlanta in calendar year 2000 is one aspect of the charges contained in the indictment and the recent SEC settlement. Scientific-Atlanta continues to cooperate in these investigations. There can be no assurance as to the outcome of these investigations and their effects on Scientific-Atlanta.

We became a co-defendant on June 17, 2003 in previously-filed purported securities class actions pending against Charter and certain of Charter’s present/former officers and directors in the U.S. District Court of the Eastern District of Missouri. Plaintiffs in these cases seek to represent a putative class of investors in Charter stock from November 8, 1999 to July 17, 2002, and allege various securities law violations by Charter and its management. The consolidated complaint further alleges that certain

20 of 35

commercial transactions between Charter and Scientific-Atlanta relating to Charter’s purchase of digital set-top boxes and a marketing support arrangement resulted in violations of the federal securities laws as to investors in Charter’s securities. The consolidated complaint does not allege any impropriety as to our financial statements or statements made to our investors. Plaintiffs are seeking to recover damages in an unspecified amount. Scientific-Atlanta filed a motion to dismiss on September 9, 2003. On August 5, 2004, Charter announced that it had reached a tentative settlement agreement with the plaintiffs in these cases, which must be approved by the court. On October 12, 2004, the court dismissed the claims against Scientific-Atlanta. The plaintiffs have filed a motion for reconsideration and are seeking to amend the complaint.

Class Action-Related Legal Proceedings

On July 24, 2001, a purported class action alleging violations of the federal securities laws by us and certain of our officers was filed in the U.S. District Court for the Northern District of Georgia. After July 24, 2001, several actions with similar allegations were filed. A lead plaintiff and lead counsel were selected by the court in December 2001, and a consolidated complaint was filed by the lead counsel in January 2002. The U.S. District Court for the Northern District of Georgia denied on December 23, 2002 our motion to dismiss the consolidated complaint. The District Court then certified for appeal to the Eleventh Circuit Court of Appeals an issue related to its decision on the motion to dismiss. On June 22, 2004, the Eleventh Circuit affirmed the District Court’s order denying our motion to dismiss and the case will now proceed in the District Court. Plaintiffs are seeking to recover damages in an unspecified amount.

Paul Thompson, a shareholder, filed a putative shareholder’s derivative action purportedly on behalf of Scientific-Atlanta in the Superior Court of Gwinnett County, Georgia, against certain directors and officers of Scientific-Atlanta in April 2002, which was not served on us or the other defendants. The complaint was dismissed in June 2003, then re-filed in November 2003, and subsequently served on Scientific-Atlanta. This action was based upon substantially the same facts alleged in the securities class action litigation filed in July 2001. This plaintiff shareholder was seeking to recover damages in an unspecified amount. Scientific-Atlanta filed a motion to dismiss on March 18, 2004. On November 2, 2004, the court granted Scientific-Atlanta’s motion and dismissed the complaint with prejudice.

Gemstar-Related Legal Proceedings

We have filed several lawsuits as plaintiff against Gemstar-TV Guide International, Inc. and affiliated and/or related companies. Gemstar-TV Guide International, Inc. and/or its affiliated entities are referred to hereafter as “Gemstar.”

Multi-District Proceedings

On December 3, 1998, we filed an action against Gemstar in the U.S. District Court for the Northern District of Georgia (Atlanta). The suit alleges that Gemstar has violated federal antitrust laws and has misused certain patents. We seek damages, an injunction and a declaration that eight Gemstar patents related to interactive program guides are invalid, unenforceable and not infringed by our products. On December 4, 1998, Gemstar filed a responsive action against us in the U.S. District Court for the Central District of California alleging infringement of two of the same patents involved in the Atlanta suit filed by us on December 3, 1998. The suit asks for damages and injunctive relief.

We have been granted summary judgment of non-infringement of seven Gemstar patents challenged in the Georgia action, U.S. Patent Nos. 5,508,815; 5,568,272; 4,751,578; 5,038,211; 5,293,357; 5,915,068 and 4,908,713. The parties have also filed a consent order to dismiss all claims of infringement and invalidity related to the eighth Gemstar patent in this action, U.S. Patent No. 4,963,994.

On March 14, 2003, in the Atlanta antitrust action, Gemstar filed three motions for partial summary judgment on three of our antitrust claims. The court granted these motions in March of 2004. Discovery on the remaining issues of antitrust damages suffered by Scientific-Atlanta is currently scheduled to close in January 2005.

Scientific-Atlanta Patents Proceedings

On April 23, 1999, we filed a patent infringement action against Gemstar in U.S. District Court in Atlanta. On July 23, 1999, we filed a patent infringement action against StarSight Telecast, Inc. (“StarSight”), a subsidiary of Gemstar International Group Ltd., in the U.S. District Court in Atlanta. These suits allege that Gemstar and StarSight infringe three Scientific-Atlanta patents, U.S. Patent Nos. 4,885,775, 4,991,011, and 5,477,262, relating to interactive program guides, and seek damages and injunctive relief. The court issued a “Markman” order on April 8, 2004 construing the claims of the Scientific-Atlanta patents. Discovery is proceeding and is projected to close in early 2005.

21 of 35

International Trade Commission and Related Proceedings

On June 25, 1999, we filed an action against StarSight in the U.S. District Court in Atlanta, seeking a declaratory judgment of invalidity and non-infringement of two StarSight patents, U.S. Patent Nos. 4,706,121 and 5,479,268, which StarSight asserts are related to interactive program guides. Thereafter, Gemstar sought to assert claims under these same patents in an investigation by the International Trade Commission (ITC) (described in more detail below). The District Court action involving these patents has now been stayed by agreement of the parties, pending the outcome of Gemstar’s appeal of the Final Determination of the ITC.

On February 14, 2001, Gemstar initiated an investigation in the ITC under Section 337 of the Tariff Act of 1930 against Scientific-Atlanta, Pioneer Corporation and related entities, Echostar Communications Corporation and SCI Systems, Inc. (the “337 Action”). The investigation was based on Gemstar’s allegation that certain imported set-top boxes, including those manufactured by Scientific-Atlanta in Mexico, infringe certain Gemstar patents. Two of these patents have been in dispute between the parties in connection with the June 25, 1999 action in the federal court in Atlanta. Immediately prior to filing the 337 Action, Gemstar filed separate actions against Scientific-Atlanta, Pioneer and Echostar in the federal court in Atlanta alleging infringement of the patents asserted in the 337 Action not already raised in the 1999 action against StarSight. Scientific-Atlanta moved to stay any proceedings in these actions pending the outcome of the 337 Action.

On June 21, 2002, the Administrative Law Judge in the ITC action issued an Initial Determination finding in favor of Scientific-Atlanta as to non-infringement and unenforceability of Gemstar’s patents. The Administrative Law Judge found that Scientific-Atlanta does not infringe the three Gemstar patents in suit; that one of the three patents in suit is unenforceable for failure to name an inventor; and that Gemstar had engaged in patent misuse rendering one of its patents unenforceable. On August 29, 2002, the full ITC concluded that there is no violation of the Tariff Act of 1930 by Scientific-Atlanta. The ITC adopted the findings of the Initial Determination that Scientific-Atlanta’s products do not infringe the patents in issue, but took no position on the issue of Gemstar’s patent misuse. On March 6, 2003, Gemstar appealed the decision of the ITC to the Court of Appeals for the Federal Circuit (CAFC). All briefs have been filed by all parties in the appeal and oral argument took place on October 10, 2003.

On September 16, 2004, the CAFC issued an opinion in which it affirmed in part, reversed in part and remanded the case to the ITC for further consideration. More particularly, a two-judge panel of the court affirmed the finding of no infringement by Scientific-Atlanta as to one of the patents. The court revised the legal construction of certain claims in two patents and returned the case back to the ITC to determine whether Scientific-Atlanta infringes in light of the Court’s revised legal claim construction. On November 1, 2004, Scientific-Atlanta filed a Petition for Rehearing and Rehearing En Banc with the CAFC requesting the full court to reconsider the opinion of the two-judge panel with respect to the two patents in which claim construction was revised.

In the cases involving our patents, we seek both damages and an injunction against the Gemstar defendants’ deployment of infringing program guides. In the cases challenging the Gemstar defendants’ patents, we seek an injunction against Gemstar’s enforcement of these patents. In those cases where Gemstar’s patents are at issue, they have sought damages and injunctive relief against us for infringement of certain of those patents. The party or parties prevailing on their patents in these actions could be entitled to damages measured either as actual lost profits or as a reasonable royalty for the past sale of infringing interactive program guides, and potentially a trebling of damages if the court determines that the losing party acted willfully. The prevailing party also may be entitled to an injunction against the future sale of infringing interactive program guides. Accordingly, an adverse judgment against either us or the Gemstar defendants could result in an injunction against the future sale by us or the Gemstar defendants of infringing interactive program guides and could cause the offending party to have to redesign its program guide to avoid infringement. There can be no assurance that we will prevail in these Gemstar legal proceedings given the complex technical issues and inherent uncertainties in litigation. Regardless of merit, these Gemstar legal proceedings are time-consuming and result in costly litigation, and could cause product shipment delays, or require us to enter into royalty or licensing agreements, which could seriously harm our business, financial condition, and results of operations.

Item 2. Changes in Securities and Use of Proceeds.

During the first three months of fiscal year 2005, no purchases of our common stock were made by or on behalf of Scientific-Atlanta. In February 2003, we announced a program to buy back up to 10,000,000 shares of our common stock. As of October 1, 2004, there were 9,441,000 available that may yet be purchased under the February 2003 stock repurchase plan.

22 of 35

Item 6. Exhibits.


Exhibit No.		Description
31.1		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1		Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2		Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

99.1		Cautionary Statements

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: November 5, 2004		By:	/s/ Julian W. Eidson
			Julian W. Eidson
			Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and duly authorized signatory of the Registrant)

23 of 35