<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
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Commission file number: 1-5517
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Scientific-Atlanta, Inc.
Voluntary Employee Retirement and Investment Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092.
<PAGE> 2
REQUIRED INFORMATION
EXHIBITS
The following exhibits are filed as part of this report:
a. Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of
ERISA.
b. Consent of Arthur Andersen & Co.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Scientific-Atlanta, Inc.
Voluntary Employee Retirement
and Investment Plan
Date: June 24, 1994 By: Scientific-Atlanta, Inc.
Employee Benefit Committee
By: /s/ Brian C. Koenig
--------------------
Name: Brian C. Koenig
Title: Vice President, Human Resources
<PAGE> 3
EXHIBIT A
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH
AUDITORS REPORT
<PAGE> 4
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993 AND 1992
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets, December 31, 1993 and 1992
Statements of Changes in Net Assets for the Years Ended December 31,
1993 and 1992
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES:
Schedule
Number
------
I. Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1993
II. Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1993
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefit Committee of the
Scientific-Atlanta, Inc.
Voluntary Employee Retirement
and Investment Plan and Trust:
We have audited the accompanying statements of net assets of the
Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and
Trust as of December 31, 1993 and 1992, and the related statements of changes
in net assets for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1993 and
1992, and the changes in its net assets for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules listed
in the table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The Fund Information in the statements of changes in net
assets is presented for purposes of additional analysis rather than to present
the changes in net assets of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
June 9, 1994
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SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
------------ -------------
<S> <C> <C>
ASSETS:
INVESTMENTS, AT MARKET (SCHEDULE I)
FIDELITY RETIREMENT MONEY MARKET FUND $ 6,542,495 $ 6,384,345
FIDELITY INTERMEDIATE BOND FUND 5,954,871 4,936,801
FIDELITY EQUITY INCOME FUND 10,460,786 6,912,001
FIDELITY U.S. EQUITY INDEX FUND 2,021,393 975,435
FIDELITY MAGELLAN FUND 11,611,208 5,490,403
S-A COMMON STOCK FUND 17,355,547 13,418,720
------------ ------------
53,946,300 38,117,705
EMPLOYER CONTRIBUTIONS RECEIVABLE -- 353,822
ACCRUED INVESTMENT INCOME -- 85,490
ACCRUED DEPOSITS -- 69,006
------------ ------------
TOTAL ASSETS 53,946,300 38,626,023
------------ ------------
LIABILITIES:
BENEFITS PAYABLE -- 463,963
ADMINISTRATIVE EXPENSES PAYABLE -- 13,784
ACCRUED WITHDRAWALS -- 68,776
------------ ------------
TOTAL LIABILITIES -- 546,523
------------ ------------
NET ASSETS $ 53,946,300 $ 38,079,500
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 7
Page 1 of 2
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
FIDELITY FUNDS
-------------------------------------------------------------
INTER-
MONEY MEDIATE EQUITY US EQUITY
MARKET BOND INCOME INDEX MAGELLAN
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation)
in market value of
investments $ -- $ 105,745 $ 1,189,039 $ 129,620 $ 510,520
Dividends 104,152 464,940 352,395 73,169 937,170
Interest 21 18 22 8 65
---------- ---------- ----------- ---------- -----------
104,173 570,703 1,541,456 202,797 1,447,755
---------- ---------- ----------- ---------- -----------
CONTRIBUTIONS:
Participants 1,046,356 853,457 1,358,700 485,968 2,125,795
Employer -- -- -- -- --
Rollover deposits (10,564) 94,501 141,756 98,683 219,979
---------- ----------- ------------ ---------- -----------
1,035,792 947,958 1,500,456 584,651 2,345,774
---------- ---------- ----------- ---------- -----------
TOTAL ADDITIONS 1,139,965 1,518,661 3,041,912 787,448 3,793,529
PAYMENTS TO PARTICIPANTS (210,661) (185,205) (212,804) (28,999) (212,968)
ADMINISTRATIVE EXPENSES (11,820) (8,178) (13,084) (1,804) (20,525)
INTERFUND TRANSFERS (759,334) (307,208) 732,761 289,313 2,560,769
---------- ---------- ----------- ---------- -----------
NET INCREASE 158,150 1,018,070 3,548,785 1,045,958 6,120,805
NET ASSETS, BEGINNING OF YEAR 6,384,345 4,936,801 6,912,001 975,435 5,490,403
---------- ---------- ----------- ---------- -----------
NET ASSETS, END OF YEAR $6,542,495 $5,954,871 $10,460,786 $2,021,393 $11,611,208
========== ========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 8
Page 2 of 2
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
SCIENTIFIC
ATLANTA
COMMON ADMINIS-
STOCK TRATIVE
FUND ACCOUNT 1993 1992
------------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in
market value of investments $ 4,658,935 $ -- $ 6,593,859 $ 7,834,929
Dividends 32,479 (85,490) 1,878,815 1,610,705
Interest 340 -- 474 889
----------- --------- ----------- -----------
4,691,754 (85,490) 8,473,148 9,446,523
----------- --------- ----------- ---------
CONTRIBUTIONS:
Participants 29,828 -- 5,900,104 4,787,722
Employer 2,104,379 (353,822) 1,750,557 1,415,823
Rollover deposits 36,076 (230) 580,201 197,794
----------- --------- ----------- -----------
2,170,283 (354,052) 8,230,862 6,401,339
----------- --------- ----------- -----------
TOTAL ADDITIONS 6,862,037 (439,542) 16,704,010 15,847,862
PAYMENTS TO PARTICIPANTS (398,130) 463,963 (784,804) (2,472,870)
ADMINISTRATIVE EXPENSES (10,779) 13,784 (52,406) (75,763)
INTERFUND TRANSFERS (2,516,301) -- -- --
----------- --------- ----------- -----------
NET INCREASE 3,936,827 38,205 15,866,800 13,299,229
NET ASSETS, BEGINNING OF YEAR 13,418,720 (38,205) 38,079,500 24,780,271
----------- --------- ----------- -----------
NET ASSETS, END OF YEAR $17,355,547 $ -- $53,946,300 $38,079,500
=========== ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 9
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1993 AND 1992
-----------------------------------------------------------
1. PLAN DESCRIPTION:
Effective January 1, 1986, Scientific-Atlanta, Inc. (the "Company")
established the Scientific-Atlanta, Inc. Voluntary Employee Retirement and
Investment Plan and Trust (the "Plan"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
A description of the Plan provisions has been published in a summary Plan
description available to all participants and beneficiaries.
The following six investment funds have been established by the Plan for
investing participants' contributions. All investment elections are
participant directed. Participants may change their investment elections
daily. The Plan has specific guidelines and limitations as to the type of
securities eligible for investment by each fund.
The Money Market Fund (Fidelity Retirement Money Market
Portfolio) - This is a fixed income fund invested in short-term
securities with the objective of current income that is designed
to provide investors with a return that reflects current
short-term money market rates.
The Bond Fund (Fidelity Intermediate Bond Fund) - This is a fixed
income fund invested in U.S. Treasury bonds or other government
bonds, and corporate bonds with a fixed interest rate.
The Equity Mutual Fund (Fidelity Equity-Income Fund) - This is a
fund containing a variety of corporate securities, with more
investment risk than the Bond Fund and Money Market Fund, with
the objective of both current income and capital appreciation.
The Equity Index Fund (Fidelity U.S. Equity Index Portfolio) -
This is a fund that invests primarily in the common stocks of the
500 companies included in the S&P 500 Index. The objective is
for both current income and long-term capital appreciation.
Long-Term Capital Appreciation Fund (Fidelity Magellan Fund) -
This fund is invested in securities of large United States and
foreign corporations as well as smaller, lesser known companies
with the objective of long-term capital appreciation. This fund
offers more overall investment risks than the other funds
currently offered under the Plan.
Scientific-Atlanta Common Stock Fund, (S-A Common Stock Fund).
This fund is invested primarily in Scientific-Atlanta common
stock with the balance in short-term money market investments.
The objective of this fund is to give employees the opportunity
to become shareholders of the Company and to share in the
Company's performance. Employees have the option to redirect the
Company's matching contribution, which is made only to this fund,
to the other Fidelity funds.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
<PAGE> 10
-2-
Although the Plan has received a favorable determination letter dated
July 1, 1993 from the Internal Revenue Service, it has not been updated
for the latest Plan amendments. However, the Plan Administrator and
management believe that the Plan was designed and operated in compliance
with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt through the year ended December 31, 1993.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements are prepared on an accrual basis in accordance
with generally accepted accounting principles.
Gains and losses on investment transactions are determined for
accounting purposes as of the settlement date on a moving average cost
basis. Investments are stated at market value (based on quoted market
prices) in the accompanying Statements of Net Assets.
3. PARTICIPATION:
Employees of the Company are eligible to participate in the Plan if they
(a) are a regular full-time employee or a regular part-time employee
scheduled to work at least 20 hours a week, and (b) are at least 18
years of age. Eligibility begins in the calendar quarter following
employment. This eligibility requirement complies with the provisions
of ERISA.
Participants may contribute to the Plan an amount ranging from 1/2% to
15% of their annual compensation as reported on Internal Revenue Service
Form W-2.
Individual accounts are maintained for each of the Plan's participants
to reflect the participant's share of the Plan's income, the Company's
contribution, and the participant's contribution. Allocations are based
on participant account balances, as defined.
The amount contributed to the Plan by the Company on behalf of a
participant is equal to $1.00 for each dollar contributed by the
participant up to 3% of the participant's annual compensation plus $.50
for each dollar of the participant's contribution between 3% and 6% of
the participant's annual compensation. In addition, for any Plan year,
the Company's contribution on behalf of the participant to this Plan
shall not exceed 4.5% of the participant's annual compensation for such
Plan year. The Company's matching contributions to the Plan are in the
form of Scientific-Atlanta, Inc. common stock only at the end of each
quarter. Vesting is immediate for both the participant's contribution
and the Company's matching contribution.
Prior to October 1, 1993, the amount contributed to the Plan by the
Company on behalf of a participant was equal to $.50 for each $1.00 of
the participant's contributions up to 5% of the participant's annual
compensation. For any plan year, the Company's combined contribution on
behalf of the participant to this Plan and the Scientific-Atlanta, Inc.
Stock Purchase Plan could not exceed 2.5% of the participant's annual
compensation for such Plan year. The Company's matching contributions
to the Plan were in the form of the Company's common stock, cash, or a
combination of both.
4. TRUST AGREEMENT:
At December 31, 1993, the Plan's assets were held by the Trustee of the
Plan, Fidelity Management Trust Company; Wachovia Bank of North Carolina
was the Trustee of the Plan for the period through June 30, 1993.
Company contributions are held and managed by the Trustee, which invests
cash received, interest, and dividend income and makes distributions to
participants. Certain administrative functions are performed by
officers or employees of the Company or its subsidiaries and they act as
the Plan Administrator. No such officer or employee receives
compensation from the Plan. Administrative expenses such as trustee
fees are paid by the Plan.
<PAGE> 11
SCHEDULE I
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Face Amount Market
Investment Description or Shares Cost Value
- - - - - -------------------------------------- ------------ ------------ --------------
Fidelity Investments Mutual Funds (1):
- - - - - --------------------------------------
<S> <C> <C> <C>
Retirement Money Market 6,542,495 $ 6,542,495 $ 6,542,495
Intermediate Bond 552,400 5,834,337 5,954,871
Equity Income 309,125 8,660,319 10,460,786
U.S. Equity Index 117,047 1,821,110 2,021,393
Magellan 163,884 11,275,250 11,611,208
Common Stock (1)
- - - - - ----------------
Scientific-Atlanta, Inc. 1,699,858 6,978,703 17,355,547
------------ -------------
Total Investments $ 41,112,214 $ 53,946,300
============ =============
</TABLE>
(1) Represents a party in interest.
The accompanying notes are an integral part of these statements.
<PAGE> 12
SCHEDULE II
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Purchases Sales, Maturities or Withdrawals
--------------------------- -------------------------------------------------------------
Number of Number of Net Gain/
Description Transactions Amount Transactions Proceeds Cost (Loss)
- - - - - ------------------------ ------------ --------------- ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Money Market
Portfolio (2) 102 $ 8,245,098 65 $ 1,817,915 $ 1,817,923 (8)
Fidelity Intermediate Bond
Fund (2) 110 6,974,399 49 954,694 915,492 39,202
Fidelity Equity-Income
Fund (2) 113 10,292,817 49 755,579 639,058 116,521
Fidelity Magellan Fund (2) 117 13,210,241 38 486,991 459,618 27,373
Scientific-Atlanta, Inc. Common
Stock Fund (2) 57 7,970,272 41 4,779,843 2,885,706 1,894,137
</TABLE>
(1) Represents transactions or a series of transactions in securities of the
same issue or with a person in excess of 5% of the market value of the
Plan's assets as of January 1, 1993.
(2) Represents a party in interest
The accompanying notes are an integral part of these statements.
<PAGE> 13
EXHIBIT B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into Scientific-Atlanta, Inc.'s
previously filed Registration Statement covering the Scientific-Atlanta, Inc.
Voluntary Employee Retirement and Investment Plan and Trust.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
June 24, 1994
