<PAGE>
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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended: December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to ________
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 and Trust
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>
REQUIRED INFORMATION
EXHIBITS
The following exhibit is filed as part of this report:
EX-23 Consent of Arthur Andersen LLP.
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 and Trust
Date: June 26, 1997 By: Scientific-Atlanta, Inc.
Employee Benefit Committee
By: /s/ Brian C. Koenig
-------------------
Name: Brian C. Koenig
Title: Senior Vice President, Human Resources
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
_____________________________________________________
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits, December 31, 1996 and
1995
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES:
Schedule
Number
------
I. Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1996
II. Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1996
<PAGE>
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 available for plan
benefits of the SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND
INVESTMENT PLAN AND TRUST as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for plan benefits with fund
information for the year ended December 31, 1996. 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 available for plan benefits of the
Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and
Trust as of December 31, 1996 and 1995, and the changes in its net assets
available for plan benefits for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions 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
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statement of changes in
net assets available for plan benefits is presented for purposes of additional
analysis rather than to present the changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit 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 LLP
Atlanta, Georgia
June 16, 1997
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT
PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS
DECEMBER 31, 1996 AND 1995
______________________________________________
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
ASSETS:
PARTICIPANT DIRECTED INVESTMENTS, AT
FAIR VALUE (NOTES 1 & 2):
FIDELITY RETIREMENT MONEY MARKET
FUND $ 11,977,188 $ 9,764,728
FIDELITY INTERMEDIATE BOND FUND 6,614,492 6,407,083
FIDELITY EQUITY INCOME FUND 21,421,219 16,657,805
FIDELITY U.S. EQUITY INDEX FUND 9,618,477 5,187,095
FIDELITY MAGELLAN FUND 21,120,256 21,792,084
FIDELITY PURITAN FUND 1,039,006 178,526
FIDELITY OVERSEAS FUND 1,027,250 178,456
FIDELITY LOW-PRICED STOCK FUND 2,914,749 477,076
FIDELITY SCIENTIFIC-ATLANTA COMMON
STOCK FUND 31,775,725 28,885,142
PARTICIPANT LOANS RECEIVABLE 2,448,583 0
--------------- ----------
TOTAL INVESTMENTS 109,956,945 89,527,995
RECEIVABLES:
EMPLOYER'S CONTRIBUTION 1,148,962 0
PARTICIPANTS' CONTRIBUTION 341,604 0
--------------- ----------
TOTAL ASSETS 111,447,511 89,527,995
LIABILITIES 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS $111,447,511 $89,527,995
============== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Page 1 of 2
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
___________________________________________________________
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED INVESTMENTS
----------------------------------------------------------------------------------
RETIREMENT INTER- U.S.
MONEY MEDIATE EQUITY EQUITY
MARKET BOND INCOME INDEX MAGELLAN PURITAN
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net (depreciation) appreciation in fair
value of investments $ 0 $ (207,375) $ 2,241,717 $1,266,741 $(1,534,108) $ 3,450
Dividends and Interest 541,947 434,872 1,358,165 211,037 3,840,919 89,082
----------- ---------- ----------- ---------- ----------- ----------
541,947 227,497 3,599,882 1,477,778 2,306,811 92,532
----------- ---------- ----------- ---------- ----------- ----------
CONTRIBUTIONS:
Participants 1,042,459 795,706 2,098,497 1,189,188 3,563,745 168,744
Employer 0 0 0 0 0 0
Rollover deposits 195,560 186,159 262,057 305,295 386,016 80,392
----------- ---------- ----------- ---------- ----------- ----------
1,238,019 981,865 2,360,554 1,494,483 3,949,761 249,136
----------- ---------- ----------- ---------- ----------- ----------
TOTAL ADDITIONS 1,779,966 1,209,362 5,960,436 2,972,261 6,256,572 341,668
PAYMENTS TO PARTICIPANTS (1,722,930) (403,684) (1,465,232) (450,435) (2,167,962) (17,974)
ADMINISTRATIVE EXPENSES (3,370) (1,948) (5,766) (1,962) (7,905) (408)
INTERFUND TRANSFERS 2,158,794 (596,321) 273,976 1,911,518 (4,752,533) 537,194
----------- ---------- ----------- ---------- ----------- ----------
NET INCREASE (DECREASE) 2,212,460 207,409 4,763,414 4,431,382 (671,828) 860,480
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 9,764,728 6,407,083 16,657,805 5,187,095 21,792,084 178,526
----------- ---------- ----------- ---------- ----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $11,977,188 $6,614,492 $21,421,219 $9,618,477 $21,120,256 $1,039,006
=========== ========== =========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Page 2 of 2
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
_________________________________________________________
PARTICIPANT DIRECTED INVESTMENTS
--------------------------------
<TABLE>
<CAPTION>
SCIENTIFIC-
LOW- ATLANTA PARTICIPANT
PRICED COMMON LOAN TOTAL
OVERSEAS STOCK STOCK OTHER RECEIVABLE 1996
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments $ 14,794 $ 218,134 $ 2,052,831 $ 0 $ 0 $ 4,056,184
Dividends and Interest 61,163 194,958 0 0 63,328 6,795,471
---------- ---------- ----------- ---------- ---------- ------------
75,957 413,092 2,052,831 0 63,328 10,851,655
---------- ---------- ----------- ---------- ---------- ------------
CONTRIBUTIONS:
Participants 201,664 389,756 1,254,219 341,604 0 11,045,582
Employer 0 0 4,524,574 1,148,962 0 5,673,536
Rollover deposits 59,374 88,181 306,954 0 0 1,869,988
---------- ---------- ----------- ---------- ---------- ------------
261,038 477,937 6,085,747 1,490,566 0 18,589,106
---------- ---------- ----------- ---------- ---------- ------------
TOTAL ADDITIONS 336,995 891,029 8,138,578 1,490,566 63,328 29,440,761
PAYMENTS TO PARTICIPANTS (23,115) (45,481) (1,131,009) 0 (17,500) (7,445,322)
ADMINISTRATIVE EXPENSES (169) (4,192) (50,203) 0 0 (75,923)
INTERFUND TRANSFERS 535,083 1,596,317 (4,066,783) 0 2,402,755 0
---------- ---------- ----------- ---------- ---------- ------------
NET INCREASE 848,794 2,437,673 2,890,583 1,490,566 2,448,583 21,919,516
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 178,456 477,076 28,885,142 0 0 89,527,995
---------- ---------- ----------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $1,027,250 $2,914,749 $31,775,725 $1,490,566 $2,448,583 $111,447,511
========== ========== =========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
_________________________________________________________
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's provisions has been published in a summary Plan
description available to all participants and beneficiaries.
The following nine 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.
Fidelity Retirement Money Market Fund - 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.
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.
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.
Fidelity U.S. Equity Index Fund - 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.
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.
Fidelity Puritan Fund - This fund invests in a broad list of high-
yielding securities among a variety of companies and industries. The
fund's objective is to obtain as much income as possible, consistent with
the preservation of capital.
Fidelity Overseas Fund - This fund is invested in securities of issuers
whose principal activities are outside the United States. The fund seeks
long-term capital appreciation as its objective.
Fidelity Low-Priced Stock Fund - This fund seeks long-term capital
appreciation and invests mainly in equity securities that are considered
by the fund's management to be low-priced at the time of purchase.
Fidelity Scientific-Atlanta 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
<PAGE>
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements are prepared on an accrual basis in accordance with
generally accepted accounting principles. The preparation of the financial
statements in conformity with generally accepted accounting principles
requires the Plan's management to use estimates and assumptions that affect
the accompanying financial statements and disclosures. Actual results could
differ from these estimates.
Realized gains and losses on investment transactions are determined for
accounting purposes as of the trade date on a moving average cost basis. Net
realized and unrealized appreciation (depreciation) is recorded in the
accompanying Statement of Changes In Net Assets Available for Plan Benefits
as net appreciation (depreciation) in fair value of investments. Investments
are stated at market value (based on quoted market prices) in the
accompanying Statements of Net Assets Available for Plan Benefits.
3. PLAN TERMINATION:
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.
4. TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated September 29, 1995, that the Plan was designed in accordance
with applicable sections of the Internal Revenue Code ("IRC"). Additionally,
the plan administrator believes that the Plan is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, the plan
administrator believes that the Plan was qualified and the related trust was
tax-exempt as of the financial statement dates.
5. PARTICIPATION:
Employees of the Company are eligible to participate in the Plan if they (a)
are regular full-time employees or regular part-time employees scheduled to
work at least 20 hours a week, and (b) are at least 18 years of age.
Eligibility begins immediately upon employment provided the above age and
service requirements are met. 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. 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 and are made only at the end of each quarter. Vesting is immediate for
both the participant's contribution and the Company's matching contribution.
Effective July 1, 1996, participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. Each loan shall be treated as an investment of the
borrower's account, with the interest rate being prime plus 1%. The interest
rate on participant loans during 1996 was 9.25%. The participant shall be
required to repay the loan in approximately equal installments of principal
and interest over a period not in excess of 5 years, or up to
<PAGE>
10 years for the purchase of a primary residence. The loans are secured by an
assignment of the participant's right, title, and interest in the
participant's account balance. Repayment of principal and payment of interest
will be effected through payroll withholding. The principal amount of the
loan, together with all accrued interest, shall immediately become due when
the participant is no longer employed by an Employing Company, as defined,
and is no longer a party in interest under Section 3(14) of ERISA.
6. TRUST AGREEMENT:
At December 31, 1996, the Plan's assets were held by the Trustee of the Plan,
Fidelity Management Trust Company. 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.
7. SUBSEQUENT EVENT:
Effective February 3, 1997, the Fidelity Overseas Fund was discontinued as an
investment option, and the Founders Growth Fund and the Templeton Foreign I
Fund were added to the list of investment options available to participants.
<PAGE>
SCHEDULE I
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
___________________________________________________________
<TABLE>
<CAPTION>
Identity of Face Amount Current
Issue Investment Description or Shares Cost Value
- ------------------------ ------------------------------- ---------------- ---------- ------------
<S> <C> <C> <C> <C>
* Fidelity Investments Retirement Money Market Fund 11,977,188 $11,977,188 $ 11,977,188
* Fidelity Investments Intermediate Bond Fund 656,200 6,767,436 6,614,492
* Fidelity Investments Equity Income Fund 500,145 16,891,967 21,421,219
* Fidelity Investments U.S. Equity Index Fund 356,901 7,561,161 9,618,477
* Fidelity Investments Magellan Fund 261,875 19,588,338 21,120,256
* Fidelity Investments Puritan Fund 60,267 1,032,872 1,039,006
* Fidelity Investments Overseas Fund 33,309 1,019,504 1,027,250
* Fidelity Investments Low-Priced Stock Fund 136,522 2,715,154 2,914,749
* Fidelity Investments Scientific-Atlanta Common Stock Fund 3,442,618 28,988,992 31,775,725
*The Plan Participant Loans (Interest Rate at 9.25%) 2,448,583 2,448,583
----------- ------------
Total Investments $98,991,195 $109,956,945
=========== ============
</TABLE>
. Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1996
___________________________________________________________
<TABLE>
<CAPTION>
Purchases Sales, Maturities or Withdrawals
----------------------------------- -------------------------------------------
Cost and Proceeds and
Current Value Current Value
of Asset on of Asset on
Identity of Number of Transaction Number of Transaction
Party Involved Description Transactions Date Transactions Date
- ---------------- ------------------ ----------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Fidelity Retirement Money Market Fund 235 $13,658,149 228 $ 11,445,687
Investments
Fidelity Equity Income Fund 238 9,193,388 198 6,670,513
Investments
Fidelity U.S. Equity Index Fund 229 6,449,769 176 3,285,184
Investments
Fidelity Magellan Fund 247 11,471,145 231 10,608,867
Investments
Fidelity Scientific-Atlanta Common Stock 254 23,353,061 247 21,367,273
Investments Fund
<CAPTION>
Identity of Cost of
Party Involved Asset Net Gain
- ---------------- ------------ ------------
<C> <C> <C>
Fidelity $ 11,445,687 $ 0
Investments
Fidelity 5,904,609 765,904
Investments
Fidelity 3,029,166 256,018
Investments
Fidelity 10,561,027 47,840
Investments
Fidelity 19,002,793 2,364,480
Investments
</TABLE>
(1) Represents individual transactions or a series of transactions in
securities of the same issue or with a person in excess of 5% market value
of the Plan's of January 1, 1996.
The accompanying notes are an integral part of this schedule.
<PAGE>
EXHIBIT 23
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.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 23, 1997
