<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, 1997
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>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits--December 31, 1997 and
1996
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Year Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--
December 31, 1997
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1997
<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, 1997 and 1996 and the related
statement of changes in net assets available for plan benefits, with fund
information, for the year ended December 31, 1997. 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, 1997 and 1996 and the changes in its net assets
available for plan benefits for the year ended December 31, 1997 in conformity
with generally accepted accounting principles.
Our audits were performed 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.
/s/ Arthur Andersen
Atlanta, Georgia
June 12, 1998
F-1
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
ASSETS:
Participant--directed investments, at market value
(Notes 1 and 2):
Fidelity Retirement Money Market Fund $ 13,372,020 $ 11,977,190
Fidelity Intermediate Bond Fund 6,946,701 6,614,492
Fidelity Equity Income Fund 32,615,892 21,421,219
Fidelity Spartan U.S. Equity Index Fund 18,593,881 9,618,476
Fidelity Magellan Fund 29,163,005 21,120,255
Fidelity Puritan Fund 2,724,374 1,039,006
Fidelity Overseas Fund 0 1,027,249
Fidelity Low-Priced Stock Fund 9,546,853 2,914,750
Fidelity Scientific-Atlanta Common Stock Fund 27,187,048 31,775,725
Founders Growth Fund 2,270,674 0
Templeton Foreign Fund I 3,038,447 0
Participant loans receivable 3,497,077 2,448,583
------------ ------------
Total investments 148,955,972 109,956,945
Receivables:
Employer's contribution 1,160,091 1,148,962
Participants' contributions 393,640 341,604
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $150,509,703 $111,447,511
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-2
<PAGE>
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, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED INVESTMENTS
-----------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
RETIREMENT FIDELITY EQUITY SPARTAN U.S. FIDELITY FIDELITY
MONEY INTERMEDIATE INCOME EQUITY MAGELLAN PURITAN
MARKET FUND BOND FUND FUND INDEX FUND FUND FUND
----------- ------------ ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments $ 0 $ 62,765 $ 5,431,473 $ 3,502,634 $ 3,911,047 $ 165,612
Dividends and Interest 741,310 429,634 1,764,944 381,122 1,835,436 204,509
----------- ---------- ----------- ----------- ----------- ----------
741,310 492,399 7,196,417 3,883,756 5,746,483 370,121
----------- ---------- ----------- ----------- ----------- ----------
CONTRIBUTIONS:
Participants 1,008,833 673,263 2,289,919 1,668,402 2,763,024 383,079
Employer 0 0 0 0 0 0
Roll-over deposits 87,301 57,797 368,516 369,395 501,605 92,091
----------- ---------- ----------- ----------- ----------- ----------
1,096,134 731,060 2,658,435 2,037,797 3,264,629 475,170
----------- ---------- ----------- ----------- ----------- ----------
Total additions 1,837,444 1,223,459 9,854,852 5,921,553 9,011,112 845,291
PAYMENTS TO PARTICIPANTS (2,316,983) (596,281) (1,745,916) (624,506) (1,330,428) (114,041)
ADMINISTRATIVE EXPENSES (3,597) (1,621) (6,919) (3,184) (7,674) (857)
INTERFUND TRANSFERS 1,877,966 (293,348) 3,092,656 3,681,542 369,740 954,975
----------- ---------- ----------- ----------- ----------- ----------
NET INCREASE (DECREASE) 1,394,830 332,209 11,194,673 8,975,405 8,042,750 1,685,368
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 11,977,190 6,614,492 21,421,219 9,618,476 21,120,255 1,039,006
----------- ---------- ----------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $13,372,020 $6,946,701 $32,615,892 $18,593,881 $29,163,005 $2,724,374
=========== ========== =========== =========== =========== ==========
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED INVESTMENTS
-----------------------------------------------------------------
FIDELITY
FIDELITY SCIENTIFIC-
FIDELITY LOW-PRICED FOUNDERS TEMPLETON ATLANTA
OVERSEAS STOCK GROWTH FOREIGN COMMON
FUND FUND FUND FUND I STOCK FUND
----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments $ 1,848 $ 922,862 $ (154,434) $ (302,153) $ 7,308,866
Dividends and interest 0 607,148 311,008 337,809 0
----------- ---------- ---------- ---------- ------------
1,848 1,530,010 156,574 35,656 7,308,866
----------- ---------- ---------- ---------- ------------
CONTRIBUTIONS:
Participants 25,681 1,055,670 218,785 441,642 1,061,127
Employer 0 0 0 0 5,127,628
Roll-over deposits 9,010 288,010 100,563 98,808 53,104
----------- ---------- ---------- ---------- ------------
34,691 1,343,680 319,348 540,450 6,241,859
----------- ---------- ---------- ---------- ------------
Total additions 36,539 2,873,690 475,922 576,106 13,550,725
PAYMENTS TO PARTICIPANTS (8,660) (268,852) (281) (71,603) (1,241,651)
ADMINISTRATIVE EXPENSES (93) (4,323) (2,285) (5,349) (51,435)
INTERFUND TRANSFERS (1,055,035) 4,031,588 1,797,318 2,539,293 (16,846,316)
----------- ---------- ---------- ---------- ------------
NET INCREASE (DECREASE) (1,027,249) 6,632,103 2,270,674 3,038,447 (4,588,677)
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR
1,027,249 2,914,750 0 0 31,775,725
----------- ---------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $ 0 $9,546,853 $2,270,674 $3,038,447 $ 27,187,048
=========== ========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED INVESTMENTS
---------------------------------------
PARTICIPANT
LOANS
OTHER RECEIVABLE TOTAL
=========== ========== ============
<S> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair
value of investments $ 0 $ 0 $ 20,850,520
Dividends and interest 0 248,848 6,861,768
----------- ---------- ------------
0 248,848 27,712,288
----------- ---------- ------------
CONTRIBUTIONS:
Participants 52,036 0 11,641,461
Employer 1,160,091 0 6,287,719
Roll-over deposits 0 0 2,026,200
----------- ---------- ------------
1,212,127 0 19,955,380
----------- ---------- ------------
Total additions 1,212,127 248,848 47,667,668
PAYMENTS TO PARTICIPANTS 0 (198,937) (8,518,139)
ADMINISTRATIVE EXPENSES 0 0 (87,337)
INTERFUND TRANSFERS (1,148,962) 998,583 0
----------- ---------- ------------
NET INCREASE (DECREASE) 63,165 1,048,494 39,062,192
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 1,490,566 2,448,583 111,447,511
----------- ---------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $ 1,553,731 $3,497,077 $150,509,703
=========== ========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
F-4
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
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 ten 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 with the exception of the Fidelity Scientific-Atlanta Common Stock
Fund, in which participants may only change their investment elections once
each calendar month. 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 SPARTAN 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
F-5
<PAGE>
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 was deleted from the list of
investment options effective February 3, 1997.
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.
FOUNDERS GROWTH FUND. This fund invests in the common stock of well-
established, high-quality growth companies, both domestic and abroad.
The fund's objective is to increase its investment over the long term
through capital growth. This fund was added to the list of investment
options effective February 3, 1997.
TEMPLETON FOREIGN FUND I. This fund invests primarily in common stock
of companies in developed and developing foreign countries. The fund's
objective is capital appreciation and growth; however, foreign
investments involve greater risks, causing share price and return to
vary. This fund was added to the list of investment options effective
February 3, 1997.
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 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 investment options. Investments in this fund are
assigned units of participation. The unit value of the fund is
determined daily based on the fair market value of the underlying net
assets. The total units assigned to participants at December 31, 1997
and 1996 were 2,673,260 and 3,442,618, respectively. The unit value at
December 31, 1997 and 1996 was $10.17 and $9.23, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared on the 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 gains (losses)
F-6
<PAGE>
and changes in unrealized appreciation (depreciation) are 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"). The Plan has been
amended since receiving this letter; however, the plan administrator believes
that the Plan is currently designed and 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 are
at least 18 years of age with the exception of workers classified as casual
or temporary employees (including co-op employees) and any person rendering
services to the Company purportedly as an independent contractor. Outside
contractors are not eligible to participate in the Plan even if later
determined to be common law employees. Eligibility begins immediately upon
employment provided the above age and employment status 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 of income 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 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
F-7
<PAGE>
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 balances. 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 plan years 1996 and 1997 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 five
years, or up to ten 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, 1997, 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.
F-8
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Face
Amount
Identity of Issue Investment Description or Shares Cost Current Value
-------------------- ------------------------------------------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
* Fidelity Investments Retirement Money Market Fund 13,372,020 $ 13,372,020 $ 13,372,020
* Fidelity Investments Intermediate Bond Fund 683,058 6,996,676 6,946,701
* Fidelity Investments Equity Income Fund 622,322 23,965,579 32,615,892
* Fidelity Investments Spartan U.S. Equity Index Fund 531,558 13,767,345 18,593,881
* Fidelity Investments Magellan Fund 306,109 24,481,502 29,163,005
* Fidelity Investments Puritan Fund 140,577 2,587,114 2,724,374
* Fidelity Investments Low-Priced Stock Fund 379,899 8,578,360 9,546,853
Founders Management Founders Growth Fund 131,405 2,436,179 2,270,674
Franklin Templeton Templeton Foreign Fund I 305,371 3,341,640 3,038,447
* Fidelity Investments Scientific-Atlanta Common Stock Fund 2,673,260 25,796,498 27,187,048
* The Plan Participant loans (interest rate at 9.25%) 3,497,077 3,497,077
------------ ------------
Total Investments $128,819,990 $148,955,972
============ ============
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this schedule.
F-9
<PAGE>
SCHEDULE II
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchases
--------------------------------------
Identity of Number of Purchase Number of
Party Involved Description of Asset Transactions Price Transactions
- ------------------------------- ------------------------------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Fidelity Investments Retirement Money Market Fund 241 $24,627,270 234
Fidelity Investments Equity Income Fund 245 13,652,309 218
Fidelity Investments Spartan U.S. Equity Index Fund 241 11,657,294 199
Fidelity Investments Magellan Fund 245 11,383,090 226
Fidelity Investments Low-Priced Stock Fund 223 7,309,299 133
Fidelity Investments Intermediate Bond Fund 203 2,969,763 172
Fidelity Investments Scientific-Atlanta Common Stock Fund 252 29,642,651 249
</TABLE>
<TABLE>
<CAPTION>
Sales
-------------------------------------
Identity of Selling Cost of Net
Party Involved Description of Asset Price Asset Gain (Loss)
- ------------------------------- ------------------------------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Fidelity Investments Retirement Money Market Fund $23,232,439 $23,232,439 $ 0
Fidelity Investments Equity Income Fund 7,889,110 6,578,697 1,310,413
Fidelity Investments Spartan U.S. Equity Index Fund 6,184,523 5,451,110 733,413
Fidelity Investments Magellan Fund 7,251,387 6,489,926 761,461
Fidelity Investments Low-Priced Stock Fund 1,600,059 1,446,093 153,966
Fidelity Investments Intermediate Bond Fund 2,700,319 2,740,523 (40,204)
Fidelity Investments Scientific-Atlanta Common Stock Fund 41,526,837 32,835,145 8,691,692
</TABLE>
(a) Represents individual 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, 1997.
The accompanying notes are an integral part of this schedule.
F-10
<PAGE>
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, 1998 By: Scientific-Atlanta, Inc.
Employee Benefit Committee
By: /s/ Brian C. Koenig
-------------------
Name: Brian C. Koenig
Title: Senior Vice President, Human
Resources
EXHIBIT INDEX
EX-23 Consent of Arthur Andersen LLP
<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, 1998
