<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, 1998
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
Scientific-Atlanta, Inc.
Voluntary Employee Retirement
and Investment Plan and Trust
Financial Statements and Schedules
as of December 31, 1998 and 1997
Together with Auditors' Report
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits--December 31, 1998 and
1997
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--
December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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, 1998 and 1997 and the related
statement of changes in net assets available for plan benefits, with fund
information, for the year ended December 31, 1998. 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, 1998 and 1997 and the changes in its net assets
available for plan benefits for the year ended December 31, 1998, 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 LLP
Atlanta, Georgia
June 18, 1999
<PAGE>
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
ASSETS:
Participant-directed investments, at market value
(Notes 1 and 2):
Fidelity Retirement Money Market Fund $ 24,656,889 $ 13,372,020
Fidelity Intermediate Bond Fund 8,879,181 6,946,701
Fidelity Equity Income Fund 33,253,457 32,615,892
Fidelity Spartan U.S. Equity Index Fund 25,423,649 18,593,881
Fidelity Magellan Fund 39,564,981 29,163,005
Fidelity Puritan Fund 3,707,966 2,724,374
Fidelity Low-Priced Stock Fund 7,863,603 9,546,853
Fidelity Scientific-Atlanta Common Stock Fund 39,092,320 27,187,048
Founders Growth Fund 4,794,840 2,270,674
Templeton Foreign Fund I 2,191,724 3,038,447
Participant loans receivable 3,818,954 3,497,077
------------ ------------
Total investments 193,247,564 148,955,972
Receivables:
Employer's contribution 1,669,953 1,160,091
Participants' contributions 0 393,640
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $194,917,517 $150,509,703
============ ============
</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, 1998
<TABLE>
<CAPTION>
Participant-Directed Investments
----------------------------------------------------------
Fidelity Fidelity Fidelity
Retirement Fidelity Equity Spartan U.S.
Money Intermediate Income Equity
Market Fund Bond Fund Fund Index Fund
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments $ 0 $ 72,320 $ 1,489,842 $ 4,520,424
Dividends and Interest 897,659 446,383 1,926,662 491,193
----------- ---------- ----------- -----------
897,659 518,703 3,416,504 5,011,617
----------- ---------- ----------- -----------
CONTRIBUTIONS:
Participants 872,013 577,201 2,207,005 1,803,105
Employer 0 0 0 0
Rollover deposits 386,833 108,333 67,735 206,285
----------- ---------- ----------- -----------
1,258,846 685,534 2,274,740 2,009,390
----------- ---------- ----------- -----------
Total additions 2,156,505 1,204,237 5,691,244 7,021,007
PAYMENTS TO PARTICIPANTS (3,127,205) (515,953) (2,666,423) (1,638,224)
ADMINISTRATIVE EXPENSES (3,657) (1,420) (6,887) (3,978)
INTERFUND TRANSFERS 12,259,226 1,245,616 (2,380,369) 1,450,963
----------- ---------- ----------- -----------
NET INCREASE (DECREASE) 11,284,869 1,932,480 637,565 6,829,768
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 13,372,020 6,946,701 32,615,892 18,593,881
----------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $24,656,889 $8,879,181 $33,253,457 $25,423,649
=========== ========== =========== ===========
<CAPTION>
-------------------------------
Fidelity Fidelity
Magellan Puritan
Fund Fund
------------ -----------
<S> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments $ 7,376,599 $ 119,339
Dividends and Interest 1,814,420 372,666
------------ -----------
9,191,019 492,005
CONTRIBUTIONS: ------------ -----------
Participants 2,618,848 439,150
Employer 0 0
Rollover deposits 266,854 84,939
------------ -----------
2,885,702 524,089
------------ -----------
Total additions 12,076,721 1,016,094
PAYMENTS TO PARTICIPANTS (2,302,860) (225,966)
ADMINISTRATIVE EXPENSES (8,545) (1,066)
INTERFUND TRANSFERS 636,660 194,530
------------ -----------
NET INCREASE (DECREASE) 10,401,976 983,592
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 29,163,005 2,724,374
------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 39,564,981 $ 3,707,966
============ ===========
</TABLE>
<PAGE>
Page 2 of 2
<TABLE>
<CAPTION>
Participant-Directed Investments
--------------------------------------------------------------
Fidelity Fidelity Scientific- Founders Templeton
Low-Priced Atlanta Common Growth Foreign
Stock Fund Stock Fund Fund Fund I
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments $ (850,600) $ 18,081,518 $ 361,464 $ (443,594)
Dividends and interest 726,323 0 235,931 233,697
----------- ------------ ----------- -----------
(124,277) 18,081,518 597,395 (209,897)
----------- ------------ ----------- -----------
CONTRIBUTIONS:
Participants 1,143,199 943,317 538,026 428,385
Employer 0 5,253,285 0 0
Rollover deposits 72,433 64,195 139,683 10,984
----------- ------------ ----------- -----------
1,215,632 6,260,797 677,709 439,369
----------- ------------ ----------- -----------
Total additions 1,091,355 24,342,315 1,275,104 229,472
PAYMENTS TO PARTICIPANTS (676,246) (1,418,346) (254,075) (394,129)
ADMINISTRATIVE EXPENSES (4,901) (47,249) (7,297) (6,773)
INTERFUND TRANSFERS (2,093,458) (10,971,448) 1,510,434 (675,293)
----------- ------------ ----------- -----------
NET INCREASE (DECREASE) (1,683,250) 11,905,272 2,524,166 (846,723)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 9,546,853 27,187,048 2,270,674 3,038,447
----------- ------------ ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 7,863,603 $ 39,092,320 $ 4,794,840 $ 2,191,724
=========== ============ =========== ===========
<CAPTION>
Participant
Loans
Receivable Other Total
---------- ---------- ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments $ 0 $ 0 $ 30,727,312
Dividends and interest 326,050 0 7,470,984
---------- ---------- ------------
326,050 0 38,198,296
---------- ---------- ------------
CONTRIBUTIONS:
Participants 0 0 11,570,249
Employer 0 1,669,953 6,923,238
Rollover deposits 0 0 1,408,274
---------- ---------- ------------
0 1,669,953 19,901,761
---------- ---------- ------------
Total additions 326,050 1,669,953 58,100,057
PAYMENTS TO PARTICIPANTS (381,043) 0 (13,600,470)
ADMINISTRATIVE EXPENSES 0 0 (91,773)
INTERFUND TRANSFERS 376,870 (1,553,731) 0
---------- ---------- ------------
NET INCREASE (DECREASE) 321,877 116,222 44,407,814
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,497,077 1,553,731 150,509,703
---------- ---------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $3,818,954 $1,669,953 $194,917,517
========== ========== ============
</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, 1998 AND 1997
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
<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 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 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, 1998
and 1997 were 2,912,989 and 2,673,260, respectively. The unit value at
December 31, 1998 and 1997 was $13.42 and $10.17, respectively.
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.
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.
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) 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.
<PAGE>
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 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. The interest rate on participant loans issued during
plan years 1998 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
<PAGE>
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. DISPOSAL OF MICROWAVE INSTRUMENTATION BUSINESS UNIT
In November 1997, the Company disposed of the microwave instrumentation
business unit. During 1998, assets of $505,722 were transferred out of the
Plan and into another account held by the Plan's trustee at the election of
certain participants. These transfers have been accounted for as payments to
participants in the accompanying statement of changes in net assets
available for plan benefits.
7. TRUST AGREEMENT
At December 31, 1998, 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.
8. INVESTMENTS
The following table presents the fair values of investments that represent
5% or more of the Plan's total investments for the years ended December 31,
1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Fidelity Retirement Money Market Fund $24,656,889 $13,372,020
Fidelity Equity Income Fund 33,253,457 32,615,892
Fidelity Spartan U.S. Equity Index Fund 25,423,649 18,593,881
Fidelity Magellan Fund 39,564,981 29,163,005
Fidelity Low-Priced Stock Fund 7,863,603 9,546,853
Fidelity Scientific-Atlanta Common Stock
Fund 39,092,320 27,187,048
</TABLE>
<PAGE>
SCHEDULE I
SCIENTIFIC-ATLANTA, INC.
VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Face
Amount
Identity of Issuer Investment Description or Shares Cost Current Value
-------------------- ---------------------------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
* Fidelity Investments Retirement Money Market Fund 24,656,889 $ 24,656,889 $ 24,656,889
* Fidelity Investments Intermediate Bond Fund 864,575 8,866,773 8,879,181
* Fidelity Investments Equity Income Fund 598,622 24,701,852 33,253,457
* Fidelity Investments Spartan U.S. Equity Index Fund 578,336 17,288,088 25,423,649
* Fidelity Investments Magellan Fund 327,470 28,502,687 39,564,981
* Fidelity Investments Puritan Fund 184,752 3,481,868 3,707,966
* Fidelity Investments Low-Priced Stock Fund 344,140 7,810,689 7,863,603
* Fidelity Investments Scientific-Atlanta Common Stock Fund 2,912,989 29,016,143 39,092,320
Founders Management Founders Growth Fund 234,926 4,485,214 4,794,840
Franklin Templeton Templeton Foreign Fund I 261,231 2,657,932 2,191,724
* The Plan Participant loans (interest rate at 9.25%) 3,818,954 3,818,954
------------ -------------
Total Investments $155,287,089 $ 193,247,564
============ =============
</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 (a)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
------------------------- --------------------------------------
Identity of Number of Purchase Number of Selling Cost of
Party Involved Description of Asset Transactions Price Transactions Price Asset
-------------------- ---------------------------- ------------ ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
* Fidelity Investments Retirement Money Market Fund 249 $48,817,956 243 $37,533,088 $37,533,088
* Fidelity Investments Intermediate Bond Fund 224 5,911,118 178 4,050,957 4,041,022
* Fidelity Investments Equity Income Fund 250 12,053,776 236 12,906,053 11,317,503
* Fidelity Investments Spartan U.S. Equity Index Fund 246 13,475,842 233 11,166,498 9,955,098
* Fidelity Investments Magellan Fund 252 15,980,872 240 12,955,495 11,959,687
* Fidelity Investments Low-Priced Stock Fund 224 3,962,972 192 4,795,622 4,730,643
* Fidelity Investments Scientific-Atlanta Common Stock Fund 251 51,846,185 246 57,513,006 48,626,539
Founders Management Growth Fund 215 4,917,321 146 2,754,618 2,868,286
<CAPTION> -----------
Identity of Net
Party Involved Description of Asset Gain (Loss)
-------------------- ---------------------------- -----------
<S> <C> <C> <C>
* Fidelity Investments Retirement Money Market Fund $ 0
* Fidelity Investments Intermediate Bond Fund 9,935
* Fidelity Investments Equity Income Fund 1,588,550
* Fidelity Investments Spartan U.S. Equity Index Fund 1,211,400
* Fidelity Investments Magellan Fund 995,808
* Fidelity Investments Low-Priced Stock Fund 64,979
* Fidelity Investments Scientific-Atlanta Common Stock Fund 8,886,467
Founders Management Growth Fund (113,668)
</TABLE>
* Indicates a party in interest.
(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,
1998.
The accompanying notes are an integral part of this schedule.
<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 28, 1999 By: Scientific-Atlanta, Inc.
Employee Benefit Committee
By: /s/ Brian C. Koenig
-------------------
Name: Brian C. Koenig
Title: Senior Vice President, Human
Resources
EXHIBIT INDEX
Exhibit 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 24, 1999
