SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 29, 2000
-------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________________
Commission file number 1-5517
SCIENTIFIC-ATLANTA, INC.
(Exact name of Registrant as specified in its charter)
Georgia 58-0612397
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5030 Sugarloaf Parkway
Lawrenceville, Georgia 30042-5447
(Address of principal executive offices) (Zip Code)
770-236-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ---
---
As of January 26, 2001, Scientific-Atlanta, Inc. had outstanding
161,420,386 shares of common stock.
PART I - FINANCIAL INFORMATION
SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended Six Months Ended
---------------------------------- -----------------------------------
December 29, December 31, December 29, December 31,
2000 1999 2000 1999
---------------- --------------- --------------- ----------------
SALES $ 631,430 $ 372,721 $ 1,228,670 $ 722,040
--------- ---------- ----------- ---------
COSTS AND EXPENSES
Cost of sales 436,984 263,512 857,075 512,883
Sales and administrative 57,170 42,260 108,409 81,366
Research and development 38,600 29,508 73,309 57,840
Interest expense 87 - 194 286
Interest income (10,350) (4,117) (19,343) (7,750)
Other (income) expense, net 1,752 (6,117) (74,679) (6,337)
--------- ---------- ----------- ---------
Total costs and expenses 524,243 325,046 944,965 638,288
--------- ---------- ----------- ---------
EARNINGS BEFORE MINORITY
INTEREST AND INCOME TAXES 107,187 47,675 283,705 83,752
MINORITY INTEREST 89 - 48 -
--------- ---------- ----------- ---------
EARNINGS BEFORE INCOME TAXES 107,276 47,675 283,753 83,752
PROVISION (BENEFIT) FOR
INCOME TAXES
Current 44,368 16,185 109,595 20,781
Deferred (7,894) (1,882) (9,927) 4,345
--------- ---------- ----------- ---------
NET EARNINGS $ 70,802 $ 33,372 $ 184,085 $ 58,626
========= ========== =========== =========
EARNINGS PER COMMON SHARE
BASIC $ 0.44 $ 0.21 $ 1.15 $ 0.37
========= ========== =========== =========
DILUTED $ 0.42 $ 0.20 $ 1.09 $ 0.36
========= ========== =========== =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
BASIC 161,167 157,506 160,731 156,618
========= ========== =========== =========
DILUTED 167,247 163,616 168,115 162,474
========= ========== =========== =========
DIVIDENDS PER SHARE PAID $ 0.01 $ 0.0075 $ 0.02 $ 0.015
========= ========== =========== =========
SEE ACCOMPANYING NOTES
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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(UNAUDITED)
In Thousands
----------------------------------------
December 29, June 30,
2000 2000
--------------- ---------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 447,560 $ 462,496
Short-term investments 130,395 60,628
Receivables, less allowance for doubtful
accounts of $5,334,000 at December 29
and $4,134,000 at June 30 498,852 333,242
Inventories 234,514 209,916
Deferred income taxes 49,489 49,681
Other current assets 61,155 34,671
---------- ----------
TOTAL CURRENT ASSETS 1,421,965 1,150,634
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, at cost
Land and improvements 20,677 20,248
Buildings and improvements 64,118 40,915
Machinery and equipment 250,520 214,295
---------- ----------
335,315 275,458
Less - Accumulated depreciation and amortization 114,845 96,209
---------- ----------
220,470 179,249
---------- ----------
GOODWILL AND OTHER INTANGIBLE ASSETS 33,684 7,475
---------- ----------
NON-CURRENT MARKETABLE SECURITIES 61,813 381,983
---------- ----------
OTHER ASSETS 76,479 60,119
---------- ----------
TOTAL ASSETS $1,814,411 $1,779,460
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 298 $ 386
Accounts payable 229,594 212,111
Accrued liabilities 144,453 149,402
Income taxes currently payable 44,667 18,264
---------- ----------
TOTAL CURRENT LIABILITIES 419,012 380,163
---------- ----------
LONG-TERM DEBT, less current maturities - 102
---------- ----------
DEFERRED INCOME TAXES - 114,428
OTHER LIABILITIES 86,644 69,807
---------- ----------
MINORITY INTEREST 5,697 -
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock, authorized 50,000,000 shares;
no shares issued - -
Common stock, $0.50 par value, authorized
350,000,000 shares; issued 167,057,280 shares at
December 29 and 159,971,077 shares at June 30 81,029 79,986
Additional paid-in capital 455,562 339,649
Retained earnings 788,688 607,822
Accumulated other comprehensive income, net of taxes of
$15,106,000 at December 29 and $135,538,000 at June 30 24,648 221,141
---------- ----------
1,349,927 1,248,598
Less - Treasury stock, at cost (837,118 shares at December 29 and
651,805 shares at June 30) 46,869 33,638
---------- ----------
1,303,058 1,214,960
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,814,411 $1,779,460
========== ==========
SEE ACCOMPANYING NOTES
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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Six Months Ended
----------------
December 29, December 31,
2000 1999
-------------- --------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (51,245) $ 58,780
----------- ----------
INVESTING ACTIVITIES:
Proceeds from the sale of investments 84,158 8,719
Purchases of property, plant, and equipment (66,831) (28,607)
Investments (9,000) (13,100)
Acquisition of businesses (2,529) (7,697)
Proceeds from the sale of certain assets of a business unit - 3,259
Other 62 175
----------- ----------
Net cash provided (used) by investing activities 5,860 (37,251)
----------- ----------
FINANCING ACTIVITIES:
Issuance of common stock 33,858 28,437
Dividends paid (3,219) (2,356)
Principal payments on long-term debt (190) (111)
----------- ----------
Net cash provided by financing activities 30,449 25,970
----------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (14,936) 47,499
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 462,496 300,454
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 447,560 $ 347,953
=========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest $ 164 $ 246
=========== ==========
Income taxes, net $ 26,551 $ 8,977
=========== ==========
Non-cash investing activities:
Net assets of business acquired for subsidiary stock:
Fair value of assets, including goodwill $ 30,024 $ -
Liabilities assumed $ 8,086 $ -
SEE ACCOMPANYING NOTES
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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended Six Months Ended
------------------ ----------------
December 29, December 31, December 29, December 31,
2000 1999 2000 1999
-------------- -------------- ------------ -------------
NET EARNINGS $ 70,802 $ 33,372 $ 184,085 $ 58,626
OTHER COMPREHENSIVE
INCOME (LOSS), NET OF TAX/(1)/
Unrealized gains (losses) on
marketable securities, net (80,368) 6,949 (195,847) 16,673
Retirement plans minimum
liability adjustment - - (416) (828)
Foreign currency translation
adjustments 809 (670) (230) (907)
---------- ---------- ----------- ----------
COMPREHENSIVE INCOME (LOSS) $ (8,757) $ 39,651 $ (12,408) $ 73,564
========== ========== =========== ==========
/(1)/Assumed 38 percent tax rate in fiscal years 2001 and 2000.
SEE ACCOMPANYING NOTES
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NOTES:
(Amounts in thousands, except share data).
A. The accompanying consolidated financial statements include the
accounts of Scientific-Atlanta and all subsidiaries after elimination
of all material intercompany accounts and transactions. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. These condensed
financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in our
fiscal year 2000 Annual Report on Form 10-K. The financial information
presented in the accompanying statements reflects all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the periods indicated. All such adjustments are of a
normal recurring nature.
B. Basic earnings per share were computed based on the weighted average
number of shares of common stock outstanding. Diluted earnings per
share were computed based on the weighted average number of
outstanding common shares and potentially dilutive shares. Earnings
per share for fiscal year 2000 have been restated to reflect the 2-
for-1 stock split in March 2000.
Basic and diluted earnings per share are as follows:
Three Months Ended December 29, 2000 Three Months Ended December 31, 1999
------------------------------------ ------------------------------------
Net Per Share Net Per Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
Basic earnings per common share:
Net earnings $ 70,802 161,167 $ 0.44 $ 33,372 157,506 $ 0.21
Diluted earnings per common share:
Net earnings $ 70,802 167,247 $ 0.42 $ 33,372 163,616 $ 0.20
-------- ------- ------- -------- ------- -------
Effect of dilutive stock options $ - 6,080 $ (0.02) $ - 6,110 $ (0.01)
======== ======= ======= ======== ======= =======
Six Months Ended December 29, 2000 Six Months Ended December 31, 1999
---------------------------------- ----------------------------------
Net Per Share Net Per Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
Basic earnings per common share:
Net earnings $184,085 160,731 $ 1.15 $ 58,626 156,618 $ 0.37
Diluted earnings per common share:
Net earnings $184,085 168,115 $ 1.09 $ 58,626 162,474 $ 0.36
-------- ------- ------- -------- ------- -------
Effect of dilutive stock options $ - 7,384 $ (0.06) $ - 5,856 $ (0.01)
======== ======= ======= ======== ======= =======
The following information pertains to options to purchase shares of common stock
which were not included in the computation of diluted earnings per common share
because the option's exercise price was greater than the average market price of
the common shares and inclusion of the options in the earnings per share
calculation would have been anti-dilutive:
December 29, December 31,
2000 1999
------------ ------------
Number of options outstanding 2,018 122
Weighted average exercise price $ 63.570 $ 30.226
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C. Inventories consist of the following: December 29, June 30,
2000 2000
------------ --------
Raw materials and work-in-process $ 182,793 $ 163,969
Finished goods 51,721 45,947
--------- ---------
Total inventory $ 234,514 $ 209,916
========= =========
D. We acquired 42,770 and 17,397 shares of our common stock during the
six months ended December 29, 2000 and December 31, 1999,
respectively, from the payment in stock rather than cash by employees
of tax withholdings on restricted stock which vested. During the six
months ended December 29, 2000, we also acquired an additional 138,188
shares of common stock from the deferral of the payment of restricted
stock which vested.
E. Other (income) expense of $1,752 for the quarter ended December 29,
2000 was comprised primarily of losses related to foreign currency
translation and the disposition of assets. Other (income) expense for
the six months ended December 29, 2000 included a gain of $78,757 from
the sale of a portion of our investment in Bookham Technology plc,
formerly Bookham Technology Limited, a UK-based developer and supplier
of optical components. This gain was partially offset by other
miscellaneous expenses. Other (income) expense for the quarter ended
December 31, 1999 included a $5,780 gain from the sale of a portion of
our investment in WorldGate Communications, Inc, partially offset by
other miscellaneous expenses. Included in other (income) expense for
the six months ended December 31, 1999 was a $1,500 gain realized upon
the sale of certain assets from our former Control Systems business
unit.
F. During the six months ended December 29, 2000 Scientific-Atlanta
invested $7,000 in Alloptic, Inc., a US-based developer of high speed
fiber optic solutions for access networks. During the six months ended
December 31, 1999 we invested $13,100 in Bookham Technology plc, as
well as in certain assets of an optics business for a cash payment of
$7,697.
G. In July 2000, PowerTV, Inc., a majority-owned subsidiary of
Scientific-Atlanta, acquired 100 percent of the outstanding stock of
PRASARA Technologies, Inc. for shares of PowerTV common stock and
$2,609 in cash. PRASARA provides business and technical solutions to
the telecommunications industry, including development, installation,
maintenance, and operation of interactive television technology. The
acquisition was accounted for under the purchase method of accounting
and, accordingly, the acquired assets and liabilities were recorded at
their estimated fair value at the date of acquisition. The purchase
price has been allocated to the assets acquired and liabilities
assumed, including $30,024 of goodwill and other intangibles.
H. During fiscal year 2000, we operated in two reportable business
segments: Broadband and Satellite. The Broadband segment consists of
subscriber and transmission systems, and the Satellite segment
consisted of satellite network and satellite television network
systems, which is now known as the Media Networks business of
Scientific-Atlanta. On April 25, 2000, ViaSat, Inc. acquired our
satellite network business, which constituted a substantial part of
our satellite business. We retained our Media Networks business, which
provides content distribution networks and is now part of our
Broadband segment. We now operate only in the Broadband segment.
I. We adopted the Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities" in the
first quarter of fiscal year 2001. Under Statement 133, as amended by
Statement 138, every derivative instrument is recorded in the balance
sheet as either an asset or a liability measured at its fair value.
Changes in the derivative instrument's fair value must be recognized
currently in earnings unless specific hedge accounting criteria are
met. The adoption of this statement has not had a material impact on
our results of operations or financial condition.
7 of 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
- -------------------
Scientific-Atlanta had stockholders' equity of $1.3 billion and cash on
hand was $447.5 million at December 29, 2000. Cash decreased $14.9 million from
June 30, 2000 as increases in accounts receivable and inventory and expenditures
for buildings and equipment exceeded cash generated from earnings, the sale of a
portion of our investment in Bookham Technology plc and the proceeds from stock
option exercises. The increase in accounts receivable is primarily due to a
higher mix of customers at December 29, 2000 with payment terms in excess of our
average as compared to prior periods. Inventory turns improved to 7.5 for the
quarter ended December 29, 2000 from 5.7 for fiscal year 2000.
In July 2000, PowerTV, Inc., a majority-owned subsidiary of Scientific-
Atlanta, acquired 100 percent of the outstanding stock of PRASARA Technologies
Inc. for shares of PowerTV common stock and $2.6 million in cash. PRASARA
provides business and technical solutions to the telecommunications industry
including development, installation, maintenance, and operation of interactive
television technology. The acquisition was accounted for under the purchase
method of accounting and, accordingly, the acquired assets and liabilities were
recorded at their estimated fair value at the date of acquisition. The purchase
price has been allocated to the assets acquired and liabilities assumed,
including $30.0 million of goodwill and other tangibles.
The current ratio of Scientific-Atlanta was 3.4:1 at December 29, 2000, up
from 3.0:1 at June 30, 2000. At December 29, 2000, total debt was $0.3 million
or less than one percent of total capital invested. We believe that funds
generated from operations, existing cash balances and our available senior
credit facility will be sufficient to support growth and planned expansion of
manufacturing capacity.
RESULTS OF OPERATIONS
- ---------------------
Sales for the quarter ended December 29, 2000 were $631.4 million, up 69
percent over the prior year, driven by the rapid acceleration in the deployment
of digital interactive systems by our customers. We shipped over 1.1 million
digital interactive set-tops during the quarter as compared to 0.3 million in
the prior year. Sales of transmission products increased by 10 percent with
growth across most product areas, particularly opto-electronics and analog
headend products which increased 61 percent and 46 percent year-over-year,
respectively. International sales in the quarter ended December 29, 2000
decreased 10 percent over the prior year. The decrease in international sales
was primarily the result of the sale of our satellite network business, which
relied significantly on international markets, in the fourth quarter of fiscal
year 2000. International sales excluding satellite networks were flat year-over-
year.
Sales for the six months ended December 29, 2000 were $1.2 billion, up 70
percent over the prior year, driven by the rapid acceleration in the deployment
of digital interactive systems by our customers. We shipped over 2.1 million
digital interactive set-tops during the six months ended December 29, 2000
versus 0.5 million in the same period a year ago. The increase in shipments
year-over-year is a reflection of the strong demand for our digital set-top
products and our increase in manufacturing capacity for such products. Sales of
our transmission products increased by 18 percent for the six months ended
December 29, 2000, driven by growth across most product areas, particularly
opto-electronics and analog headend products.
We recently announced plans to increase production capacity of the
Explorer(R) digital interactive set-tops to 6 million per year, 1.5 million per
quarter, by the end of the third fiscal quarter.
During fiscal year 2000, we operated in two reportable business segments:
Broadband and Satellite. The Broadband segment consists of subscriber and
transmission systems, and the Satellite segment consisted of satellite network
and satellite television network systems, which is now known as the Media
Networks business of Scientific-Atlanta. On April 25, 2000, ViaSat, Inc.
acquired our satellite network business, which constituted a substantial part of
our satellite business. We retained our Media Networks business, which provides
content distribution networks and is now part of our Broadband segment. We now
operate only in the Broadband segment.
Gross margins were 30.8 percent and 30.2 percent for the quarter and six
months ended December 29, 2000, 1.5 percentage points and 1.2 percentage points,
respectively, higher than the comparable periods for the prior year, reflecting
the benefit of continuing negotiated procurement savings and manufacturing
efficiencies. In addition, revenue from manufacturing licenses and digital
headend equipment, which have a higher gross margins than Scientific-Atlanta's
average, increased.
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Research and development costs were $38.6 million and $73.3 million for the
quarter and six months ended December 29, 2000, respectively, or 6 percent of
sales in each period. Research development costs increased 31 percent and 27
percent respectively, over the comparable quarter and six month period of the
prior year. This reflects our continued investment in research and development
programs which are focused on the development of applications and enhancements
to our interactive broadband networks. Scientific-Atlanta continues to invest in
research and development programs to support existing products as well as future
potential products for our customer base.
Selling and administrative expenses were $57.2 million and $108.4 million
for the quarter and six months ended December 29, 2000, respectively, an
increase of 35 percent and 33 percent, respectively, over the comparable periods
for the prior year. The increase in expenses is related to the high volume of
sales, improved profitability, higher professional fees, increase in headcount
and the increase in the amortization expense of intangible assets related to the
acquisition of PRASARA.
Other (income) expense of $1.8 million for the quarter ended December 29,
2000 was comprised primarily of losses related to foreign currency translation
and the disposition of assets. Other (income) expense for the six months ended
December 29, 2000 included a gain of $78.8 million from the sale of a portion of
our investment in Bookham Technology plc. This gain was partially offset by
other miscellaneous expenses. Other (income) expense for the quarter ended
December 31, 1999 included a $5.8 million gain from the sale of a portion of our
investment in WorldGate Communications, Inc., partially offset by other
miscellaneous expenses. Included in other (income) expense for the six months
ended December 31, 1999 was a $1.5 million gain realized upon the sale of
certain assets from our former Control Systems business unit.
Earnings before income taxes were $107.3 million and $283.8 million for the
quarter and six months ended December 29, 2000, respectively, up $59.6 million
or 125 percent and $200 million or 239 percent, respectively, over the
comparable periods for the prior year. Significantly higher sales volumes,
improved gross margins, slower operating expense growth as a percent of sales
and the $78.8 million gain from the sale of a portion of our investment in
Bookham were the primary factors in the year-over-year increase.
Our effective income tax rate was 34.0 percent and 35.1 percent for the
quarter and six months ended December 29, 2000, respectively, up from 30 percent
in the comparable periods of the prior year. The increase is due to the impact
on the tax rate from research and development credits which has been diminished
with higher levels of pretax earnings, as well as higher taxes to be paid on the
gains from the sale of investments.
Net earnings for the quarter and six months ended December 29, 2000 were
$70.8 million and $184.1 million, respectively, compared to $33.4 million and
$58.6 million, respectively, in the comparable periods for the prior year.
Higher sales volume, higher gross margins as a percent of sales, lower operating
expenses as a percent of sales and a gain from the sale of a portion of our
investment in Bookham were the primary factors in the year-over-year increase.
***
Shipments of the WebSTAR(TM) cable modem began in January, and will
continue during the quarter. Shipments are proceeding prior to final DOCSIS
certification because no operational or interoperability issues were identified
by the CableLabs DOCSIS testing process. With a simple software change, we were
able to correct the feature discrepancy reported to us by the DOCSIS
Certification Board. We submitted the WebSTAR cable modem with this software
change to CableLabs in January 2001 for the next full wave of DOCSIS
certification testing.
We previously announced that we expected the trials of the new Kodak
Picture channel service to begin during the first quarter of calendar year 2001.
We now expect that such trials will begin during the second quarter of calendar
year 2001.
The Explorer 6000 Digital Home Communications Terminal ("DHCT") was
designed to accommodate Windows CE, a second operating system being developed by
Microsoft Corporation. Shipments of the Explorer 6000 DHCT are highly dependent
on the availability and demand for Windows CE. In addition, although personal
video recorder ("PVR") hardware was originally planned for inclusion in the
Explorer 6000 DHCT, we have not included it in the Explorer 6000 DHCT due to the
lack of customer interest in having such technology in the Explorer 6000 DHCT.
However, we are including PVR technology in the Explorer 8000 DHCT, which is
currently under development.
Explorer is a registered trademark of Scientific-Atlanta, Inc.
WebSTAR is a trademark of Scientific-Atlanta, Inc.
9 of 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
- ------- -----------------------------------------------------------
Scientific-Atlanta enters into foreign exchange forward contracts to hedge
certain firm commitments and assets denominated in currencies other than the
U.S. dollar. These contracts are for periods consistent with the exposure being
hedged and generally have maturities of one year or less. To qualify as a hedge,
the item to be hedged must expose us to inventory pricing or asset devaluation
risk and the related contract must reduce that exposure and be designated by
Scientific-Atlanta as a hedge. Our foreign exchange forward contracts do not
significantly subject our results of operations to risk due to exchange rate
fluctuations because gains and losses on these contracts generally offset losses
and gains on the exposure being hedged. We do not enter into any foreign
exchange forward contracts for speculative trading purposes. If a foreign
exchange forward contract did not meet the criteria for a hedge, we would
recognize unrealized gains and losses as they occur.
Firmly committed purchase and related derivative contracts through October 2001
are as follows:
Canadian
Dollar
---------------------
(In thousands, except
per dollar amounts)
Firmly committed purchases
contracts 16,850
Notional amount of forward
exchange contracts 16,850
Average contract amount
(Foreign currency/
United States dollar) 1.51
Scientific-Atlanta has no derivative exposure beyond October 2001.
10 of 11
PART II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
The following information is furnished with respect to matters
submitted to a vote of security holders through the solicitation of
proxies:
(a) The matters described below were submitted to a vote of security
holders at the Annual Meeting of Shareholders held on November
8, 2000.
(b) Election of directors:
Votes For Withhold Authority
----------- ------------------
James V. Napier 133,834,530 1,559,255
David J. McLaughlin 133,849,738 1,544,047
Sam Nunn 133,679,715 1,714,070
Marion H. Antonini, David W. Dorman, James F. McDonald, William
E. Kassling and Mylle Bell Mangum continue as directors.
(c)(i) Approval of the amended and restated Deferred Compensation
Plan for Non Employee Directors
Votes For Votes Against Abstain
------------------- ------------------ ------------------
132,656,864 1,890,164 846,756
(ii) Ratification of the selection of Arthur Andersen LLP as
independent auditors for fiscal year ending June 29, 2001
Votes For Votes Against Abstain
------------------- ------------------ ------------------
134,713,698 180,691 499,395
Item 6. Exhibits and Reports on Form 8-K.
- ------
(a) Exhibits.
Exhibit No. Description
---------- -----------
99 Cautionary Statements
(b) No reports on Form 8-K were filed during the quarter ended
December 29, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SCIENTIFIC-ATLANTA, INC.
------------------------
(Registrant)
Date: February 9, 2001 By: /s/ Wallace G. Haislip
---------------------- -----------------------
Wallace G. Haislip
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and duly
authorized signatory of the Registrant)
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SCIENTIFIC-ATLANTA, INC
EXHIBIT INDEX
Exhibit No. Description
99 Cautionary Statements