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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 28, 2003

OR

For the transition period from                                      to                                     

Commission file number 1-5517

SCIENTIFIC-ATLANTA, INC.

(Exact name of Registrant as specified in its charter)

770-236-5000

(Registrant’s telephone number, including area code)

Indicate by check x 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 ¨

Indicate by check mark x whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

As of April 25, 2003, Scientific-Atlanta, Inc. had outstanding 148,991,442 shares of common stock.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

SEE ACCOMPANYING NOTES

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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

SEE ACCOMPANYING NOTES

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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

SEE ACCOMPANYING NOTES

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SCIENTIFIC-ATLANTA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

(UNAUDITED)

SEE ACCOMPANYING NOTES

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NOTES:

(Amounts in thousands, except per share data)

Amounts in the Consolidated Statements of Financial Position at June 28, 2002 contained in this Form 10-Q were derived from the Consolidated Statements of Financial Position contained in our fiscal year 2002 Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation. Accruals for warranty obligations exceeding one year and the related deferred income taxes have been reclassified to Other Liabilities from Accrued Liabilities.

Basic and diluted earnings per share are computed as follows:

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 for the three months ended March 28, 2003 and March 29, 2002 because the option’s exercise price was greater than the average market price of the common shares:

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model and resulted in weighted average fair values of $8.05, $14.21, $8.05 and $14.33 with the following weighted average assumptions used for grants in the three months ended March 28, 2003 and March 29, 2002 and the nine months ended March 28, 2003 and March 29, 2002, respectively:

During the nine months ended March 29, 2002, we purchased 7,925 shares of our common stock at an aggregate cost of $183,993 pursuant to a stock buyback program announced in March 2000. During the nine months ended March 29, 2002, we also acquired 112 shares of our common stock from the conversion of the right to receive common stock into the right to receive cash and 56 shares of our common stock from the payment in stock rather than cash by employees of tax withholding on restricted stock that vested during the nine months ended March 29, 2002.

Other (income) expense of $11,771 for the quarter ended March 29, 2002 included losses of $13,762 related to other-than-temporary declines in the market value of investments in privately-held companies and $13,280 from the decline in the market value of a warrant to purchase common stock. These losses were partially offset by gains of $10,575 from a collar

on a warrant to purchase common stock and $6,842 from insurance proceeds. Other (income) expense of $4,541 for the nine months ended March 29, 2002 included gains of $2,920 and $10,686 from the appreciation in the market value of a warrant to purchase common stock and the related collar on the warrant, respectively, a gain of $6,842 from insurance proceeds and losses of $13,762 from the other-than-temporary declines in the market value of investments in privately-held companies.

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During the first quarter of fiscal year 2003, we acquired a portion of the shares held by the minority shareholders of PowerTV, Inc., a majority-owned subsidiary, for $4,580 of cash. The entire purchase price was recorded as goodwill.

During the quarter ended March 29, 2002, Scientific-Atlanta acquired approximately 98 percent of the equity securities of BarcoNet NV, a Belgium based manufacturer of cable television equipment, for a cash payment of $151,850. The remaining equity securities were acquired in April 2002 for a cash payment of $5,624, including acquisition expenses. 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 $117,103 of goodwill and $26,388 of other intangible assets, primarily existing technology, which are being amortized over varying periods of up to seven years. The results of operations of BarcoNet were included in the Consolidated Statements of Earnings from the date of acquisition in January 2002.

The unaudited pro forma summary below presents certain financial information as if the BarcoNet acquisition had occurred as of June 30, 2001. The pro forma results have been prepared for comparative purposes and do not purport to be indicative of what would have occurred had the acquisition been made on the first day of our fiscal year. Additionally, these pro forma results are not indicative of future results.

The loss from discontinued operations resulted from the discontinuance of Internet services activities by BarcoNet in calendar year 2001.

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The following reconciles the beginning restructuring liability at June 28, 2002 to the restructuring liability at March 28, 2003:

We offer extended warranties on certain products. Revenue from these extended warranty agreements is deferred at the time of sale and recognized in future periods according to the terms of the warranty agreement. The warranty liability at March 28, 2003 consisted of $13,501 in Accrued Liabilities and $25,963 in Other Liabilities in the Consolidated Statement of Financial Position.

The following reconciles the beginning warranty liability at June 28, 2002 to the warranty liability at March 28, 2003:

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Scientific-Atlanta had stockholders’ equity of $1.4 billion, and cash on hand was $342.7 million at March 28, 2003. Cash decreased $33.7 million during the nine months ended March 28, 2003. Cash provided by operating activities for the nine months ended March 28, 2003 of $300.1 million included net earnings of $53.0 million, reductions in accounts receivable and inventory of $67.3 million and $95.6 million, respectively, and a federal income tax refund of $32.0 million related to the write-off of accounts receivable from Adelphia Communications Corporation (Adelphia) resulting from its filing for bankruptcy in June 2002. Net cash provided by operating activities also included $54.1 million of non-cash expenses for depreciation and amortization. These were partially offset by reductions in accounts payable and accrued expenses aggregating $46.6 million.

During the nine months ended March 28, 2003, we received a cash payment of $20.8 million from the settlement of a collar on a warrant to purchase shares of common stock of a public company. We also (1) increased short-term investments by $193.7 million, (2) acquired certain assets of the Network Technologies business of the Arris Group for $37.5 million, subject to adjustments, for which an initial cash payment of $30.0 million was made, (3) acquired property, plant and equipment for $19.5 million and (4) acquired a portion of the minority interest of shareholders of a majority-owned subsidiary, PowerTV, Inc., for $4.6 million. We expect to finalize the purchase price adjustments related to the acquisition of certain assets of the Network Technologies business during the quarter ended June 27, 2003. The Network Technologies business includes analog optics, nodes and radio frequency (RF) electronics products.

During the nine months ended March 28, 2003, we also purchased 8.6 million shares of our common stock at an aggregate cost of $104.5 million.

The current ratio of Scientific-Atlanta was 4.5:1 at March 28, 2003, up from 4.1:1 at June 28, 2002. At March 28, 2003, we had debt of $9.6 million, primarily mortgages on facilities we assumed in connection with the acquisition of BarcoNet during fiscal year 2002. We believe that funds generated from operations, existing cash balances and our available senior credit facility will be sufficient to support operations.

RESULTS OF OPERATIONS

Sales for the fiscal quarter ended March 28, 2003 were $382.6 million, down 15 percent from the comparable quarter of the prior year. Sales of subscriber products declined 4 percent from last year’s third quarter to $269.3 million. In the third quarter of fiscal year 2003, we sold 929 thousand Explorer^® digital set-tops, including 106 thousand Explorer 8000 home entertainment servers and 54 thousand high-definition set-tops, as compared to 879 thousand Explorer digital set-tops in the third quarter of the prior year. During the third quarter of fiscal year 2003, we sold 171 thousand WebSTAR^™ cable modems, down from 183 thousand in the comparable period of the prior year.

Sales of transmission products during the third quarter of fiscal year 2003 of $90.6 million declined 38 percent from the prior year. Transmission product sales declined, despite the addition of the businesses acquired from Arris, due to weak transmission related spending in most regions of the world.

During the quarter ended December 27, 2002, we reached an agreement with German cable partner ish GmbH & Co. KG (ish) related to work orders which had been suspended or cancelled during the fourth quarter of fiscal year 2002 and our exposure in accounts receivable and inventory related to ish. As part of this settlement, we received a cash payment of $22.0 million and notes receivable denominated at $19.0 million. In addition, we entered into an agreement to sell these notes receivable for $11.5 million. During the third quarter of fiscal year 2003, we received a cash payment of $12.8 million from the collection of the notes receivable and related accrued interest.

International sales in the third quarter of fiscal year 2003 were $77.3 million, down 5 percent from the prior year. Lower sales of transmission products and services, primarily in Europe, more than offset stronger international sales of subscriber products in Canada and satellite products in the Asia/Pacific region.

Sales for the nine months ended March 28, 2003 were $1,046.2 million, down 18 percent from the prior year. Sales of subscriber products were $693.1 million, down 18 percent from the prior year. We sold approximately 2.3 million digital set-tops during the nine months ended March 28, 2003, down from 2.6 million in the comparable period of the prior year. We sold approximately 461 thousand cable modems, up from approximately 394 thousand in the prior year. Sales of transmission products were $292.2 million, down 23 percent from the prior year.

International sales were $246.6 million, up slightly over the prior year, as the addition of international sales generated by BarcoNet more than offset declines in other areas of the business, particularly international sales of other transmission products.

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Gross margin was 34.1 percent of sales for the three months ended March 28, 2003, 2.9 percentage points lower than the comparable quarter of the prior year. The decline was primarily due to the higher level of shipments of new set-top models that currently have lower gross margins than the company average and lower sales volumes in the third quarter of fiscal 2003 as compared to the prior year. These items more than offset the benefit of cost reductions through procurement and the completion of the transfer of our Atlanta, Georgia manufacturing operations to Juarez, Mexico in the fourth quarter of fiscal year 2002.

Gross margin was 33.9 percent of sales for the nine months ended March 28, 2003, 0.3 percentage points lower than the prior year. The year-over-year decline was due to the same factors that affected the third quarter decline discussed above.

Sales and administrative expenses were $46.5 million and $141.5 million for the three and nine months ended March 28, 2003, respectively. Selling expenses in the three and nine months ended March 28, 2003 were lower than the prior year due to the impact of the restructurings announced in October 2001 and August 2002 and to the lower sales volume, which more than offset the addition of BarcoNet’s selling expenses in fiscal year 2003. Administrative expenses for the three months ended March 28, 2003 were lower than the prior year due primarily to the restructurings discussed below. Administrative expenses for the nine months ended March 28, 2003 were higher than the comparable period of the prior year due to higher amortization expense of intangible assets established with the acquisition of BarcoNet and certain assets of Arris and the addition of administrative expenses from BarcoNet.

Research and development expenses for the three and nine months ended March 28, 2003 were $35.7 million and $112.4 million, respectively. Research and development expenses for the three months ended March 28, 2003 were lower than the prior year due primarily to the restructurings discussed below. Research and development expenses for the nine months ended March 28, 2003 were higher than the comparable period of the prior year due primarily to research and development expenses at BarcoNet, offset in part by expense reductions related to the restructurings discussed below. Research and development efforts are focused on advanced models of digital set-tops, network software enhancements and upgrades, data products, satellite products and transmission products.

In August 2002, we announced a reduction of our workforce by 400 positions, or approximately 6 percent of our total workforce, to align our costs with reduced sales levels. The workforce reduction was substantially completed by December 27, 2002. The positions eliminated were from manufacturing, engineering, marketing, sales, service and administrative functions. The restructuring also included the consolidation of certain office and manufacturing facilities. In addition, during the third quarter of fiscal year 2003, we reduced our workforce by approximately 120 positions, primarily in sales and other functions within the transmission business, and will reduce our workforce by an additional 30 positions in the fourth quarter of fiscal year 2003. As a result of these actions in fiscal year 2003 and an earlier restructuring announced in October 2001, we recorded restructuring charges of $3.6 million and $14.8 million, primarily for severance, during the three and nine months ended March 28, 2003, respectively. We anticipate recording additional charges related to these restructurings that will total approximately $3 million in the fourth quarter of fiscal year 2003.

Interest expense was $0.7 million for the nine months ended March 28, 2003, up $0.1 million from the same period of the prior fiscal year. The year-over-year increase was due to the debt we assumed from BarcoNet as a result of the acquisition.

Other (income) expense for the quarter ended March 28, 2003 included $6.8 million of losses from the other-than-temporary declines in the market value of investments in privately-held companies and marketable securities. Other (income) expense for the nine months ended March 28, 2003 included losses of $17.9 million from other-than-temporary declines in the market value of investments in privately-held companies and marketable securities and $3.3 million from the decline in the market value of short-term investments. These losses were partially offset by a net gain of $2.5 million from the settlement of a collar on a warrant to purchase common stock of a public company and the related warrant. There were no other significant items in other (income) expense for the three or nine months ended March 28, 2003.

Other (income) expense of $11.8 million for the quarter ended March 29, 2002 included losses of $13.8 million related to other-than-temporary declines in the market value of investments in privately-held companies and $13.3 million from the decline in the market value of a warrant to purchase common stock. These losses were partially offset by gains of $10.6 million from a collar on a warrant to purchase common stock and $6.8 million from insurance proceeds. Other (income) expense of $4.5 million for the nine months ended March 29, 2002 included gains of $2.9 million and $10.7 million from the appreciation in the market value of a warrant to purchase common stock and the related collar on the warrant, respectively, a gain of $6.8 million from insurance proceeds and losses of $13.8 million from the other-than-temporary declines in the market value of investments in privately-held companies.

Earnings before income taxes were $40.6 million for the quarter ended March 28, 2003, down $25.7 million from the prior year due primarily to lower sales volume and lower gross margin as a percent of sales. The effective income tax rate for both periods was 34 percent. Net income for the quarter ended March 28, 2003 was $26.8 million, down $17.0 million from the prior year.

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Earnings before income taxes were $80.3 million for the nine months ended March 28, 2003, down $101.8 million from the prior year due primarily to lower sales volume and an increase of $4.1 million in losses from other-than-temporary declines in the market value of privately-held investments and marketable securities in the nine months ended March 28, 2003 as compared to the comparable period of the prior year. We also recorded a gain of $13.6 million from the appreciation in the market value of a warrant to purchase common stock and the related collar in the prior year which did not recur in the nine months ended March 28, 2003. These items were partially offset by a $7.7 million decline in restructuring charges in the nine months ended March 28, 2003 as compared to the comparable period of the prior year. The effective income tax rate for both periods was approximately 34 percent. Net income for the nine months ended March 28, 2003 was $53.0 million, down $67.1 million from the prior year.

GENERAL

Scientific-Atlanta continued to experience declines in sales this quarter and for the first nine months of fiscal year 2003 as compared to the prior year. We believe that our sales and results of operations have been affected by: (1) the low consumer confidence in the United States amid a slow economy and difficult economic and political conditions outside the United States, (2) continued significant declines in capital spending by our customers as credit markets have tightened and customer credit ratings have been lowered, (3) our customers’ competition from satellite providers, and (4) the declining financial condition of several of our customers and distributors. These trends have resulted in the failure of certain of our customers to: (1) pay for product that has shipped, (2) take delivery of orders they have previously placed and (3) raise additional capital to fund the purchase of equipment and services. Adelphia filed for bankruptcy in June 2002. During the first quarter of fiscal year 2003, Communications Dynamics, Inc., parent of TVC Communications (TVC), a distributor of our products in Latin America, filed for bankruptcy. If these trends continue, which we are not able to predict, our sales and results of operations could be adversely affected. We periodically assess the impact of these trends on our cost structure and reduce our costs, including, but not limited to, reductions in our workforce and consolidation of operations, to attempt to align such costs with our sales level.

In addition, our backlog has declined for the last four quarters from $772.5 million at March 29, 2002 to $339.9 million at March 28, 2003. Due to these declines in backlog, we are more dependent on the shipment of product from orders received during the quarter rather than from backlog to generate sales. Our increased dependence on the receipt of orders during each quarter to generate sales during that quarter and our continued limited visibility to the inventory our customers hold limit our ability to predict our sales volume for the quarter until the end of the quarter. Historically, our quarters tend to be back-end loaded with a larger portion of orders being received and sales being recognized for any quarter at or near the end of the quarter. However, our orders and sales during the third quarter of fiscal year 2003 were more linear than prior quarters. We are unable to predict the timing of orders or sales.

Bookings are orders we receive during the quarter that are eligible for inclusion in backlog. Our policy is to place in backlog orders for product scheduled for shipment within six months from the end of the reported quarter. Although we have a six-month bookings policy, we have the production capacity to respond quickly to customer demand. We believe that customers may have shortened their ordering cycles accordingly, thereby contributing to our decline in backlog.

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Critical Accounting Policies

Note 1 to the Consolidated Financial Statements in Form 10-K for fiscal year 2002 includes a summary of the significant accounting policies or methods used in the preparation of our Consolidated Financial Statements. Some of those significant accounting policies or methods require us to make estimates and assumptions that affect the amounts reported by us. We believe the following items require the most significant judgments and often involve complex estimates.

General

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant estimates and assumptions relate to revenue recognition, the adequacy of receivable and inventory reserves, and accrued liabilities and other liabilities, principally relating to warranty provisions.

Revenue Recognition

Our principal sources of revenues are from sales of digital interactive subscriber systems, broadband transmission networks and content distribution networks. We recognize revenue when (1) there is an agreement with the customer, (2) product is shipped and title has passed, (3) the amount due from the customer is fixed and determinable, (4) collectibility is reasonably assured, and (5) we have no significant future performance obligation. At the time of the transaction, we assess whether the amount due from the customer is fixed and determinable and collection of the resulting receivable is reasonably assured. We assess whether the amount due from the customer is fixed and determinable based on the terms of the agreement with the customer, including, but not limited to, the payment terms associated with the transaction. We assess collection based on a number of factors, including past transaction history with the customer and credit-worthiness of the customer. If we determine that collection of an amount due is not reasonably assured, we defer recognition of revenue until collection becomes reasonably assured.

The standard terms and conditions under which we ship allow a customer the right to return product for refund only if the product does not conform to product specifications; the non-conforming product is identified by the customer; and the customer rejects the non-conforming product and notifies us within ten days of receipt. If an agreement contains a non-standard right of return, we defer recognizing revenue until the conditions of the agreement are met. From time to time, our agreements include acceptance clauses. If an agreement includes an acceptance clause, revenue is recorded at the time of acceptance.

Allowance for Doubtful Accounts

Management judgments and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms. Significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness, as in the case of the bankruptcies of Adelphia and the parent of TVC, or weakening in economic trends could have a significant impact on the collectibility of receivables and our operating results. Generally, we do not require collateral or other security to support accounts receivable.

Inventory Reserves

We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements for the next twelve months. In addition, our industry is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory on hand. Any significant, unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and operating results.

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Non-Current Marketable Securities

Non-current marketable securities consist of investments in common stock, primarily technology companies, warrants of publicly traded companies and a collar on a warrant and are stated at market value. (The collar on the warrant held at June 28, 2002 was settled during the first quarter of fiscal year 2003.) We have market risks associated with the volatility in the value of our non-current marketable securities. All investments in common stock are classified as “available for sale” under the provisions of SFAS No. 115, and thus, changes in the fair value of these securities are not included in our Consolidated Statements of Earnings until realized. Unrealized holding gains and losses are included, net of taxes, in accumulated other comprehensive income. Realized gains and losses and declines in value judged to be other-than-temporary are included in other (income) expense. We periodically evaluate the carrying value of our investments in common stock to determine if declines in fair value are other-than-temporary. This evaluation requires judgment and is based on several factors including the market price of the security generally over the preceding six months, analysts’ reports on the security, the performance of the stock market index of the security and the overall economic environment. Unrealized gains and losses on the warrants and collar are included in other (income) expense.

We recorded losses of $6.9 million from the other-than-temporary declines in value of marketable securities during the nine months ended March 28, 2003. No such losses were recorded during the nine months ended March 29, 2002. At March 28, 2003, we had unrealized holding gains on marketable securities, net of tax, of $1.1 million.

Investments in Privately-Held Companies

Investments in privately-held companies consist primarily of securities of emerging technology companies for which readily determinable fair values are not available. These investments are carried at cost and are evaluated periodically to determine if declines in fair value are other-than-temporary. This evaluation requires judgment and is based on several factors including recent private offerings by the company, the performance of the stock market index of similar publicly traded securities and the overall economic environment. Declines in value judged to be other-than-temporary are included in other (income) expense. We recorded losses of $11.0 million and $13.8 million from the other-than-temporary declines in value of investments in privately-held companies during the nine months ended March 28, 2003 and March 29, 2002, respectively. Investments in privately-held companies of $12,478 were included in Other assets in the Consolidated Statements of Financial Position at March 28, 2003.

Warranty Costs

We offer warranties of various lengths to our customers depending on the specific product and the terms of the agreements with the customer. Our standard warranties require us to repair or replace defective product returned to us during the warranty period at no cost to the customer. We record an estimate for warranty related costs based on our actual historical failure rates and repair costs at the time of sale. We repair products in our manufacturing facilities as well as outsource warranty repairs. Expenses related to unusual product warranty problems and product defects are recorded in the period the problem is identified. A significant increase in product failure rates, in the costs to repair our products or in the amount of warranty repairs outsourced could have a significant impact on our operating results. The accrued warranty at March 28, 2003 was $39,464.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board recently issued Statement of Financial Accounting Standards (SFAS) No. 146 “Accounting for Costs Associated with Exit or Disposal Activities”, SFAS No. 148 “Accounting for Stock-Based Compensation”, Interpretation No. 45 “Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, Interpretation No. 46 “Consolidation of Variable Interest Entities” and Emerging Issues Task Force (EITF) No. 00-21 “Accounting for Revenue Arrangements with Multiple Deliverables”. We have accounted for restructuring costs during the third quarter of fiscal year 2003 in accordance with SFAS No. 146. The disclosure requirements of SFAS No. 148 have been included in our Notes to the Financial Statements. We are currently assessing the impact of Interpretations No. 45 and 46 and EITF No. 00-21.

Any statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not statements about historical facts are forward-looking statements. Such forward-looking statements are based upon current expectations but involve risks and uncertainties. Investors are referred to the Cautionary Statements contained in Exhibit 99.1 to this Form 10-Q for a description of the various risks and uncertainties that could cause Scientific-Atlanta’s actual results and

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experience to differ materially from the anticipated results or other expectations expressed in Scientific-Atlanta’s forward- looking statements. Such Exhibit 99.1 is hereby incorporated by reference into Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Scientific-Atlanta and Explorer are registered trademarks of Scientific-Atlanta, Inc.

WebSTAR is a trademark of Scientific-Atlanta, Inc. PowerTV is a registered trademark of PowerTV, Inc.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(Amounts in thousands)

We are exposed to market risks from changes in foreign exchange rates and have a process to monitor and manage these risks. Scientific-Atlanta enters into foreign exchange forward contracts to hedge certain forecasted transactions, firm commitments and assets denominated in currencies other than the U.S. dollar. These contracts, which qualify as cash flow hedges, are designated as hedging instruments at inception, are for periods consistent with the exposure being hedged and generally have maturities of one year or less. Contracts are recorded at fair value. Changes in the fair value of derivatives are recorded in other comprehensive income until the underlying transaction affects earnings. The effectiveness of the hedge is based on a high correlation between the changes in its value and the value of the underlying hedged item. Any ineffectiveness is recorded through earnings in other (income) expense. There were no charges for ineffectiveness recorded during the first nine months of fiscal years 2003 or 2002. 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.

Firmly committed purchase (sales) exposure and related hedging instruments at March 28, 2003 were as follows:

At March 28, 2003, we had unrealized gains of $137, net of tax expense of $52, related to these derivatives, which were included in accumulated other comprehensive income. Scientific-Atlanta has no derivative exposure beyond the first quarter of fiscal year 2004.

Unrealized gains and losses on foreign exchange forward contracts which do not meet the criteria for hedge accounting in accumulated other comprehensive income are recognized in other (income) expense. We recorded losses of $2,065 and $99 during the nine months ended March 28, 2003 and ended March 29, 2002, respectively, related to these contracts.

We have market risks associated with the volatility in the value of our non-current marketable securities, which consist of investments in common stock, primarily technology companies, warrants of publicly traded companies and a collar on a warrant and are stated at market value. All investments in common stock are classified as “available for sale” under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and thus, changes in the fair value of these securities are not included in our Consolidated Statements of Earnings until realized. Unrealized holding gains and losses are included, net of taxes, in accumulated other comprehensive income. We recorded after-tax, unrealized holding gains of $841 in the first nine months of fiscal year 2003 and losses of $5,716 in the first nine months of fiscal year 2002. Realized gains and losses and declines in value judged to be other-than-temporary are included in other (income) expense. We recorded losses of $6,875 in the first nine months of fiscal year 2003 from the other-than-temporary decline in the market value of marketable securities. No such gains, losses or declines in value were recorded in the first nine months of fiscal year 2002.

Scientific-Atlanta holds warrants to purchase common stock that are recorded at fair value. We also entered into a collar with put and call options which was designed to limit our exposure to fluctuations in the fair value of one of the warrants. The warrants and the collar, which are included in Non-current marketable securities in the Consolidated Statements of Financial Position, were valued using the Black-Scholes pricing model. Fluctuations in the volatility of the market price of the common stock for which we hold a warrant, risk free rate of return and expiration date of the warrant impact the valuation. During the first nine months of fiscal year 2003, we recorded unrealized losses of $748 related to the decline in the fair value of the warrants and a realized gain of $2,491 from the settlement of the collar and related warrant to purchase common stock in a public company in other (income) expense. During the nine months ended March 29, 2002, we recorded gains of $2,920 and $10,686 from the appreciation in the market value of a warrant to purchase common stock and the related collar on the warrant, respectively.

We also have market risks associated with the volatility of our investments in privately-held companies, which consist primarily of securities of emerging technology companies. These investments are carried at cost and are evaluated periodically to determine if declines in fair value are other-than-temporary. Declines in value judged to be other-than-temporary are included in other (income) expense. We recorded losses of $10,996 and $13,762 in the first nine months of fiscal years 2003 and 2002, respectively, from other-than-temporary declines in the fair value of our investments in privately-held companies.

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ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman of the Board, President, and Chief Executive Officer, James F. McDonald, and Senior Vice President, Chief Financial Officer and Treasurer, Wallace G. Haislip, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chairman of the Board, President and Chief Executive Officer and Senior Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in our periodic SEC filings. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date Messrs. McDonald and Haislip completed their evaluation.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On April 30, 2003, we were purportedly served with a complaint which seeks to add us as a co-defendant in the previously filed securities class actions against Charter Communications, Inc. in federal court in St. Louis, Missouri. The suits, which have been consolidated, were brought by investors in securities of Charter against Charter, a number of its present and former officers and Arthur Andersen LLP. The consolidated complaint, which alleges various purported securities laws violations by Charter and its management, also alleges that certain commercial transactions between Charter and Scientific-Atlanta relating to Charter’s purchase of digital set-top boxes and a marketing support arrangement purportedly resulted in violations of the anti-fraud provisions of the federal securities laws with respect to investors in Charter securities. The consolidated complaint has not been filed with the Court, and Scientific-Atlanta has been advised that such filing has been stayed by the Court pending transfer of all of the cases to the Missouri Court and a conference with the Court. The suit does not allege any impropriety by Scientific-Atlanta regarding its financial statements or its investors. Scientific-Atlanta intends to vigorously defend the claim.

As previously disclosed, a purported class action alleging violations of the federal securities laws by us and certain of our officers was filed in the United States District Court for the Northern District of Georgia on July 24, 2001. In connection with this securities class action, the U.S. District Court for the Northern District of Georgia certified for appeal on April 15, 2003 an issue raised by us in our motion for certification of interlocutory appeal, and stayed discovery in the securities class action pending resolution of such appeal.

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Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

(b) No reports on Form 8-K were filed during the quarter ended March 28, 2003.

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.

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Certification of Chief Executive Officer Regarding Periodic Report

Containing Financial Statements Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James F. McDonald, the Chief Executive Officer of Scientific-Atlanta, Inc., certify that:

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Certification of Chief Financial Officer Regarding Periodic Report

Containing Financial Statements Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Wallace G. Haislip, the Chief Financial Officer of Scientific-Atlanta, Inc., certify that:

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