Cisco Systems Completes Acquisition of Scientific-Atlanta

SAN JOSE, Calif., February 27, 2006 - Cisco Systems, Inc., today announced it has completed the acquisition of Scientific-Atlanta of Lawrenceville, Georgia. Scientific-Atlanta is a leading global provider of set-top boxes, end-to-end video distribution networks and video systems integration. This acquisition will allow Cisco to offer a world class, end-to-end data, voice, video, and mobility solution for carrier networks and the digital home.
On November 18, 2005, Cisco announced a definitive agreement to acquire Scientific-Atlanta. With the addition of Scientific-Atlanta technologies, the Cisco IP Next Generation Network architecture offers providers an open platform for service differentiation, allowing them to move beyond digital video/IPTV to develop and deliver a variety of integrated media services in the connected home.

With the completion of the acquisition, the Scientific-Atlanta team, led by CEO Jim McDonald, has become part of the Routing and Service Provider Technology Group under the direction of Cisco Senior Vice President Mike Volpi.

Under the terms of the agreement, Cisco paid $43 per share in cash in exchange for each share of Scientific-Atlanta, and assumed outstanding options, for an aggregate purchase price of approximately $7.0 billion, or approximately $5.1 billion net of Scientific-Atlanta’s existing cash balance. The transaction is accounted for in accordance with generally accepted accounting principles. Cisco anticipates this transaction will be neutral to its FY2006 non-GAAP (pro forma) earnings and slightly accretive to its non-GAAP (pro forma) FY2007 earnings.

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