8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 6, 2008

CISCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

0-18225	77-0059951
(Commission File Number)	(IRS Employer Identification No.)

170 West Tasman Drive, San Jose, California	95134-1706
(Address of principal executive offices)	(Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 6, 2008, Cisco Systems, Inc. (the “Registrant”) reported its results of operations for its fiscal second quarter ended January 26, 2008. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

The attached press release includes non-GAAP net income, non-GAAP net income per share data, non-GAAP shares used in net income per share calculation and non-GAAP inventory turns.

These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Registrant believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Registrant’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate the Registrant’s results of operations in conjunction with the corresponding GAAP measures.

The Registrant believes that the presentation of non-GAAP net income, non-GAAP net income per share data and non-GAAP shares used in net income per share calculation, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and results of operations. In addition, the Registrant believes that the presentation of non-GAAP inventory turns provides useful information to investors and management regarding financial and business trends relating to inventory management based on the operating activities of the period presented.

For its internal budgeting process, the Registrant’s management uses financial statements that do not include employee share-based compensation expense, impact to cost of sales from purchase accounting adjustments to inventory, payroll tax on stock option exercises, compensation expense related to acquisitions and investments, in-process research and development, amortization of purchased intangible assets, significant gains and losses on publicly traded equity securities, the income tax effects of the foregoing, tax effects of post-acquisition integration of purchased intangible assets from significant acquisitions, and significant effects of retroactive tax legislation. The Registrant’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of the Registrant.

As described above, the Registrant excludes the following items from one or more of its non-GAAP measures when applicable:

Employee share-based compensation expense. These expenses consist primarily of expenses for employee stock options, employee stock purchase rights, employee restricted stock and employee restricted stock units under SFAS123(R). The Registrant excludes employee share-based compensation expenses from its non-GAAP measures primarily because they are non-cash expenses that the Registrant does not believe are reflective of ongoing operating results. Further, as the Registrant applies SFAS 123(R), it believes that it is useful to investors to understand the impact of the application of SFAS 123(R) to its results of operations.

Impact to cost of sales from purchase accounting adjustments to inventory. This represents the amount of increase in inventory valuation resulting from the fair value adjustments required under purchase accounting for business combinations. These amounts arise from the Registrant’s prior acquisitions and have no direct correlation to the operation of the Registrant’s business.

Payroll tax on stock option exercises. This amount is dependent on the Registrant’s stock price and the timing and exercise by employees of their stock options, over which management has virtually no control, and as such do not correlate to the Registrant’s operation of the business.

Compensation expense related to acquisitions and investments. This amount arises from the Registrant’s prior acquisitions and has no direct correlation to the operation of the Registrant’s business.

In-process research and development. The Registrant incurs in-process research and development expenses when technological feasibility for acquired technology has not been established and no future alternative use for such technology exists. These amounts arise from the Registrant’s prior acquisitions and have no direct correlation to the operation of the Registrant’s business.

Amortization of purchased intangible assets. The Registrant incurs amortization of purchased intangible assets in connection with acquisitions and investments. The Registrant excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Registrant’s prior acquisitions and have no direct correlation to the operation of the Registrant’s business.

Significant gains and losses on publicly traded equity securities. The Registrant does not actively trade public equity securities nor does it plan on these securities positions for funding of ongoing operations. The Registrant excludes significant gains and losses on publicly traded equity securities because this item is unrelated to the Registrant’s ongoing business and operating results.

Income tax effects of the foregoing. This amount is used to present each of the amounts described above on an after-tax basis consistent with the presentation of non-GAAP net income.

Tax effects of post-acquisition integration of purchased intangible assets from significant acquisitions. The Registrant incurs tax effects as a result of the post-acquisition integration of purchased intangible assets into its intercompany R&D cost sharing arrangement. The Registrant excludes these tax effects for significant acquisitions because such effects have no direct correlation to the operation of the Registrant’s business.

Significant effects of retroactive tax legislation. The Registrant is subject to changes in tax legislation which have retroactive effects. The Registrant excludes such significant effects of retroactive tax legislation because this item is unrelated to the Registrant’s current ongoing business and operating results.

The Registrant will incur employee share-based compensation expense, payroll tax on stock option exercises, amortization of purchased intangible assets and compensation expense related to acquisitions and investments in future periods. Impact to cost of sales from purchase accounting adjustments to inventory, in-process research and development expenses, significant gains and losses on publicly traded equity securities, and tax effects of post-acquisition integration of purchased intangible assets from significant acquisitions are each a function of underlying transactions, and the Registrant expects to engage in transactions of this nature in future periods. The Registrant may be subject to significant effects of retroactive tax legislation to the extent that any such legislation becomes effective in future periods.

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 hereunto duly authorized.

	CISCO SYSTEMS, INC.
Dated: February 6, 2008	By:	/s/ Dennis Powell
	Name:	Dennis Powell
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release of Registrant, dated February 6, 2008, reporting the results of operations for the Registrant’s fiscal second quarter ended January 26, 2008.

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Press Contact:	Investor Relations Contact:
Robyn Jenkins-Blum	Laura Graves
Cisco	Cisco
(408) 853-9848	(408) 526-6521
rojenkin@cisco.com	lagraves@cisco.com

CISCO REPORTS SECOND QUARTER EARNINGS

• Q2 Net Sales: $9.8 billion (increase of 16.5% year over year)

• Q2 Net Income: $2.1 billion GAAP; $2.4 billion non-GAAP

• Q2 Earnings per Share: $0.33 GAAP (increase of 6% year over year); $0.38 non-GAAP (increase of 15% year over year)

SAN JOSE, Calif. – February 6, 2008 – Cisco^® , the worldwide leader in networking that transforms how people connect, communicate and collaborate, today reported its second quarter results for the period ended January 26, 2008. Cisco reported second quarter net sales of $9.8 billion, net income on a generally accepted accounting principles (GAAP) basis of $2.1 billion or $0.33 per share, and non-GAAP net income of $2.4 billion or $0.38 per share.

“Cisco delivered another solid quarter with strong revenue and order growth driven by a broad base of geographies, products, services and customer markets,” said John Chambers, chairman and CEO, Cisco. “Cisco’s ability to understand market transitions, whether technology or business model-based, continues to be a key contributing factor to our long-term success.”

Chambers continued, “As we enter the second half of the fiscal year, our innovation pipeline is in excellent shape, our balanced product momentum across core and advanced technologies continues to be solid, and execution against our long-term strategy remains unwavering. This constant evolution of moving into new markets and product adjacencies, alongside our core operational and financial strength, is the hallmark of Cisco’s ability to act upon key market transitions.”

GAAP Results
	Q2 2008	Q2 2007	vs. Q2 2007
Net Sales	$9.8 billion	$8.4 billion	+16.5%
Net Income	$2.1 billion	$1.9 billion	+  7.2%
Earnings per Share	$0.33	$0.31	+  6.5%

Non-GAAP Results
	Q2 2008	Q2 2007	vs. Q2 2007
Net Income	$2.4 billion	$2.1 billion	+13.8%
Earnings per Share	$0.38	$0.33	+15.2%

Net sales for the first six months of fiscal 2008 were $19.4 billion, compared with $16.6 billion for the first six months of fiscal 2007. Net income for the first six months of fiscal 2008, on a GAAP basis, was $4.3 billion or $0.68 per share, compared with $3.5 billion or $0.56 per share for the first six months of fiscal 2007. Non-GAAP net income for the first six months of fiscal 2008 was $4.9 billion or $0.78 per share, compared with $4.0 billion or $0.64 per share for the first six months of fiscal 2007.

A reconciliation between GAAP net income and non-GAAP net income is provided in the table on page 6.

Cisco will discuss second quarter results and business outlook on a conference call and Webcast at 1:30 p.m. Pacific Time today. Call information and related charts are available at http://investor.cisco.com.

Other Financial Highlights

• Cash flows from operations were $2.4 billion for the second quarter of fiscal 2008, compared with $2.7 billion for the second quarter of fiscal 2007, and compared with $3.1 billion for the first quarter of fiscal 2008.

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• Cash and cash equivalents and investments were $22.7 billion at the end of the second quarter of fiscal 2008, compared with $22.3 billion at the end of the fourth quarter of fiscal 2007, and compared with $24.7 billion at the end of the first quarter of fiscal 2008.

• During the second quarter of fiscal 2008, Cisco repurchased 139 million shares of common stock at an average price of $28.67 per share for an aggregate purchase price of $4.0 billion. As of January 26, 2008, Cisco had repurchased and retired 2.5 billion shares of Cisco common stock at an average price of $20.39 per share for an aggregate purchase price of approximately $50.2 billion since the inception of the stock repurchase program. The remaining authorized repurchase amount as of January 26, 2008 was $11.8 billion with no termination date.

• Days sales outstanding in accounts receivable (DSO) at the end of the second quarter of fiscal 2008 were 39 days, compared with 38 days at the end of the fourth quarter of fiscal 2007, and compared with 33 days at the end of the first quarter of fiscal 2008.

• Inventory turns on a GAAP basis were 10.8 in the second quarter of fiscal 2008, compared with 10.3 in the fourth quarter of fiscal 2007, and compared with 10.3 in the first quarter of fiscal 2008. Non-GAAP inventory turns were 10.5 in the second quarter of fiscal 2008, compared with 10.1 in the fourth quarter of fiscal 2007, and compared with 10.0 in the first quarter of fiscal 2008.

“We are pleased with Cisco’s solid financial performance and strong top line growth during the quarter,” said Dennis Powell, chief financial officer, Cisco. “We believe our solid financials, strong balance sheet and continuing investment in a diversified technology portfolio across new and adjacent markets will maintain our ability to drive long-term shareholder value.”

Business Highlights

Acquisitions and Investments

• Cisco completed the acquisition of Navini Networks, Inc., a provider in the mobile WiMAX broadband wireless industry. Navini has developed an innovative WiMAX solution that provides compelling value propositions for service providers, designed to enable the delivery of last-mile wireless broadband access to consumers and businesses worldwide.

• Cisco completed the acquisition of Securent Inc., a leading provider of policy management software for enterprises.

• Cisco plans to invest up to $1.59 billion (AED 5.8 billion) on information and communications technology in the United Arab Emirates (UAE) over the next five years, in support of the 2015 vision of His Highness Sheikh Mohammad Bin Rashid Al Maktoum to fuel the nation’s growth and development.

New Products

• Cisco introduced new capabilities for WebEx^® MeetMeNow, adding personal video conferencing capabilities and one-click Web meetings from within the Microsoft Office productivity suite.

• Cisco introduced the Internet Protocol (IP) Services Gateway (Model DRG2800), designed to expand consumers' entertainment and personal content choices and bring network-based and home-based applications together in one device.

• Cisco introduced the Cisco ASA 5580 Adaptive Security Appliance, designed to deliver data center-class performance with firewall and SSL/IPsec VPN capabilities in a single platform.

• Cisco introduced and demonstrated intercompany capabilities for Cisco TelePresence with BT. This will provide businesses with the flexibility and security to have “in person” meetings with customers, partners and suppliers with the ease of a simple phone call.

• Linksys^® announced the Wireless-G Business Internet Video Camera with Audio (WVC2300), a surveillance product offering many features in a standard camera design, for small-business owners and the channels that cater to them.

• Cisco announced a suite of new solutions for the small and medium-sized business (SMB), including technical services, the tripling of unified communications capabilities up to 48 users, and the addition of four new Ethernet switches. Cisco also announced that its SMB channel initiative, Select Certification, has grown to nearly 1,000 channel partners worldwide.

• Cisco announced the Cisco Managed Services Channel Program, designed to extend and accelerate the global development and delivery of innovative managed services based on advanced networking technologies as well as IP Next-Generation Networks. The program will help allow regional channel partners, service providers and systems integrators to more easily meet our customers’ demand for managed services in established and emerging markets.

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Major Customer Announcements

• AT&T deployed the Cisco CRS-1 Carrier Routing System to support advanced residential and business services.

• TELUS became the first Canadian telecommunications provider to deploy and support Cisco TelePresence.

Key Milestones

• Cisco reached the milestone of 100 Cisco TelePresence customers, deploying units in over 40 countries.

• In conjunction with the Central European University Business School, the Cisco Entrepreneur Institute opened in Hungary to build entrepreneurial capacity by teaching the skills needed for running a small or medium-sized business successfully.

• Cisco and IBM announced an agreement under which they plan to transform the retail banking experience by enhancing customer interaction and collaboration across all types of delivery channels. New, modular solutions integrate front-and back-office systems with collaboration technologies such as voice over IP (VoIP), streaming video, Web conferencing, and instant messaging.

• Cisco was named as a global strategic technology provider for the Middle East and North Africa (MENA) region’s newly launched youth employment initiative—‘Silatech’—to support the creation of new jobs needed in the Middle East and North Africa region.

Editor’s Note:

• Q2 FY 2008 conference call to discuss Cisco’s results along with its business outlook to be held at 1:30 p.m. Pacific Time, Wednesday, February 6, 2008. Conference call number is 888-848-6507 (United States) or 212-519-0847 (international).

• Conference call replay will be available from 4:30 p.m. Pacific Time, February 6, 2008 to 4:30 p.m. Pacific Time, February 13, 2008 at 866-357-4205 (United States) or 203-369-0122 (international). The replay is also available from February 6, 2008 through April 18, 2008 on the Cisco Investor Relations Website at http://www.cisco.com/go/investors.

• Additional information regarding Cisco’s financials, as well as a Webcast of the conference call with visuals designed to guide participants through the call, will be available at 1:30 p.m. Pacific Time, February 6, 2008. Text of the conference call’s prepared remarks will be available within 24 hours of completion of the call. The Webcast will include both the prepared remarks and the question-and-answer session. This information, along with GAAP reconciliation information, will be available on the Cisco Investor Relations Website at http://www.cisco.com/go/investors.

• A Q&A with Cisco’s CEO and CFO about Q2 FY 2008 results will be available at http://newsroom.cisco.com.

About Cisco

Cisco (NASDAQ: CSCO) is the worldwide leader in networking that transforms how people connect, communicate and collaborate. Information about Cisco can be found at http://www.cisco.com. For ongoing news, visit http://newsroom.cisco.com.

# # #

This release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding future events (such as our execution against our long-term strategy, our ability to understand and act upon key market transitions, our product momentum and our ability to drive long-term shareholder value) and the future financial performance of Cisco that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including: business and economic conditions and growth trends in the networking industry, our customer markets and various geographic regions; global economic conditions and uncertainties in the geopolitical

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environment; overall information technology spending; the growth and evolution of the Internet and levels of capital spending on Internet-based systems; variations in customer demand for products and services, including sales to the service provider market and other customer markets; the timing of orders and manufacturing and customer lead times; changes in customer order patterns or customer mix; insufficient, excess or obsolete inventory; variability of component costs; variations in sales channels, product costs or mix of products sold; our ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses and technologies; increased competition in our product and service markets; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; manufacturing and sourcing risks, including risks related to our lean manufacturing model; product defects and returns; litigation involving patents, intellectual property, antitrust, shareholder and other matters, and governmental investigations; natural catastrophic events; a pandemic or epidemic; achievement of the benefits anticipated from our investments in sales and engineering activities; our ability to recruit and retain key personnel; our ability to manage financial risk; risks related to the global nature of our operations, including our operations in emerging markets; currency fluctuations and other international factors; potential volatility in operating results; and other factors listed in Cisco’s most recent reports on Form 10-K and Form 10-Q. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in Cisco’s most recent reports on Form 10-K and Form 10-Q, as each may be amended from time to time. Cisco’s results of operations for the three and six months ended January 26, 2008 are not necessarily indicative of Cisco’s operating results for any future periods. Any projections in this release are based on limited information currently available to Cisco, which is subject to change. Although any such projections and the factors influencing them will likely change, Cisco will not necessarily update the information, since Cisco will only provide guidance at certain points during the year. Such information speaks only as of the date of this release.

This release includes non-GAAP net income, non-GAAP net income per share data, shares used in non-GAAP net income per share calculation and non-GAAP inventory turns.

These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Cisco believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Cisco’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Cisco’s results of operations in conjunction with the corresponding GAAP measures.

Cisco believes that the presentation of non-GAAP net income, non-GAAP net income per share data and shares used in non-GAAP net income per share calculation, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and results of operations. In addition, Cisco believes that the presentation of non-GAAP inventory turns provides useful information to investors and management regarding financial and business trends relating to inventory management based on the operating activities of the period presented.

For its internal budgeting process, Cisco’s management uses financial statements that do not include employee share-based compensation expense, impact to cost of sales from purchase accounting adjustments to inventory, payroll tax on stock option exercises, compensation expense related to acquisitions and investments, in-process research and development, amortization of purchased intangible assets, significant gains and losses on publicly traded equity securities, the income tax effects of the foregoing, tax effects of post-acquisition integration of purchased intangible assets from significant acquisitions, and significant effects of retroactive tax legislation. Cisco’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Cisco.

For additional information on the items excluded by Cisco from one or more of its non-GAAP financial measures, refer to the Form 8-K regarding this release furnished today with the Securities and Exchange Commission.

Copyright ^©2008 Cisco Systems, Inc. All rights reserved. Cisco, the Cisco logo, Cisco Systems, Linksys and WebEx are registered trademarks or trademarks of Cisco Systems, Inc. and/or its affiliates in the United States and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Cisco and any other company. This document is Cisco Public Information.

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CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per-share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	January 26, 2008		January 27, 2007		January 26, 2008		January 27, 2007
NET SALES:
Product	$	8,245	$	7,099	$	16,260	$	14,039
Service		1,586		1,340		3,125		2,584
Total net sales		9,831		8,439		19,385		16,623
COST OF SALES:
Product		2,882		2,544		5,705		5,043
Service		609		507		1,167		959
Total cost of sales		3,491		3,051		6,872		6,002
GROSS MARGIN		6,340		5,388		12,513		10,621
OPERATING EXPENSES:
Research and development		1,216		1,094		2,408		2,177
Sales and marketing		2,084		1,726		4,087		3,412
General and administrative		520		340		1,010		704
Amortization of purchased intangible assets		116		96		233		201
In-process research and development		—		2		3		6
Total operating expenses		3,936		3,258		7,741		6,500
OPERATING INCOME		2,404		2,130		4,772		4,121
Interest income, net		212		172		435		329
Other income, net		22		33		53		61
Interest and other income, net		234		205		488		390
INCOME BEFORE PROVISION FOR INCOME TAXES		2,638		2,335		5,260		4,511
Provision for income taxes		578		414		995		982
NET INCOME	$	2,060	$	1,921	$	4,265	$	3,529
Net income per share:
Basic	$	0.34	$	0.32	$	0.71	$	0.58
Diluted	$	0.33	$	0.31	$	0.68	$	0.56
Shares used in per-share calculation:
Basic		6,010		6,057		6,049		6,060
Diluted		6,202		6,291		6,273		6,255

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RECONCILIATION OF GAAP TO NON-GAAP NET INCOME

(In millions, except per-share amounts)

	Three Months Ended						Six Months Ended
	January 26, 2008			January 27, 2007			January 26, 2008			January 27, 2007
GAAP net income	$	2,060		$	1,921		$	4,265		$	3,529
Employee share-based compensation expense		273			247			499			472
Payroll tax on stock option exercises		8			11			19			17
Compensation expense related to acquisitions and investments		34			27			73			48
In-process research and development		—			2			3			6
Amortization of purchased intangible assets		177			132			355			273
Total adjustments to GAAP income before provision for income taxes		492			419			949			816
Income tax effect		(173	)		(189	)		(333	)		(290	)
Effect of retroactive tax legislation (1)		—			(60	)		—			(60	)
Total adjustments to GAAP provision for income taxes		(173	)		(249	)		(333	)		(350	)
Non-GAAP net income	$	2,379		$	2,091		$	4,881		$	3,995
Diluted net income per share:
GAAP	$	0.33		$	0.31		$	0.68		$	0.56
Non-GAAP	$	0.38		$	0.33		$	0.78		$	0.64
Shares used in diluted net income per share calculation:
GAAP		6,202			6,291			6,273			6,255
Non-GAAP		6,197			6,281			6,267			6,243

(1) In the second quarter of fiscal 2007, the Tax Relief and Health Care Act of 2006 reinstated the U.S. federal research and development (R&D) tax credit, retroactive to January 1, 2006. GAAP net income for the second quarter and the first six months of fiscal 2007 included a $120 million tax benefit relating to the reinstatement of the U.S. federal R&D tax credit, including $60 million related to fiscal 2006 R&D expenses. Non-GAAP net income for the second quarter and the first six months of fiscal 2007 excluded the $60 million tax benefit related to fiscal 2006 R&D expenses.

Additional reconciliations between GAAP and non-GAAP financial measures are provided in the tables that follow on page 10.

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CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	January 26, 2008		July 28, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	5,202	$	3,728
Investments		17,491		18,538
Accounts receivable, net of allowance for doubtful accounts of $185 at January 26, 2008 and $166 at July 28, 2007		4,165		3,989
Inventories		1,267		1,322
Deferred tax assets		2,048		1,953
Prepaid expenses and other current assets		2,269		2,044
Total current assets		32,442		31,574
Property and equipment, net		3,973		3,893
Goodwill		12,390		12,121
Purchased intangible assets, net		2,338		2,540
Other assets		4,157		3,212
TOTAL ASSETS	$	55,300	$	53,340
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	763	$	786
Income taxes payable		96		1,740
Accrued compensation		1,981		2,019
Deferred revenue		5,786		5,391
Other current liabilities		3,567		3,422
Total current liabilities		12,193		13,358
Long-term debt		6,851		6,408
Income taxes payable		791		—
Deferred revenue		2,197		1,646
Other long-term liabilities		375		438
Total liabilities		22,407		21,850
Minority interest		81		10
Shareholders’ equity		32,812		31,480
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	55,300	$	53,340

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months Ended
	January 26, 2008			January 27, 2007
Cash flows from operating activities:
Net income	$	4,265		$	3,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		878			690
Employee share-based compensation expense		499			472
Share-based compensation expense related to acquisitions and investments		45			19
Provision for doubtful accounts		29			—
Deferred income taxes		(632	)		(66	)
Excess tax benefits from share-based compensation		(338	)		(428	)
In-process research and development		3			6
Net gains and impairment charges on investments		(104	)		(99	)
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(196	)		395
Inventories		66			(271	)
Prepaid expenses and other current assets		38			(39	)
Lease receivables, net		(260	)		(66	)
Accounts payable		(33	)		51
Income taxes payable and receivable		220			104
Accrued compensation		(38	)		73
Deferred revenue		946			412
Other liabilities		144			147
Net cash provided by operating activities		5,532			4,929
Cash flows from investing activities:
Purchases of investments		(7,846	)		(11,184	)
Proceeds from sales and maturities of investments		9,453			7,762
Acquisition of property and equipment		(591	)		(548	)
Acquisition of businesses, net of cash and cash equivalents acquired		(385	)		(166	)
Change in investments in privately held companies		(55	)		(76	)
Other		(111	)		(27	)
Net cash provided by (used in) investing activities		465			(4,239	)
Cash flows from financing activities:
Issuance of common stock		2,165			2,779
Repurchase of common stock		(7,120	)		(4,781	)
Excess tax benefits from share-based compensation		338			428
Other		94			21
Net cash used in financing activities		(4,523	)		(1,553	)
Net increase (decrease) in cash and cash equivalents		1,474			(863	)
Cash and cash equivalents, beginning of period		3,728			3,297
Cash and cash equivalents, end of period	$	5,202		$	2,434

8

ADDITIONAL FINANCIAL INFORMATION

(In millions)

(Unaudited)

	January 26, 2008			July 28, 2007
CASH AND CASH EQUIVALENTS AND INVESTMENTS
Cash and cash equivalents	$	5,202		$	3,728
Fixed income securities		15,954			17,297
Publicly traded equity securities		1,537			1,241
Total	$	22,693		$	22,266
INVENTORIES
Raw materials	$	146		$	173
Work in process		58			45
Finished goods:
Distributor inventory and deferred cost of sales		502			544
Manufactured finished goods		318			314
Total finished goods		820			858
Service-related spares		203			211
Demonstration systems		40			35
Total	$	1,267		$	1,322
PROPERTY AND EQUIPMENT, NET
Land, buildings, and leasehold improvements	$	4,159		$	4,022
Computer equipment and related software		1,731			1,605
Production, engineering, and other equipment		4,550			4,264
Operating lease assets		190			181
Furniture and fixtures		414			394
		11,044			10,466
Less accumulated depreciation and amortization		(7,071	)		(6,573	)
Total	$	3,973		$	3,893
LEASE RECEIVABLES, NET (1)
Current	$	482		$	389
Noncurrent		706			539
Total	$	1,188		$	928
OTHER ASSETS
Deferred tax assets	$	1,613		$	1,060
Investments in privately held companies		666			643
Income tax receivable		—			277
Lease receivables, net		706			539
Interest rate swaps – long-term debt		361			—
Other		811			693
Total	$	4,157		$	3,212
DEFERRED REVENUE
Service	$	5,292		$	4,840
Product
Unrecognized revenue on product shipments and other deferred revenue		2,010			1,769
Cash receipts related to unrecognized revenue from two-tier distributors		681			428
Total product deferred revenue		2,691			2,197
Total	$	7,983		$	7,037
Reported as:
Current	$	5,786		$	5,391
Noncurrent		2,197			1,646
Total	$	7,983		$	7,037

Note:

(1) The current portion of lease receivables, net, is recorded in prepaid expenses and other current assets, and the noncurrent portion is recorded in other assets in the Consolidated Balance Sheets.

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SUMMARY OF EMPLOYEE SHARE-BASED COMPENSATION EXPENSE

(In millions)

	Three Months Ended				Six Months Ended
	January 26, 2008		January 27, 2007		January 26, 2008		January 27, 2007
Cost of sales—product	$	11	$	12	$	20	$	23
Cost of sales—service		30		30		53		54
Employee share-based compensation expense in cost of sales		41		42		73		77
Research and development		81		74		146		148
Sales and marketing		111		99		210		193
General and administrative		40		32		70		54
Employee share-based compensation expense in operating expenses		232		205		426		395
Total employee share-based compensation expense	$	273	$	247	$	499	$	472

The income tax benefit for employee share-based compensation expense was $86 million and $160 million for the second quarter and first six months of fiscal 2008, respectively, and $105 million and $163 million for the second quarter and first six months of fiscal 2007, respectively.

RECONCILIATION OF SHARES USED IN THE GAAP AND NON-GAAP

DILUTED NET INCOME PER SHARE CALCULATION

(In millions)

	Three Months Ended				Six Months Ended
	January 26, 2008		January 27, 2007		January 26, 2008		January 27, 2007
Shares used in diluted net income per share calculation—GAAP	6,202		6,291		6,273		6,255
Effect of SFAS 123(R)	(5	)	(10	)	(6	)	(12	)
Shares used in diluted net income per share calculation—Non-GAAP	6,197		6,281		6,267		6,243

RECONCILIATION OF GAAP TO NON-GAAP COST OF SALES

USED IN INVENTORY TURNS

(In millions)

	Three Months Ended
	January 26, 2008			October 27, 2007			July 28, 2007			January 27, 2007
GAAP cost of sales	$	3,491		$	3,381		$	3,365		$	3,051
Employee share-based compensation expense		(41	)		(32	)		(31	)		(42	)
Amortization of purchased intangible assets		(61	)		(61	)		(48	)		(36	)
Non-GAAP cost of sales	$	3,389		$	3,288		$	3,286		$	2,973

10