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): November 9, 2009

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 8.01. Other Events.

This Current Report on Form 8-K is filed for the purpose of filing the attached exhibits in connection with Registration Statement No. 333-157177.

On November 4, 2009, Cisco Systems, Inc. (“Cisco”) furnished to the Securities and Exchange Commission a Current Report on Form 8-K in connection with the announcement of its results of operations and related financial information for its fiscal first quarter ended October 24, 2009. Certain unaudited consolidated financial information of Cisco that was furnished with the November 4, 2009 Current Report on Form 8-K is included in Exhibit 99.1 of this Current Report on Form 8-K and incorporated herein by reference.

Cisco’s Computation of Ratio of Earnings to Fixed Charges for each of the five fiscal years in the five-year period ended July 25, 2009 is filed as Exhibit 12.1 of this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
12.1	Computation of Ratio of Earnings to Fixed Charges.
99.1	Cisco Systems, Inc. unaudited consolidated financial information for the fiscal first quarter ended October 24, 2009.

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: November 9, 2009	By:	/s/    Prat S. Bhatt
	Name:	Prat S. Bhatt
	Title:	Vice President, Corporate Controller and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
12.1	Computation of Ratio of Earnings to Fixed Charges.
99.1	Cisco Systems, Inc. unaudited consolidated financial information for the fiscal first quarter ended October 24, 2009.

EX-12.1

Exhibit 12.1

Cisco Systems, Inc.

Ratio of earnings to fixed charges

(in millions)

	Year ended
	July 25, 2009		July 26, 2008		July 28, 2007		July 29, 2006		July 30, 2005
Earnings before income taxes, noncontrolling interest and cumulative effect of accounting changes	$	7,693	$	10,255	$	9,461	$	7,633	$	8,036
Fixed charges		444		406		443		202		54
Earnings	$	8,137	$	10,661	$	9,904	$	7,835	$	8,090
Fixed charges (a)	$	444	$	406	$	443	$	202	$	54
RATIO OF EARNINGS TO FIXED CHARGES		18.3		26.2		22.4		38.7		150.6

(a) Included in fixed charges is an estimate of the interest within rental expense. This amount includes 30 percent of the rental expense, which the Company believes is a reasonable approximation of the interest component of rental expense.

EX-99.1

Exhibit 99.1

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per-share amounts)

(Unaudited)

	Three Months Ended
	October 24, 2009		October 25, 2008
NET SALES:(1)
Product	$	7,200	$	8,635
Service		1,821		1,696
Total net sales		9,021		10,331
COST OF SALES:
Product		2,486		2,981
Service		647		669
Total cost of sales		3,133		3,650
GROSS MARGIN		5,888		6,681
OPERATING EXPENSES:
Research and development		1,224		1,406
Sales and marketing		1,995		2,283
General and administrative		440		395
Amortization of purchased intangible assets		105		112
In-process research and development		—		3
Total operating expenses		3,764		4,199
OPERATING INCOME		2,124		2,482
Interest income, net		54		195
Other income (loss), net		61		(72	)
Interest and other income, net		115		123
INCOME BEFORE PROVISION FOR INCOME TAXES		2,239		2,605
Provision for income taxes		452		404
NET INCOME	$	1,787	$	2,201
Net income per share:
Basic	$	0.31	$	0.37
Diluted	$	0.30	$	0.37
Shares used in per-share calculation:
Basic		5,767		5,881
Diluted		5,871		5,972

(1) In October 2009, the Financial Accounting Standards Board issued new accounting guidance related to revenue recognition. Cisco elected to adopt this accounting guidance early on a prospective basis for transactions originating or materially modified in the first quarter of fiscal 2010. Net sales for the three months ended October 24, 2009 were approximately $50 million higher than the net sales that would have been recorded under the previous accounting guidance.

CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	October 24, 2009		July 25, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	4,774	$	5,718
Investments		30,591		29,283
Accounts receivable, net of allowance for doubtful accounts of $216 at October 24, 2009 and July 25, 2009		3,159		3,177
Inventories		1,089		1,074
Deferred tax assets		2,205		2,320
Other current assets		2,879		2,605
Total current assets		44,697		44,177
Property and equipment, net		3,976		4,043
Goodwill		12,942		12,925
Purchased intangible assets, net		1,552		1,702
Other assets		5,513		5,281
TOTAL ASSETS	$	68,680	$	68,128
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	729	$	675
Income taxes payable		97		166
Accrued compensation		2,263		2,535
Deferred revenue		6,397		6,438
Other current liabilities		3,676		3,841
Total current liabilities		13,162		13,655
Long-term debt		10,273		10,295
Income taxes payable		1,755		2,007
Deferred revenue		2,874		2,955
Other long-term liabilities		590		539
Total liabilities		28,654		29,451
Shareholders’ equity		40,026		38,677
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	68,680	$	68,128

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Three Months Ended
	October 24, 2009			October 25, 2008
Cash flows from operating activities:
Net income	$	1,787		$	2,201
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other noncash items		429			393
Share-based compensation expense		321			304
Provision for doubtful accounts		4			17
Deferred income taxes		93			26
Excess tax benefits from share-based compensation		(21	)		(17	)
In-process research and development		—			3
Net (gains) losses on investments		(47	)		70
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		38			453
Inventories		(8	)		8
Lease receivables, net		(100	)		(65	)
Accounts payable		52			(35	)
Income taxes payable		(291	)		(83	)
Accrued compensation		(313	)		(197	)
Deferred revenue		(160	)		(2	)
Other assets		(186	)		(405	)
Other liabilities		(110	)		47
Net cash provided by operating activities		1,488			2,718
Cash flows from investing activities:
Purchases of investments		(9,537	)		(12,461	)
Proceeds from sales of investments		2,769			6,833
Proceeds from maturities of investments		5,664			3,509
Acquisition of property and equipment		(160	)		(361	)
Acquisition of businesses, net of cash and cash equivalents acquired		—			(288	)
Change in investments in privately held companies		(32	)		(11	)
Other		43			(60	)
Net cash used in investing activities		(1,253	)		(2,839	)
Cash flows from financing activities:
Issuance of common stock		634			224
Repurchase of common stock		(1,869	)		(1,002	)
Excess tax benefits from share-based compensation		21			17
Other		35			(112	)
Net cash used in financing activities		(1,179	)		(873	)
Net decrease in cash and cash equivalents		(944	)		(994	)
Cash and cash equivalents, beginning of period		5,718			5,191
Cash and cash equivalents, end of period	$	4,774		$	4,197

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.