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): May 18, 2016

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 (see General Instruction A.2. below):

¨ 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 May 18, 2016, Cisco Systems, Inc. (the “Registrant”) reported its results of operations for its fiscal third quarter 2016 ended April 30, 2016. 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 exhibit includes non-GAAP net income, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income and margin, non-GAAP effective tax rates, non-GAAP net income per share data, non-GAAP inventory turns, and free cash flow for the periods presented. It also includes future estimated ranges for gross margin, operating margin, tax provision rate and EPS on a non-GAAP basis.

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. 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 measures 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 its historical and projected 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 periods presented. The Registrant believes that the presentation of free cash flow, which it defines as the net cash provided by operating activities less cash used to acquire property and equipment, to be a liquidity measure that provides useful information to management and investors because of the Registrant’s intent to return a stated percentage of free cash flow to shareholders in the form of dividends and stock repurchases. The Registrant further regards free cash flow as a useful measure because it reflects cash that can be used to, among other things, invest in its business, make strategic acquisitions, repurchase common stock, and pay dividends on its common stock, after deducting capital investments.

For its internal budgeting process, the Registrant’s management uses financial statements that do not include, when applicable, share-based compensation expense, amortization of acquisition-related intangible assets, impact to cost of sales from purchase accounting adjustments to inventory, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation and other contingencies, significant gains and losses on investments, the income tax effects of the foregoing, and significant tax matters. 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. In prior periods, the Registrant has excluded other items that it no longer excludes for purposes of its non-GAAP financial measures. From time to time in the future, there may be other items that the Registrant may exclude for purposes of its internal budgeting process and in reviewing its financial results.

The Registrant divested the Customer Premises Equipment portion of its Service Provider Video Connected Devices business (“SP Video CPE Business”) during the second quarter of fiscal 2016 on November 20, 2015. The attached exhibit includes, where indicated, financial measures that exclude the SP Video CPE Business. The Registrant believes that the presentation of these measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations because the SP Video CPE Business is no longer part of and will not be part of the Registrant on a go forward basis. The Registrant’s management also uses the financial measures excluding the SP Video CPE Business 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:

Share-based compensation expense. These expenses consist primarily of expenses for employee restricted stock and restricted stock units, employee stock options, and employee stock purchase rights, including such expenses associated with acquisitions. The Registrant excludes share-based compensation expense from its non-GAAP measures primarily because they are non-cash expenses and the Registrant believes that it is useful to investors to understand the impact of share-based compensation to its results of operations.

Amortization of acquisition-related intangible assets. The Registrant incurs amortization of intangible assets (which may include impairment charges from the write-downs of purchased intangible assets) in connection with acquisitions. Such intangible assets may include purchased intangible assets with finite lives, capitalized in process research and development and goodwill. The Registrant excludes these items because the Registrant does not believe these expenses are 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.

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. The Registrant excludes such impacts as these amounts arise from the Registrant’s prior acquisitions and have no direct correlation to the operation of the Registrant’s business.

Acquisition-related/divestiture costs. In connection with its business combinations, the Registrant incurs compensation expense, changes to the fair value of contingent consideration, as well as professional fees and other direct expenses such as restructuring activities related to the acquired company. In addition, from time to time the Registrant enters into foreign currency transactions related to pending acquisitions, and may incur gains or losses on such transactions. The Registrant may also from time to time incur gains or losses from divestitures of a business area as well as professional fees and other direct expenses associated with such transactions. The Registrant excludes such compensation expense, changes to the fair value of contingent consideration, fees, other direct expenses, and gains and losses, as they are related to acquisitions and divestitures and have no direct correlation to the operation of the Registrant’s business.

Significant asset impairments and restructurings. The Registrant from time to time incurs significant asset impairments, restructuring charges, and gains or losses on asset disposals. The Registrant excludes these items, when significant, because it does not believe they are reflective of ongoing business and operating results.

Significant litigation and other contingencies. The Registrant from time to time may incur charges or benefits related to significant litigation and other contingencies. The Registrant excludes these charges or benefits, when significant, because it does not believe they are reflective of ongoing business and operating results.

Significant gains and losses on investments. The Registrant does not actively trade public equity securities and investments in privately held companies nor does it plan on these investments for funding of ongoing operations, and investments. The Registrant excludes gains and losses on these investments, when significant, because it does not believe they are reflective of 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.

Significant tax matters. The Registrant may incur tax charges or benefits in the current period that relate to one or more prior fiscal years as a result of events such as changes in tax legislation, court decisions, and/or tax settlements. The Registrant excludes these charges or benefits, when significant, because it does not believe they are reflective of ongoing business and operating results.

From time to time in the future, there may be other items that the Registrant may exclude if it believes that doing so is consistent with the goal of providing useful information to investors and management.

The Registrant will incur share-based compensation expense, amortization of acquisition-related intangible assets, impacts to cost of sales from purchase accounting adjustments to inventory, and acquisition-related costs, in future periods. Significant asset impairments, restructurings, significant litigation and other contingencies, significant gains and losses on investments, and divestiture costs could occur in future periods. The Registrant could also be impacted by significant tax matters 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: May 18, 2016	By:	/s/ Kelly A. Kramer
	Name:	Kelly A. Kramer
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release of Registrant, dated May 18, 2016, reporting the results of operations for the Registrant’s fiscal third quarter ended April 30, 2016.

EX-99.1

Exhibit 99.1

Press Contact:	Investor Relations Contact:
Andrea Duffy	Marilyn Mora
Cisco	Cisco
1 (646) 295-5241	1 (408) 527-7452
anduffy@cisco.com	marilmor@cisco.com

CISCO REPORTS THIRD QUARTER EARNINGS

Solid Quarter Driven by Strong Execution; Continued Strong Margins and Momentum in Growth Areas

• Q3 Revenue: $12.0 billion

• Growth of 3% year over year — Q3 guidance was 1% to 4% growth year over year (normalized to exclude the SP Video CPE Business for Q3 2015)

• Q3 Earnings per Share: $0.46 GAAP; $0.57 non-GAAP

• Q4 Guidance:

• Revenue: 0% - 3% growth year over year (normalized to exclude the SP Video CPE Business for Q4 2015)

• Earnings per Share: GAAP $0.48 - $0.53; Non-GAAP: $0.59 to $0.61

SAN JOSE, Calif. — May 18, 2016 — Cisco today reported third quarter results for the period ended April 30, 2016. Cisco reported third quarter revenue of $12.0 billion, net income on a generally accepted accounting principles (GAAP) basis of $2.3 billion or $0.46 per share, and non-GAAP net income of $2.9 billion or $0.57 per share.

“We delivered a strong Q3, executing well despite the challenging environment,” said Chuck Robbins, Cisco chief executive officer. “I’m pleased with our performance today as well as the progress we’re making in transitioning our business to a more software and subscription focus, which we’ll continue to apply across our entire portfolio.”

GAAP Results

	Q3 2016		Q3 2015		Vs. Q3 2015
Revenue (including SP Video CPE Business for all periods)	$	12.0 billion	$	12.1 billion		(1	)%
Revenue (excluding SP Video CPE Business for all periods)	$	12.0 billion	$	11.6 billion		3	%
Net Income	$	2.3 billion	$	2.4 billion		(4	)%
Diluted Earnings per Share (EPS)	$	0.46	$	0.47		(2	)%

Non-GAAP Results

	Q3 2016		Q3 2015		Vs. Q3 2015
Net Income	$	2.9 billion	$	2.8 billion		3	%
EPS	$	0.57	$	0.54		6	%

The third quarter of fiscal 2016 had 14 weeks compared with 13 weeks in the third quarter of fiscal 2015.

A reconciliation between net income and EPS on a GAAP and non-GAAP basis is provided in the table following the Consolidated Statements of Operations. Supplementary information related to other GAAP and non-GAAP measures is also provided in the tables following.

“Once again we delivered a solid quarter in Q3, with 3% top line growth, and even faster non-GAAP EPS growth and strong margins,” said Kelly Kramer, Cisco executive vice president and chief financial officer. “We executed well on our financial strategy, allowing us to invest in our business model transition to software and recurring revenues so that our customers are able to consume Cisco technology in the way that is best for their business.”

1

Financial Highlights for Q3 Fiscal 2016

All comparative percentages are on a year-over-year basis unless otherwise noted.

All revenue, non-GAAP, and geographic financial information in this “Financial Highlights for Q3 Fiscal 2016” section are presented excluding the SP Video CPE Business for prior periods as it was divested during the second quarter of fiscal 2016 on November 20, 2015.

Revenue — Revenue was $12.0 billion, up 3% with product revenue up 1% and service revenue up 11%. Revenue by geographic segment was: Americas up 4%, EMEA down 2%, and APJC up 10%. Product revenue growth was led by Security, Collaboration and SP Video which increased by 17%, 10% and 18%, respectively. Wireless and Data Center each increased by 1%, while Switching and NGN Routing decreased by 3% and 5%, respectively.

Gross Margin — On a GAAP basis, total gross margin and product gross margin were 64.3% and 63.8%, respectively. The increase in the product gross margin compared with 61.6% in the third quarter of fiscal 2015 was primarily due to continued productivity improvements and the divestiture of the SP Video CPE Business, partially offset by pricing and to a lesser extent product mix.

Non-GAAP total gross margin and product gross margin were 65.2% and 64.5%, respectively. The non-GAAP product gross margin was unchanged compared to the third quarter of fiscal 2015 as continued productivity improvements were offset by pricing and to a lesser extent product mix.

GAAP service margin was 65.9% and non-GAAP service gross margin was 67.1%.

Total gross margins by geographic segment were: 66.3% for the Americas, 65.5% for EMEA and 60.4% for APJC.

Operating Expenses — On a GAAP basis, operating expenses were $4.7 billion, up 3%. Non-GAAP operating expenses were $4.2 billion, up 4%, and at 35.2% of revenue. Headcount compared with the end of the second quarter of fiscal 2016 increased by 1,447 to 73,104, driven by additional headcount from acquisitions and investments in key growth areas such as security, cloud and software.

Operating Income — GAAP operating income was $3.0 billion, up 2%, with GAAP operating margin of 24.9%. Non-GAAP operating income was $3.6 billion, up 5%, with non-GAAP operating margin at 30.0%.

Provision for Income Taxes — The GAAP tax provision rate was 23.8%. The non-GAAP tax provision rate was 22.0%.

Net Income and EPS — On a GAAP basis, net income was $2.3 billion and EPS was $0.46. On a non-GAAP basis, net income was $2.9 billion, an increase of 4%, and EPS was $0.57, an increase of 6%.

Cash Flow from Operating Activities — was $3.1 billion an increase of 1% compared with $3.0 billion for the third quarter of fiscal 2015.

Cash and Cash Equivalents and Investments — were $63.5 billion at the end of the third quarter of fiscal 2016, compared with $60.4 billion at the end of the second quarter of fiscal 2016, and compared with $60.4 billion at the end of fiscal 2015. The total cash and cash equivalents and investments available in the United States at the end of the third quarter of fiscal 2016 were $6.3 billion.

Deferred Revenue — was $15.3 billion, up 8% in total, with deferred product revenue up 9%, driven largely by subscription-based and software offerings, and deferred service revenue up 7%. Cisco continued to build a greater mix of recurring revenue as reflected in deferred revenue.

Days Sales Outstanding in Accounts Receivable (DSO) — was 33 days at the end of the third quarter of fiscal 2016, compared with 33 days at the end of the second quarter of fiscal 2016, and compared with 37 days at the end of the third quarter of fiscal 2015.

Other Financial Highlights

In the third quarter of fiscal 2016, Cisco declared and paid a cash dividend of $0.26 per common share, or $1.3 billion. For the third quarter of fiscal 2016, Cisco repurchased approximately 27 million shares of common stock under its stock repurchase program at an average price of $24.08 per share for an aggregate purchase price of $649 million.

As of April 30, 2016, Cisco had repurchased and retired 4.6 billion shares of Cisco common stock at an average price of $20.99 per share for an aggregate purchase price of approximately $95.8 billion since the inception of the stock repurchase program. The remaining authorized amount for stock repurchases under this program is approximately $16.2 billion with no termination date.

Acquisitions

During the third quarter of fiscal 2016, Cisco completed the following acquisitions:

Jasper Technologies — provides a cloud-based Internet of Things (IoT) service platform to help enterprises and service providers launch, manage and monetize IoT services on a global scale.

Acano — provides on-premises and cloud-based video infrastructure and collaboration software.

Synata — will enable us to deliver search capabilities for collaboration cloud applications.

Leaba — a fabless semiconductor company whose semiconductor expertise is expected to help to accelerate Cisco’s next generation product portfolio and bring new capabilities to the market faster.

CliQr — provides an application-defined cloud orchestration platform that is expected to help Cisco customers simplify and accelerate their private, public and hybrid cloud deployments.

2

Business Outlook for Q4 Fiscal 2016

Cisco estimates that GAAP EPS will be $0.48 to $0.53 which is lower than non-GAAP EPS by $0.08 to $0.11 per share in the fourth quarter of fiscal 2016 as follows:

Q4 2016
Share-based compensation expense	$	0.05 - $0.06
Amortization of purchased intangible assets and other acquisition-related/divestiture costs		0.03 -   0.05
Total	$	0.08 - $0.11

Share-based compensation expense is expected to impact Cisco’s results of operations in similar proportions as the third quarter of fiscal 2016. Amortization of purchased intangible assets and other acquisition-related/divestiture costs will be reported as GAAP operating expenses, cost of sales, or other income/(loss) as applicable. Except as noted above, this guidance does not include the effects of any future acquisitions/divestitures, asset impairments, restructurings and tax or other events, which may or may not be significant unless specifically stated.

On November 20, 2015, during the second quarter of fiscal 2016, Cisco completed its divestiture of the SP Video CPE Business. In order to provide a clear view of Cisco’s continuing expected financial performance, the revenue guidance for the fourth quarter of fiscal 2016 is normalized to exclude the SP Video CPE Business for the fourth quarter of fiscal 2015. The corresponding revenue in the fourth quarter of fiscal 2015 for the SP Video CPE Business was $487 million.

Cisco expects to achieve the following results for the fourth quarter of fiscal year 2016:

Business Outlook for Q4 2016
Revenue (normalized to exclude SP Video CPE Business for Q4 FY15)	0% - 3%
Non-GAAP gross margin rate	63% - 64%
Non-GAAP operating margin rate	29% - 30%
Non-GAAP tax provision rate	22%
Non-GAAP EPS	$0.59 - $0.61

Editor’s Notes:

• Q3 fiscal year 2016 conference call to discuss Cisco’s results along with its business outlook will be held on Wednesday, May 18, 2016 at 1:30 p.m. Pacific Time. Conference call number is 1-888-848-6507 (United States) or 1-212-519-0847 (international).

• Conference call replay will be available from 4:00 p.m. Pacific Time, May 18, 2016 to 4:00 p.m. Pacific Time, May 25, 2016 at 1-866-457-5715 (United States) or 1-203-369-1293 (international). The replay will also be available via webcast on the Cisco Investor Relations website at http://investor.cisco.com.

• 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, May 18, 2016. 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 the GAAP to non-GAAP reconciliation information, will be available on the Cisco Investor Relations website at http://investor.cisco.com.

3

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per-share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	April 30, 2016			April 25, 2015			April 30, 2016			April 25, 2015
REVENUE:
Product	$	8,875		$	9,326		$	27,702		$	27,839
Service		3,125			2,811			8,907			8,479
Total revenue		12,000			12,137			36,609			36,318
COST OF SALES:
Product		3,214			3,584			10,547			11,309
Service		1,065			1,028			3,077			3,061
Total cost of sales		4,279			4,612			13,624			14,370
GROSS MARGIN		7,721			7,525			22,985			21,948
OPERATING EXPENSES:
Research and development		1,626			1,547			4,695			4,659
Sales and marketing		2,447			2,449			7,176			7,272
General and administrative		566			510			1,281			1,504
Amortization of purchased intangible assets		81			70			221			213
Restructuring and other charges		17			24			255			411
Total operating expenses		4,737			4,600			13,628			14,059
OPERATING INCOME		2,984			2,925			9,357			7,889
Interest income		270			190			732			558
Interest expense		(175	)		(139	)		(496	)		(417	)
Other income (loss), net		4			59			(67	)		238
Interest and other income (loss), net		99			110			169			379
INCOME BEFORE PROVISION FOR INCOME TAXES		3,083			3,035			9,526			8,268
Provision for income taxes		734			598			1,600			1,606
NET INCOME	$	2,349		$	2,437		$	7,926		$	6,662
Net income per share:
Basic	$	0.47		$	0.48		$	1.57		$	1.30
Diluted	$	0.46		$	0.47		$	1.56		$	1.29
Shares used in per-share calculation:
Basic		5,032			5,102			5,060			5,110
Diluted		5,065			5,148			5,095			5,154
Cash dividends declared per common share	$	0.26		$	0.21		$	0.68		$	0.59

The Consolidated Statements of Operations include the results of the SP Video CPE Business prior to its divestiture during the second quarter of fiscal 2016 on November 20, 2015. Accordingly, the nine months ended April 30, 2016 include four months of financial results for this business.

4

CISCO SYSTEMS, INC.

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME

(In millions, except per-share amounts)

	Three Months Ended						Nine Months Ended
	April 30, 2016			April 25, 2015			April 30, 2016			April 25, 2015
GAAP net income	$	2,349		$	2,437		$	7,926		$	6,662
Adjustments to cost of sales:
Share-based compensation expense		58			56			160			149
Amortization of acquisition-related intangible assets		115			172			366			586
Supplier component remediation adjustment		(74	)		(164	)		(74	)		(164	)
Rockstar patent portfolio charge		—			—			—			188
Acquisition-related/divestiture costs		—			—			1			—
Significant asset impairments and restructurings		—			—			(2	)		—
Total adjustments to GAAP cost of sales		99			64			451			759
Adjustments to operating expenses:
Share-based compensation expense		337			311			927			897
Amortization of acquisition-related intangible assets		81			70			221			213
Acquisition-related/divestiture costs (1)		76			79			(55	)		272
Significant asset impairments and restructurings		17			24			255			411
Total adjustments to GAAP operating expenses		511			484			1,348			1,793
Adjustments to other income (loss), net:
Gain on VCE reorganization		—			—			—			(126	)
Total adjustments to GAAP income before provision for income taxes		610			548			1,799			2,426
Income tax effect of non-GAAP adjustments		(133	)		(124	)		(427	)		(546	)
Significant tax matters (2)		54			(66	)		(465	)		(200	)
Total adjustments to GAAP provision for income taxes		(79	)		(190	)		(892	)		(746	)
Non-GAAP net income	$	2,880		$	2,795		$	8,833		$	8,342
Diluted net income per share:
GAAP	$	0.46		$	0.47		$	1.56		$	1.29
Non-GAAP	$	0.57		$	0.54		$	1.73		$	1.62

⁽¹⁾ During the second quarter of fiscal 2016 on November 20, 2015, Cisco completed its divestiture of the SP Video CPE Business. This sale resulted in a pre-tax gain of $285 million, net of certain transaction costs incurred. The gain on this transaction was excluded from non-GAAP net income for the first nine months of fiscal 2016.

⁽²⁾ Cisco recorded certain net tax benefits totaling $465 million related to prior-year periods that were excluded from non-GAAP net income for the first nine months of fiscal 2016.

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CISCO SYSTEMS, INC.

REVENUE BY SEGMENT

(In millions, except percentages)

	April 30, 2016
	Three Months Ended			Nine Months Ended
	Amount		Y/Y %	Amount		Y/Y %
Revenue:
Including SP Video CPE Business for all periods:
Americas	$	7,062	(3)%	$	21,773	—  %
EMEA		3,001	(4)%		9,176	—  %
APJC		1,937	10%		5,660	8%
Total	$	12,000	(1)%	$	36,609	1%
Excluding SP Video CPE Business for all periods:
Americas	$	7,062	4%	$	21,395	3%
EMEA		3,001	(2)%		9,068	—  %
APJC		1,937	10%		5,642	8%
Total	$	12,000	3%	$	36,105	3%

During the second quarter of fiscal 2016 on November 20, 2015, Cisco completed its divestiture of the SP Video CPE Business. SP Video CPE Business revenue for the three months ended April 25, 2015 was $519 million and for the nine months ended April 30, 2016 and April 25, 2015 was $504 million and $1,359 million, respectively.

CISCO SYSTEMS, INC.

GROSS MARGIN PERCENTAGE BY SEGMENT

(In percentages)

	April 30, 2016
	Three Months Ended	Nine Months Ended
Gross Margin Percentage:
Including SP Video CPE Business for all periods:
Americas	66.3%	64.5%
EMEA	65.5%	64.9%
APJC	60.4%	60.7%
Excluding SP Video CPE Business for all periods (1):
Americas	66.3%	65.5%
EMEA	65.5%	65.5%
APJC	60.4%	60.9%

⁽¹⁾ During the second quarter of fiscal 2016 on November 20, 2015, Cisco completed its divestiture of the SP Video CPE Business. SP Video CPE Business gross profit for the nine months ended April 30, 2016 was $41 million and $15 million for the Americas and EMEA, respectively.

6

CISCO SYSTEMS, INC.

REVENUE FOR GROUPS OF SIMILAR PRODUCTS AND SERVICES

(In millions, except percentages)

	April 30, 2016
	Three Months Ended				Nine Months Ended
	Amount		Y/Y %		Amount		Y/Y %
Revenue:
Switching	$	3,447		(3)%	$	10,952		(1)%
NGN Routing		1,894		(5)%		5,532		(3)%
Collaboration		1,069		10%		3,203		10%
Data Center		811		1%		2,492		7%
Wireless		615		1%		1,873		3%
Service Provider Video(1)		468		18%		1,476		23%
Security		482		17%		1,429		11%
Other		89		62%		241		33%
Product - excluding SP Video CPE Business		8,875		1%		27,198		3%
Service		3,125		11%		8,907		5%
Total - excluding SP Video CPE Business		12,000		3%		36,105		3%
SP Video CPE Business (2)		—				504
Total	$	12,000		(1)%	$	36,609		1%

⁽¹⁾ Excludes SP Video CPE Business revenue for all periods presented as it was divested during the second quarter of fiscal 2016 on November 20, 2015. SP Video CPE Business revenue was $519 million and $1,359 million for the three and nine months ended April 25, 2015, respectively.

⁽²⁾ Includes SP Video CPE Business revenue through the date of divestiture of November 20, 2015.

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CISCO SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	April 30, 2016		July 25, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	8,895	$	6,877
Investments		54,617		53,539
Accounts receivable, net of allowance for doubtful accounts of $244 at April 30, 2016 and $302 at July 25, 2015		4,047		5,344
Inventories		1,343		1,627
Financing receivables, net		4,716		4,491
Deferred tax assets		2,723		2,915
Other current assets		2,230		1,490
Total current assets		78,571		76,283
Property and equipment, net		3,529		3,332
Financing receivables, net		3,900		3,858
Goodwill		26,762		24,469
Purchased intangible assets, net		2,744		2,376
Other assets		3,148		3,163
TOTAL ASSETS	$	118,654	$	113,481
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	4,164	$	3,897
Accounts payable		1,007		1,104
Income taxes payable		152		62
Accrued compensation		2,745		3,049
Deferred revenue		9,662		9,824
Other current liabilities		6,273		5,687
Total current liabilities		24,003		23,623
Long-term debt		24,431		21,457
Income taxes payable		891		1,876
Deferred revenue		5,610		5,359
Other long-term liabilities		1,361		1,459
Total liabilities		56,296		53,774
Total equity		62,358		59,707
TOTAL LIABILITIES AND EQUITY	$	118,654	$	113,481

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	April 30, 2016			April 25, 2015
Cash flows from operating activities:
Net income	$	7,926		$	6,662
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other		1,546			1,799
Share-based compensation expense		1,101			1,044
Provision for receivables		(27	)		82
Deferred income taxes		229			438
Excess tax benefits from share-based compensation		(103	)		(102	)
(Gains) losses on divestitures, investments and other, net		(279	)		(231	)
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable		1,412			97
Inventories		189			(235	)
Financing receivables		(296	)		36
Other assets		(94	)		(349	)
Accounts payable		(114	)		101
Income taxes, net		(723	)		(511	)
Accrued compensation		(318	)		(324	)
Deferred revenue		7			217
Other liabilities		(704	)		(310	)
Net cash provided by operating activities		9,752			8,414
Cash flows from investing activities:
Purchases of investments		(36,366	)		(30,617	)
Proceeds from sales of investments		23,806			13,890
Proceeds from maturities of investments		11,790			11,632
Acquisition of businesses, net of cash and cash equivalents acquired		(3,161	)		(238	)
Proceeds from business divestiture		372			—
Purchases of investments in privately held companies		(202	)		(155	)
Return of investments in privately held companies		74			274
Acquisition of property and equipment		(880	)		(907	)
Proceeds from sales of property and equipment		11			8
Other		(195	)		(115	)
Net cash used in investing activities		(4,751	)		(6,228	)
Cash flows from financing activities:
Issuances of common stock		771			1,584
Repurchases of common stock—repurchase program		(3,154	)		(3,325	)
Shares repurchased for tax withholdings on vesting of restricted stock units		(469	)		(415	)
Short-term borrowings, original maturities less than 90 days, net		(4	)		496
Issuances of debt		6,978			—
Repayments of debt		(3,863	)		(507	)
Excess tax benefits from share-based compensation		103			102
Dividends paid		(3,441	)		(3,017	)
Other		96			40
Net cash used in financing activities		(2,983	)		(5,042	)
Net increase (decrease) in cash and cash equivalents		2,018			(2,856	)
Cash and cash equivalents, beginning of period		6,877			6,726
Cash and cash equivalents, end of period	$	8,895		$	3,870
Supplemental cash flow information:
Cash paid for interest	$	691		$	646
Cash paid for income taxes, net	$	2,093		$	1,680

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

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CISCO SYSTEMS, INC.

DEFERRED REVENUE

(In millions)

	April 30, 2016		January 23, 2016		April 25, 2015
Deferred revenue:
Service	$	9,866	$	9,657	$	9,236
Product:
Unrecognized revenue on product shipments and other deferred revenue		4,987		4,974		4,258
Cash receipts related to unrecognized revenue from two-tier distributors		419		554		687
Total product deferred revenue		5,406		5,528		4,945
Total	$	15,272	$	15,185	$	14,181
Reported as:
Current	$	9,662	$	9,796	$	9,371
Noncurrent		5,610		5,389		4,810
Total	$	15,272	$	15,185	$	14,181

CISCO SYSTEMS, INC.

INVENTORIES AND INVENTORY TURNS

(In millions, except annualized inventory turns)

	April 30, 2016			January 23, 2016			April 25, 2015
Inventories:
Raw materials	$	108		$	99		$	264
Work in process		—			1			2
Finished goods:
Distributor inventory and deferred cost of sales		513			564			635
Manufactured finished goods		469			446			547
Total finished goods		982			1,010			1,182
Service-related spares		234			224			268
Demonstration systems		19			28			44
Total	$	1,343		$	1,362		$	1,760
Annualized inventory turns - GAAP		12.0			12.6			10.1
Cost of sales adjustments		(0.3	)		(0.4	)		(0.1	)
Annualized inventory turns - non-GAAP		11.7			12.2			10.0

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CISCO SYSTEMS, INC.

DIVIDENDS PAID AND REPURCHASES OF COMMON STOCK

(In millions, except per-share amounts)

	DIVIDENDS				STOCK REPURCHASE PROGRAM						TOTAL
Quarter Ended	Per Share		Amount		Shares		Weighted- Average Price per Share		Amount		Amount
Fiscal 2016
April 30, 2016	$	0.26	$	1,308		27	$	24.08	$	649	$	1,957
January 23, 2016		0.21		1,065		48		26.12		1,262		2,327
October 24, 2015		0.21		1,068		45		26.83		1,207		2,275
	$	0.68	$	3,441		120	$	25.93	$	3,118	$	6,559
Fiscal 2015
July 25, 2015	$	0.21	$	1,069		35	$	28.62	$	1,005	$	2,074
April 25, 2015		0.21		1,070		35		28.39		1,008		2,078
January 24, 2015		0.19		974		44		27.63		1,208		2,182
October 25, 2014		0.19		973		41		24.58		1,013		1,986
Total	$	0.80	$	4,086		155	$	27.22	$	4,234	$	8,320

CISCO SYSTEMS, INC.

FREE CASH FLOW

(In millions)

	Three Months Ended
	April 30, 2016			January 23, 2016			April 25, 2015
Net cash provided by operating activities	$	3,064		$	3,922		$	3,040
Acquisition of property and equipment		(304	)		(314	)		(357	)
Free cash flow	$	2,760		$	3,608		$	2,683

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CISCO SYSTEMS, INC.

SUPPLEMENTARY INFORMATION - RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GROSS MARGINS, OPERATING EXPENSES, OPERATING MARGINS, AND NET INCOME

(In millions, except percentages)

	Three Months Ended April 30, 2016
		Product Gross   Margin		Service Gross   Margin		Total Gross   Margin		Operating   Expenses	Y/Y		Operating   Income	Y/Y		Net   Income	Y/Y
GAAP amount	$	5,661	$	2,060	$	7,721	$	4,737	3%	$	2,984	2%	$	2,349	(4)%
% of revenue		63.8%		65.9%		64.3%		39.5%			24.9%			19.6%
Adjustments to GAAP amounts:
Share-based compensation expense		21		37		58		337			395			395
Amortization of acquisition-related intangible assets		115		—		115		81			196			196
Supplier component remediation adjustment		(74)		—		(74)		—			(74)			(74)
Acquisition/divestiture-related costs		—		—		—		76			76			76
Significant asset impairments and restructurings		—		—		—		17			17			17
Income tax/significant tax matters		—		—		—		—			—			(79)
Non-GAAP amount	$	5,723	$	2,097	$	7,820	$	4,226	4%	$	3,594	5%	$	2,880	4%
% of revenue		64.5%		67.1%		65.2%		35.2%			30.0%			24.0%

On November 20, 2015, during the second quarter of fiscal 2016, Cisco completed its divestiture of the SP Video CPE Business. Accordingly, the growth rates above are normalized to exclude the SP Video CPE Business for the third quarter of fiscal 2015 as detailed in the table below.

	Three Months Ended April 25, 2015
	Product Gross   Margin		Service Gross   Margin		Total Gross   Margin		Operating   Expenses		Operating   Income		Net   Income
GAAP amount	$	5,742	$	1,783	$	7,525	$	4,600	$	2,925	$	2,437
% of revenue		61.6%		63.4%		62.0%		37.9%		24.1%		20.1%
Adjustments to GAAP amounts:
Share-based compensation expense		12		44		56		311		367		367
Amortization of acquisition-related intangible assets		172		—		172		70		242		242
Supplier component remediation adjustment		(164)		—		(164)		—		(164)		(164)
Acquisition/divestiture-related costs		—		—		—		79		79		79
Significant asset impairments and restructurings		—		—		—		24		24		24
Income tax/significant tax matters		—		—		—		—		—		(190)
Non-GAAP amount	$	5,762	$	1,827	$	7,589	$	4,116	$	3,473	$	2,795
Less: SP Video CPE Business		(84)		—		(84)		(37)		(47)		(36)
Non-GAAP amount (excluding SP Video CPE Business)	$	5,678	$	1,827	$	7,505	$	4,079	$	3,426	$	2,759
% of revenue		64.5%		65.0%		64.6%		35.1%		29.5%		23.7%

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EFFECTIVE TAX RATE

(In percentages)

	Three Months Ended						Nine Months Ended
	April 30, 2016			April 25, 2015			April 30, 2016			April 25, 2015
GAAP effective tax rate		23.8	%		19.7	%		16.8	%		19.4	%
Tax effect of non-GAAP adjustments to net income		(1.8	)%		2.3	%		5.2	%		2.6	%
Non-GAAP effective tax rate		22.0	%		22.0	%		22.0	%		22.0	%

COST OF SALES USED IN INVENTORY TURNS

(In millions)

	Three Months Ended
	April 30, 2016			January 23, 2016			April 25, 2015
GAAP cost of sales	$	4,279		$	4,495		$	4,612
Cost of sales adjustments:
Share-based compensation expense		(58	)		(51	)		(56	)
Amortization of acquisition-related intangible assets		(115	)		(123	)		(172	)
Supplier component remediation adjustment		74			—			164
Acquisition-related/divestiture costs		—			(1	)		—
Significant asset impairments and restructurings		—			1			—
Non-GAAP cost of sales	$	4,180		$	4,321		$	4,548

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Forward Looking Statements, Non-GAAP Information and Additional Information

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 the impact of the challenging macro environment, our ability to transition our business model to software and recurring revenues across our entire portfolio, our ability to deliver profitable growth and maintain strong margins, and our financial guidance) 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 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 return on our investments in certain priorities, key growth areas, and in certain geographical locations, as well as maintaining leadership in routing, switching and services; 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; our ability to achieve expected benefits of our partnerships; increased competition in our product and service markets, including the data center market; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; manufacturing and sourcing risks; product defects and returns; litigation involving patents, intellectual property, antitrust, shareholder and other matters, and governmental investigations; man-made problems such as cyber-attacks, data protection breaches, computer viruses or terrorism; natural catastrophic events; a pandemic or epidemic; our ability to achieve the benefits anticipated from our investments in sales, engineering, service, marketing and manufacturing activities; our ability to recruit and retain key personnel; our ability to manage financial risk, and to manage expenses during economic downturns; risks related to the global nature of our operations, including our operations in emerging markets; currency fluctuations and other international factors; changes in provision for income taxes, including changes in tax laws and regulations or adverse outcomes resulting from examinations of our income tax returns; potential volatility in operating results; and other factors listed in Cisco’s most recent reports on Forms 10-Q and 10-K filed on February 18, 2016 and September 8, 2015, respectively. 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 Forms 10-Q and 10-K as each may be amended from time to time. Cisco’s results of operations for the three and nine months ended April 30, 2016 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 gross margins, non-GAAP operating expenses, non-GAAP operating income and margin, non-GAAP effective tax rates, non-GAAP net income per share data, non-GAAP inventory turns and free cash flow for the periods presented. It also includes future estimated ranges for gross margin, operating margin, tax provision rate and EPS on a non-GAAP basis.

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 measures 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 its historical and projected 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 periods presented. Cisco believes that the presentation of free cash flow, which it defines as the net cash provided by operating activities less cash used to acquire property and equipment, to be a liquidity measure that provides useful information to management and investors because of its intent to return a stated percentage of free cash flow to shareholders in the form of dividends and stock repurchases. Cisco further regards free cash flow as a useful measure because it reflects cash that can be used to, among other things, invest in its business, make strategic acquisitions, repurchase common stock and pay dividends on its common stock, after deducting capital investments.

For its internal budgeting process, Cisco’s management uses financial statements that do not include, when applicable, share-based compensation expense, amortization of acquisition-related intangible assets, impact to cost of sales from purchase accounting adjustments to inventory, acquisition-related/divestiture costs, significant asset impairments and restructurings,

14

significant litigation and other contingencies, significant gains and losses on investments, the income tax effects of the foregoing and significant tax matters. Cisco’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Cisco. In prior periods, Cisco has excluded other items that it no longer excludes for purposes of its non-GAAP financial measures. From time to time in the future there may be other items that Cisco may exclude for purposes of its internal budgeting process and in reviewing its financial results. 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 to the Securities and Exchange Commission.

Cisco divested the Customer Premises Equipment portion of the Service Provider Video Connected Devices business (“SP Video CPE Business”) during the second quarter of fiscal 2016 on November 20, 2015. This release includes, where indicated, financial measures that exclude the SP Video CPE Business. Cisco believes that the presentation of these measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations because the SP Video CPE Business is no longer part of Cisco and will not be part of Cisco on a go forward basis. Cisco’s management also uses the financial measures excluding the SP Video CPE Business in reviewing the financial results of Cisco.

About Cisco

Cisco (NASDAQ: CSCO) is the worldwide technology leader that has been making the Internet work since 1984. Our people, products and partners help society securely connect and seize tomorrow’s digital opportunity today. Discover more at thenetwork.cisco.com and follow us on Twitter at @Cisco.

Copyright ^© 2016 Cisco and/or its affiliates. All rights reserved. Cisco and the Cisco logo are trademarks or registered trademarks of Cisco and/or its affiliates in the U.S. and other countries. To view a list of Cisco trademarks, go to: www.cisco.com/go/trademarks. Third-party 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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