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 15, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On November 15, 2017, Cisco Systems, Inc. (“Cisco”) reported its results of operations for its fiscal first quarter 2018 ended October 28, 2017. A copy of the press release issued by Cisco 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 Cisco, 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, and non-GAAP net income per share data 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.

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, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation settlements and other contingencies (such as legal and indemnification settlements and the supplier component remediation amounts), 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.

As described above, Cisco 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. Cisco excludes share-based compensation expense from its non-GAAP measures primarily because they are non-cash expenses and Cisco 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. Cisco 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. Cisco excludes these items because Cisco does not believe these expenses are reflective of ongoing operating results in the period incurred. These amounts arise from Cisco’s prior acquisitions and have no direct correlation to the operation of Cisco’s business.

Acquisition-related/divestiture costs. In connection with its business combinations, Cisco 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 Cisco enters into foreign currency transactions related to pending acquisitions, and may incur gains or losses on such transactions. Cisco 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. Cisco 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 Cisco’s business.

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

Significant litigation settlements and other contingencies. Cisco from time to time may incur charges or benefits related to significant litigation settlements and other contingencies. Cisco 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. Cisco 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. Cisco 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. Cisco 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. Cisco 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 Cisco may exclude if it believes that doing so is consistent with the goal of providing useful information to investors and management.

Cisco will incur share-based compensation expense, amortization of acquisition-related intangible assets, and acquisition-related costs, in future periods. Significant asset impairments, restructurings, significant litigation settlements and other contingencies, significant gains and losses on investments, and divestiture costs could occur in future periods. Cisco could also be impacted by significant tax matters in future periods.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Document
99.1	Press Release of Cisco, dated November 15, 2017, reporting the results of operations for Cisco’s fiscal first quarter ended October 28, 2017.

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 15, 2017	By:	/s/ Kelly A. Kramer
	Name:	Kelly A. Kramer
	Title:	Executive Vice President and Chief Financial Officer

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 FIRST QUARTER EARNINGS

• Q1 Revenue: $12.1 billion

• Decrease of (2)% year over year

• Recurring revenue was 32% of total revenue, up over 3 points year over year

• Q1 Earnings per Share: $0.48 GAAP; $0.61 non-GAAP

• Q2 FY 2018 Outlook:

• Revenue: 1% to 3% growth year over year

• Earnings per Share: GAAP $0.46 to $0.51; Non-GAAP: $0.58 to $0.60

SAN JOSE, Calif. — November 15, 2017 — Cisco today reported first quarter results for the period ended October 28, 2017. Cisco reported first quarter revenue of $12.1 billion, net income on a generally accepted accounting principles (GAAP) basis of $2.4 billion or $0.48 per share, and non-GAAP net income of $3.0 billion or $0.61 per share.

“Our results in Q1 demonstrate the continued progress we’re making on our strategy,” said Chuck Robbins, CEO of Cisco. “The network has never been more critical to business success. Cisco is delivering more insights and intelligence as we help our customers build highly secure, intelligent platforms for digital business.”

GAAP Results

	Q1 FY 2018		Q1 FY 2017		Vs. Q1 FY 2017
Revenue	$	12.1 billion	$	12.4 billion		(2	)%
Net Income	$	2.4 billion	$	2.3 billion		3	%
Diluted Earnings per Share (EPS)	$	0.48	$	0.46		4	%

Non-GAAP Results

	Q1 FY 2018		Q1 FY 2017		Vs. Q1 FY 2017
Net Income	$	3.0 billion	$	3.1 billion		(2	)%
EPS	$	0.61	$	0.61		—	%

Reconciliations between net income, EPS, and other measures on a GAAP and non-GAAP basis are provided in the tables located in the section entitled “Reconciliations of GAAP to non-GAAP Measures.”

“We delivered a solid Q1 and executed well as we focus on strategic priorities and maintaining rigorous discipline on profitability and cash generation,” said Kelly Kramer, CFO of Cisco. “We delivered strong growth in operating and free cash flow, focused investments on long term profitable growth, and returned $3.1 billion to shareholders through repurchases and quarterly dividends.”

1

Financial Summary

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

Q1 FY 2018 Highlights

Revenue — Total revenue was $12.1 billion, down 2%, with product revenue down 3% and service revenue up 1%. 32% of total revenue was from recurring offers, up over 3 percentage points from the first quarter of fiscal 2017. Revenue by geographic segment was: Americas down 1%, EMEA down 3%, and APJC down 1%. Product revenue performance was led by Security and Applications, which increased by 8% and 6%, respectively. Infrastructure Platforms revenue decreased by 4%.

Gross Margin — On a GAAP basis, total gross margin and product gross margin were 61.2% and 60.1%, respectively. The decrease in the product gross margin compared with 63.4% in the first quarter of fiscal 2017 was primarily due to pricing, legal and indemnification settlements, and lower productivity benefits.

Non-GAAP total gross margin and product gross margin were 63.7% and 63.0%, respectively. The decrease in non-GAAP product gross margin compared with 64.8% in the first quarter of fiscal 2017 was primarily due to pricing and lower productivity benefits. While productivity was positive, the benefit was lower than in the prior year as productivity improvements continued to be adversely impacted by an increase in the cost of certain memory components, consistent with our expectations.

GAAP service gross margin was 64.5% and non-GAAP service gross margin was 65.6%.

Total gross margins by geographic segment were: 64.2% for the Americas, 63.2% for EMEA and 62.1% for APJC.

Operating Expenses — On a GAAP basis, operating expenses were $4.7 billion, down 7%. Non-GAAP operating expenses were $4.0 billion, down 3%, and were 33.3% of revenue.

Operating Income — GAAP operating income was $2.8 billion, down 4%, with GAAP operating margin of 22.7%. Non-GAAP operating income was $3.7 billion, down 5%, with non-GAAP operating margin of 30.4%.

Provision for Income Taxes — The GAAP tax provision rate was 19.2%. The non-GAAP tax provision rate was 22.0%.

Net Income and EPS — On a GAAP basis, net income was $2.4 billion and EPS was $0.48. On a non-GAAP basis, net income was $3.0 billion, a decrease of 2%, and EPS was flat at $0.61.

Cash Flow from Operating Activities — was $3.1 billion, an increase of 13% compared with $2.7 billion for the first quarter of fiscal 2017.

Balance Sheet and Other Financial Highlights

Cash and Cash Equivalents and Investments — were $71.6 billion at the end of the first quarter of fiscal 2018, compared with $70.5 billion at the end of fiscal 2017. The total cash and cash equivalents and investments available in the United States at the end of the first quarter of fiscal 2018 were $2.5 billion.

Deferred Revenue — was $18.6 billion, up 10% in total, with deferred product revenue up 16%, driven largely by subscription-based and software offers, and deferred service revenue was up 5%. The portion of product deferred revenue related to recurring software and subscription offers increased 37%.

Capital Allocation — In the first quarter of fiscal 2018, Cisco declared and paid a cash dividend of $0.29 per common share, or $1.4 billion. For the first quarter of fiscal 2018, Cisco repurchased approximately 51 million shares of common stock under its stock repurchase program at an average price of $31.80 per share for an aggregate purchase price of $1.6 billion.

As of October 28, 2017, Cisco had repurchased and retired 4.8 billion shares of Cisco common stock at an average price of $21.41 per share for an aggregate purchase price of approximately $101.9 billion since the inception of the stock repurchase program. The remaining authorized amount for stock repurchases under this program is approximately $10.1 billion with no termination date.

2

Acquisitions

In the first quarter of fiscal 2018, we announced the acquisitions of privately held Springpath, Inc. and privately held Perspica, Inc. The Springpath acquisition is designed to enhance our ability to deliver next-generation data center innovation to customers through hyperconvergence software. The Springpath acquisition closed in the first quarter of fiscal 2018. The Perspica acquisition provides machine learning and data processing technology which enables customers to analyze large amounts of application-related data, in real-time and with business context. The Perspica acquisition closed in the second quarter of fiscal 2018.

We also closed our acquisitions of Viptela, Inc., a privately held company that provides software-defined wide area networking products, and Observable Networks, Inc., a privately held company that offers cloud-native network forensics security applications delivered as a service.

On October 23, 2017, we announced a definitive agreement to acquire BroadSoft, Inc., a publicly held company that offers cloud calling and contact center solutions. The acquisition is expected to close after completion of customary regulatory reviews.

Business Outlook for Q2 FY 2018

Cisco expects to achieve the following results for the second quarter of fiscal 2018:

Q2 FY 2018
Revenue	1% to 3% growth Y/Y
Non-GAAP gross margin rate	62.5% - 63.5%
Non-GAAP operating margin rate	29.5% - 30.5%
Non-GAAP tax provision rate	22%
Non-GAAP EPS	$0.58 - $0.60

Our Q2 FY2018 business outlook does not reflect any impact from the pending acquisition of BroadSoft.

Cisco estimates that GAAP EPS will be $0.46 to $0.51 in the second quarter of fiscal 2018.

A reconciliation between the Business Outlook for Q2 FY 2018 on a GAAP and non-GAAP basis is provided in the table entitled “GAAP to non-GAAP Business Outlook for Q2 FY 2018” located in the section entitled “Reconciliations of GAAP to non-GAAP Measures.”

Editor’s Notes:

• Q1 fiscal year 2018 conference call to discuss Cisco’s results along with its business outlook will be held on Wednesday, November 15, 2017 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, November 15, 2017 to 4:00 p.m. Pacific Time, November 22, 2017 at 1-866-421-0447 (United States) or 1-203-369-0803 (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, November 15, 2017. 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
	October 28, 2017			October 29, 2016
REVENUE:
Product	$	9,054		$	9,302
Service		3,082			3,050
Total revenue		12,136			12,352
COST OF SALES:
Product		3,615			3,403
Service		1,094			1,065
Total cost of sales		4,709			4,468
GROSS MARGIN		7,427			7,884
OPERATING EXPENSES:
Research and development		1,567			1,545
Sales and marketing		2,334			2,418
General and administrative		557			555
Amortization of purchased intangible assets		61			78
Restructuring and other charges		152			411
Total operating expenses		4,671			5,007
OPERATING INCOME		2,756			2,877
Interest income		379			295
Interest expense		(235	)		(198	)
Other income (loss), net		62			(21	)
Interest and other income (loss), net		206			76
INCOME BEFORE PROVISION FOR INCOME TAXES		2,962			2,953
Provision for income taxes		568			631
NET INCOME	$	2,394		$	2,322
Net income per share:
Basic	$	0.48		$	0.46
Diluted	$	0.48		$	0.46
Shares used in per-share calculation:
Basic		4,959			5,027
Diluted		4,994			5,066
Cash dividends declared per common share	$	0.29		$	0.26

4

CISCO SYSTEMS, INC.

REVENUE BY SEGMENT

(In millions, except percentages)

	Three Months Ended October 28, 2017
	Amount		Y/Y%
Revenue:
Americas	$	7,350		(1	)%
EMEA		2,909		(3	)%
APJC		1,877		(1	)%
Total	$	12,136		(2	)%

CISCO SYSTEMS, INC.

GROSS MARGIN PERCENTAGE BY SEGMENT

(In percentages)

	Three Months Ended October 28, 2017
Gross Margin Percentage:
Americas		64.2	%
EMEA		63.2	%
APJC		62.1	%

5

CISCO SYSTEMS, INC.

REVENUE FOR GROUPS OF SIMILAR PRODUCTS AND SERVICES

(In millions, except percentages)

	Three Months Ended October 28, 2017
	Amount		Y/Y%
Revenue:
Infrastructure Platforms	$	6,970		(4	)%
Applications		1,203		6	%
Security		585		8	%
Other Products		296		(16	)%
Total Product		9,054		(3	)%
Services		3,082		1	%
Total	$	12,136		(2	)%

Effective Q1 FY 2018, we began reporting our product and service revenue in the following five categories: Infrastructure Platforms, Applications, Security, Other Products and Services. The change better aligns our product categories with our evolving business model. Our segments will continue to be based on geographies which consist of the Americas, EMEA, and APJC. This change only impacts how we report revenue by product category. The reclassified product category revenue by quarter is available on Cisco’s Investor Relations website at investor.cisco.com/investor-relations/financial-information/Financial-Results/default.aspx.

6

CISCO SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	October 28, 2017		July 29, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	11,043	$	11,708
Investments		60,545		58,784
Accounts receivable, net of allowance for doubtful accounts of $193 at October 28, 2017 and $211 at July 29, 2017		4,206		5,146
Inventories		1,693		1,616
Financing receivables, net		5,038		4,856
Other current assets		1,555		1,593
Total current assets		84,080		83,703
Property and equipment, net		3,202		3,322
Financing receivables, net		4,876		4,738
Goodwill		30,233		29,766
Purchased intangible assets, net		2,677		2,539
Deferred tax assets		4,006		4,239
Other assets		1,448		1,511
TOTAL ASSETS	$	130,522	$	129,818
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	10,239	$	7,992
Accounts payable		1,155		1,385
Income taxes payable		86		98
Accrued compensation		2,684		2,895
Deferred revenue		10,920		10,821
Other current liabilities		4,200		4,392
Total current liabilities		29,284		27,583
Long-term debt		25,684		25,725
Income taxes payable		883		1,250
Deferred revenue		7,645		7,673
Other long-term liabilities		1,476		1,450
Total liabilities		64,972		63,681
Total equity		65,550		66,137
TOTAL LIABILITIES AND EQUITY	$	130,522	$	129,818

7

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Three Months Ended
	October 28, 2017			October 29, 2016
Cash flows from operating activities:
Net income	$	2,394		$	2,322
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other		566			599
Share-based compensation expense		392			372
Provision for receivables		(17	)		15
Deferred income taxes		178			158
Excess tax benefits from share-based compensation		—			(91	)
(Gains) losses on divestitures, investments and other, net		(56	)		32
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable		957			1,049
Inventories		(80	)		44
Financing receivables		(333	)		(900	)
Other assets		8			191
Accounts payable		(235	)		(63	)
Income taxes, net		(419	)		(440	)
Accrued compensation		(215	)		(333	)
Deferred revenue		77			462
Other liabilities		(137	)		(687	)
Net cash provided by operating activities		3,080			2,730
Cash flows from investing activities:
Purchases of investments		(8,275	)		(18,667	)
Proceeds from sales of investments		2,682			11,337
Proceeds from maturities of investments		3,929			2,449
Acquisition of businesses, net of cash and cash equivalents acquired		(725	)		(251	)
Purchases of investments in privately held companies		(20	)		(38	)
Return of investments in privately held companies		81			24
Acquisition of property and equipment		(168	)		(275	)
Proceeds from sales of property and equipment		1			2
Other		—			23
Net cash used in investing activities		(2,495	)		(5,396	)
Cash flows from financing activities:
Issuances of common stock		9			88
Repurchases of common stock - repurchase program		(1,686	)		(1,023	)
Shares repurchased for tax withholdings on vesting of restricted stock units		(342	)		(401	)
Short-term borrowings, original maturities of 90 days or less, net		(2,498	)		—
Issuances of debt		5,482			6,232
Repayments of debt		(748	)		(1	)
Excess tax benefits from share-based compensation		—			91
Dividends paid		(1,436	)		(1,308	)
Other		(31	)		(60	)
Net cash provided by (used in) financing activities		(1,250	)		3,618
Net increase (decrease) in cash and cash equivalents		(665	)		952
Cash and cash equivalents, beginning of period		11,708			7,631
Cash and cash equivalents, end of period	$	11,043		$	8,583
Supplemental cash flow information:
Cash paid for interest	$	283		$	248
Cash paid for income taxes, net	$	810		$	913

8

CISCO SYSTEMS, INC.

DEFERRED REVENUE

(In millions)

	October 28, 2017		July 29, 2017		October 29, 2016
Deferred revenue:
Service	$	10,991	$	11,302	$	10,424
Product:
Deferred revenue related to recurring software and subscription offers		5,213		4,971		3,801
Other product deferred revenue		2,361		2,221		2,726
Total product deferred revenue		7,574		7,192		6,527
Total	$	18,565	$	18,494	$	16,951
Reported as:
Current	$	10,920	$	10,821	$	10,215
Noncurrent		7,645		7,673		6,736
Total	$	18,565	$	18,494	$	16,951

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 2018
October 28, 2017	$	0.29	$	1,436		51	$	31.80	$	1,620	$	3,056
Fiscal 2017
July 29, 2017	$	0.29	$	1,448		38	$	31.61	$	1,201	$	2,649
April 29, 2017		0.29		1,451		15		33.71		503		1,954
January 28, 2017		0.26		1,304		33		30.33		1,001		2,305
October 29, 2016		0.26		1,308		32		31.12		1,001		2,309
Total	$	1.10	$	5,511		118	$	31.38	$	3,706	$	9,217

9

CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GAAP TO NON-GAAP NET INCOME

(In millions, except per-share amounts)

	Three Months Ended
	October 28, 2017			October 29, 2016
GAAP net income	$	2,394		$	2,322
Adjustments to cost of sales:
Share-based compensation expense		57			54
Amortization of acquisition-related intangible assets		139			112
Supplier component remediation charge (adjustment), net		(19	)		—
Legal and indemnification settlements		122			—
Total adjustments to GAAP cost of sales		299			166
Adjustments to operating expenses:
Share-based compensation expense		335			315
Amortization of acquisition-related intangible assets		61			78
Acquisition-related/divestiture costs		83			53
Significant asset impairments and restructurings		152			411
Total adjustments to GAAP operating expenses		631			857
Total adjustments to GAAP income before provision for income taxes		930			1,023
Income tax effect of non-GAAP adjustments		(288	)		(244	)
Non-GAAP net income	$	3,036		$	3,101
Diluted net income per share:
GAAP	$	0.48		$	0.46
Non-GAAP	$	0.61		$	0.61

10

CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

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

(In millions, except percentages)

	Three Months Ended
	October 28, 2017
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Y/Y			Operating Income			Y/Y			Net Income			Y/Y
GAAP amount	$	5,439		$	1,988		$	7,427		$	4,671			(7	)%	$	2,756			(4	)%	$	2,394			3	%
% of revenue		60.1	%		64.5	%		61.2	%		38.5	%					22.7	%					19.7	%
Adjustments to GAAP amounts:
Share-based compensation expense		23			34			57			335						392						392
Amortization of acquisition-related intangible assets		139			—			139			61						200						200
Supplier component remediation charge (adjustment), net		(19	)		—			(19	)		—						(19	)					(19	)
Legal and indemnification settlements		122			—			122			—						122						122
Acquisition/divestiture-related costs		—			—			—			83						83						83
Significant asset impairments and restructurings		—			—			—			152						152						152
Income tax effect		—			—			—			—						—						(288	)
Non-GAAP amount	$	5,704		$	2,022		$	7,726		$	4,040			(3	)%	$	3,686			(5	)%	$	3,036			(2	)%
% of revenue		63.0	%		65.6	%		63.7	%		33.3	%					30.4	%					25.0	%

	Three Months Ended
	October 29, 2016
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Operating Income			Net Income
GAAP amount	$	5,899		$	1,985		$	7,884		$	5,007		$	2,877		$	2,322
% of revenue		63.4	%		65.1	%		63.8	%		40.5	%		23.3	%		18.8	%
Adjustments to GAAP amounts:
Share-based compensation expense		21			33			54			315			369			369
Amortization of acquisition-related intangible assets		112			—			112			78			190			190
Acquisition/divestiture-related costs		—			—			—			53			53			53
Significant asset impairments and restructurings		—			—			—			411			411			411
Income tax effect		—			—			—			—			—			(244	)
Non-GAAP amount	$	6,032		$	2,018		$	8,050		$	4,150		$	3,900		$	3,101
% of revenue		64.8	%		66.2	%		65.2	%		33.6	%		31.6	%		25.1	%

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CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

EFFECTIVE TAX RATE

(In percentages)

	Three Months Ended
	October 28, 2017		October 29, 2016
GAAP effective tax rate		19.2%		21.4%
Total adjustments to GAAP provision for income taxes		2.8%		0.6%
Non-GAAP effective tax rate		22.0%		22.0%

GAAP TO NON-GAAP BUSINESS OUTLOOK FOR Q2 FY 2018

Q2 FY 2018	Gross Margin Rate	Operating Margin Rate	Tax Provision Rate	Earnings per Share (2)
GAAP	61.0% - 62.0%	23.0% - 24.0%	18%	$	0.46 - $0.51
Estimated adjustments for:
Share-based compensation expense	0.5%	3.5%	—	$	0.05 - $0.06
Amortization of purchased intangible assets and other acquisition-related/divestiture costs	1.0%	2.0%	—	$	0.03 - $0.04
Restructuring and other charges (1)	—	1.0%	—	$	0.01 - $0.02
Income tax effect of non-GAAP adjustments	—	—	4%
Non-GAAP	62.5% - 63.5%	29.5% - 30.5%	22%	$	0.58 - $0.60

⁽¹⁾ In August 2016, we began taking action under a restructuring plan in order to reinvest in our key priority areas with estimated pretax charges of approximately $850 million. In the first quarter of fiscal 2018, we extended the restructuring plan to include an additional $150 million of estimated additional pretax charges. We have recognized pretax charges of $908 million to our GAAP financial results in relation to this restructuring plan since its inception. We expect to recognize the remaining charges under this plan primarily in the second quarter of fiscal 2018.

⁽²⁾  Estimated adjustments to GAAP earnings per share are shown after income tax effects.

Our Q2 FY2018 business outlook does not reflect any impact from the pending acquisition of BroadSoft.

Except as noted above, this business outlook does not include the effects of any future acquisitions/divestitures, asset impairments, restructurings and significant tax matters or other events, which may or may not be significant unless specifically stated.

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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 continued execution on our strategy, the continued criticality of the network to business success, our ability to deliver more insights and intelligence as we help our customers build highly secure, intelligent platforms for digital business, and our ability to continue to execute well and return value to our shareholders) and the future financial performance of Cisco (including the business outlook for Q2 FY 2018) 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; our ability to achieve the benefits of the announced restructuring and possible changes in the size and timing of the related charges; 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 report on Form 10-K filed on September 7, 2017. 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 report on Form 10-K as it may be amended from time to time. Cisco’s results of operations for the three months ended October 28, 2017 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, and non-GAAP net income per share data 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.

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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, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation settlements 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.

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 ^© 2017 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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