Edgar Filing: CISCO SYSTEMS, INC.

CSCO - 2014.04.26 - 10Q Q3'14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 26, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-18225

CISCO SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)




California		77-0059951
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

170 West Tasman Drive

San Jose, California 95134

(Address of principal executive office and zip code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x		Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Number of shares of the registrant’s common stock outstanding as of May 16, 2014: 5,122,689,670

Table of Contents

Cisco Systems, Inc.

Form 10-Q for the Quarter Ended April 26, 2014

INDEX



		Page
Part I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets at April 26, 2014 and July 27, 2013	3
	Consolidated Statements of Operations for the Three and Nine Months Ended April 26, 2014 and April 27, 2013	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended April 26, 2014 and April 27, 2013	5
	Consolidated Statements of Cash Flows for the Nine Months Ended April 26, 2014 and April 27, 2013	6
	Consolidated Statements of Equity for the Nine Months Ended April 26, 2014 and April 27, 2013	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	77
Part II.	Other Information	78
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	96
Item 3.	Defaults Upon Senior Securities	97
Item 4.	Mine Safety Disclosures	97
Item 5.	Other Information	97
Item 6.	Exhibits	97
	Signature	98

Table of Contents

PART 1. FINANCIAL INFORMATION



Item 1.	Financial Statements (Unaudited)

CISCO SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

(Unaudited)



	April 26, 2014		July 27, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	6,241	$	7,925
Investments	44,228		42,685
Accounts receivable, net of allowance for doubtful accounts of $247 at April 26, 2014 and $228 at July 27, 2013	4,443		5,470
Inventories	1,528		1,476
Financing receivables, net	4,071		4,037
Deferred tax assets	2,504		2,616
Other current assets	1,273		1,312
Total current assets	64,288		65,521
Property and equipment, net	3,310		3,322
Financing receivables, net	3,537		3,911
Goodwill	24,076		21,919
Purchased intangible assets, net	3,461		3,403
Other assets	3,184		3,115
TOTAL ASSETS	$	101,856	$	101,191
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	508	$	3,283
Accounts payable	1,051		1,029
Income taxes payable	—		192
Accrued compensation	2,813		3,182
Deferred revenue	9,198		9,262
Other current liabilities	4,945		5,048
Total current liabilities	18,515		21,996
Long-term debt	20,384		12,928
Income taxes payable	1,530		1,748
Deferred revenue	3,953		4,161
Other long-term liabilities	1,678		1,230
Total liabilities	46,060		42,063
Commitments and contingencies (Note 12)
Equity:
Cisco shareholders’ equity:
Preferred stock, no par value: 5 shares authorized; none issued and outstanding	—		—
Common stock and additional paid-in capital, $0.001 par value: 20,000 shares authorized; 5,116 and 5,389 shares issued and outstanding at April 26, 2014 and July 27, 2013, respectively	41,241		42,297
Retained earnings	13,849		16,215
Accumulated other comprehensive income	697		608
Total Cisco shareholders’ equity	55,787		59,120
Noncontrolling interests	9		8
Total equity	55,796		59,128
TOTAL LIABILITIES AND EQUITY	$	101,856	$	101,191

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per-share amounts)

(Unaudited)



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
REVENUE:
Product	$	8,820		$	9,559		$	26,640		$	28,293
Service	2,725			2,657			8,145			7,897
Total revenue	11,545			12,216			34,785			36,190
COST OF SALES:
Product	3,595			3,782			11,665			11,387
Service	944			923			2,756			2,710
Total cost of sales	4,539			4,705			14,421			14,097
GROSS MARGIN	7,006			7,511			20,364			22,093
OPERATING EXPENSES:
Research and development	1,565			1,542			4,701			4,425
Sales and marketing	2,342			2,375			7,030			7,178
General and administrative	460			530			1,426			1,674
Amortization of purchased intangible assets	71			89			207			329
Restructuring and other charges	26			33			336			105
Total operating expenses	4,464			4,569			13,700			13,711
OPERATING INCOME	2,542			2,942			6,664			8,382
Interest income	170			162			508			483
Interest expense	(146		)	(145		)	(422		)	(440		)
Other income (loss), net	76			(14		)	187			(69		)
Interest and other income (loss), net	100			3			273			(26		)
INCOME BEFORE PROVISION FOR INCOME TAXES	2,642			2,945			6,937			8,356
Provision for income taxes	461			467			1,331			643
NET INCOME	$	2,181		$	2,478		$	5,606		$	7,713

Net income per share:
Basic	$	0.42		$	0.47		$	1.06		$	1.45
Diluted	$	0.42		$	0.46		$	1.06		$	1.44
Shares used in per-share calculation:
Basic	5,143			5,329			5,271			5,316
Diluted	5,180			5,387			5,311			5,361

Cash dividends declared per common share	$	0.19		$	0.17		$	0.53		$	0.45

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Net income	$	2,181		$	2,478		$	5,606		$	7,713
Available-for-sale investments:
Change in net unrealized gains, net of tax benefit (expense) of $(8) and $(131) for the three and nine months ended April 26, 2014, respectively, and $38 and $(7) for the corresponding periods of fiscal 2013, respectively	(8		)	(63		)	209			10
Net gains reclassified into earnings, net of tax expense of $26 and $88 for the three and nine months ended April 26, 2014, respectively, and $2 and $16 for the corresponding periods of fiscal 2013, respectively	(43		)	(4		)	(146		)	(30		)
	(51		)	(67		)	63			(20		)
Cash flow hedging instruments:
Change in unrealized gains and losses, net of tax benefit (expense) of $(1) and $(2) for the three and nine months ended April 26, 2014, respectively, and $1 and $(1) for the corresponding periods of fiscal 2013, respectively	13			(10		)	44			58
Net (gains) losses reclassified into earnings	(16		)	(4		)	(44		)	(7		)
	(3		)	(14		)	—			51
Net change in cumulative translation adjustment and other, net of tax benefit (expense) of $(5) for each of the three and nine months ended April 26, 2014, respectively, and $1 and $(14) for the corresponding periods of fiscal 2013, respectively	42			(128		)	27			(8		)
Other comprehensive (loss) income	(12		)	(209		)	90			23
Comprehensive income	2,169			2,269			5,696			7,736
Comprehensive (income) loss attributable to noncontrolling interests	6			—			(1		)	5
Comprehensive income attributable to Cisco Systems, Inc.	$	2,175		$	2,269		$	5,695		$	7,741

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Nine Months Ended
	April 26, 2014			April 27, 2013
Cash flows from operating activities:
Net income	$	5,606		$	7,713
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other	1,811			1,851
Share-based compensation expense	1,009			880
Provision for receivables	48			46
Deferred income taxes	(181		)	48
Excess tax benefits from share-based compensation	(84		)	(48		)
(Gains) losses on investments and other, net	(228		)	(68		)
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable	1,064			(439		)
Inventories	(50		)	238
Financing receivables	332			(448		)
Other assets	180			(41		)
Accounts payable	(2		)	91
Income taxes, net	(356		)	(642		)
Accrued compensation	(411		)	(48		)
Deferred revenue	(309		)	(169		)
Other liabilities	291			(56		)
Net cash provided by operating activities	8,720			8,908

Cash flows from investing activities:
Purchases of investments	(27,884		)	(23,969		)
Proceeds from sales of investments	14,490			7,279
Proceeds from maturities of investments	12,048			13,234
Acquisition of property and equipment	(950		)	(843		)
Acquisition of businesses, net of cash and cash equivalents acquired	(2,784		)	(6,371		)
Purchases of investments in privately held companies	(315		)	(140		)
Return of investments in privately held companies	119			110
Proceeds from sales of property and equipment	168			57
Other	(30		)	(10		)
Net cash used in investing activities	(5,138		)	(10,653		)

Cash flows from financing activities:
Issuances of common stock	1,053			1,193
Repurchases of common stock - repurchase program	(7,965		)	(1,554		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(345		)	(249		)
Short-term borrowings, original maturities less than 90 days, net	(2		)	(20		)
Issuances of debt	8,001			—
Repayments of debt	(3,274		)	—
Excess tax benefits from share-based compensation	84			48
Dividends paid	(2,784		)	(2,392		)
Other	(34		)	42
Net cash used in financing activities	(5,266		)	(2,932		)
Net decrease in cash and cash equivalents	(1,684		)	(4,677		)
Cash and cash equivalents, beginning of period	7,925			9,799
Cash and cash equivalents, end of period	$	6,241		$	5,122

Supplemental cash flow information:
Cash paid for interest	$	561		$	562
Cash paid for income taxes, net	$	1,868		$	1,236

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, except per-share amounts)

(Unaudited)



Nine Months Ended April 26, 2014	Shares of Common Stock		Common Stock and Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Cisco Shareholders’ Equity			Non-Controlling Interests		Total Equity
BALANCE AT JULY 27, 2013	5,389		$	42,297		$	16,215		$	608	$	59,120		$	8	$	59,128
Net income						5,606					5,606					5,606
Other comprehensive income									89		89			1		90
Issuance of common stock	100		1,053								1,053					1,053
Repurchase of common stock	(359	)	(2,837		)	(5,188		)			(8,025		)			(8,025		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(14	)	(345		)						(345		)			(345		)
Cash dividends declared ($0.53 per common share)						(2,784		)			(2,784		)			(2,784		)
Tax effects from employee stock incentive plans			16								16					16
Share-based compensation expense			1,009								1,009					1,009
Purchase acquisitions and other			48								48					48
BALANCE AT APRIL 26, 2014	5,116		$	41,241		$	13,849		$	697	$	55,787		$	9	$	55,796



Nine Months Ended April 27, 2013	Shares of Common Stock		Common Stock and Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Cisco Shareholders’ Equity			Non-Controlling Interests			Total Equity
BALANCE AT JULY 28, 2012	5,298		$	39,271		$	11,354		$	661	$	51,286		$	15		$	51,301
Net income						7,713					7,713						7,713
Other comprehensive income (loss)									28		28			(5		)	23
Issuance of common stock	111		1,193								1,193						1,193
Repurchase of common stock	(81	)	(606		)	(1,007		)			(1,613		)				(1,613		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(13	)	(249		)						(249		)				(249		)
Cash dividends declared ($0.45 per common share)						(2,392		)			(2,392		)				(2,392		)
Tax effects from employee stock incentive plans			(120		)						(120		)				(120		)
Share-based compensation expense			880								880						880
Purchase acquisitions and other			62								62						62
BALANCE AT APRIL 27, 2013	5,315		$	40,431		$	15,668		$	689	$	56,788		$	10		$	56,798

In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of April 26, 2014, the Company’s Board of Directors had authorized an aggregate repurchase of up to $97 billion of common stock under this program, with no termination date. The stock repurchases since the inception of this program and the related impacts on Cisco shareholders’ equity are summarized in the following table (in millions):



	Shares of Common Stock	Common Stock and Additional Paid-In Capital		Retained Earnings		Total Cisco Shareholders’ Equity
Repurchases of common stock under the repurchase program	4,227	$	20,839	$	66,092	$	86,931

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	Basis of Presentation

The fiscal year for Cisco Systems, Inc. (the “Company” or “Cisco”) is the 52 or 53 weeks ending on the last Saturday in July. Fiscal 2014 and fiscal 2013 are each 52-week fiscal years. The Consolidated Financial Statements include the accounts of Cisco and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company conducts business globally and is primarily managed on a geographic basis in the following three geographic segments: the Americas; Europe, Middle East, and Africa (EMEA); and Asia Pacific, Japan, and China (APJC).

The accompanying financial data as of April 26, 2014 and for the three and nine months ended April 26, 2014 and April 27, 2013 has been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations. The July 27, 2013 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 27, 2013.

The Company consolidates its investments in a venture fund managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”) as this is a variable interest entity and the Company is the primary beneficiary. The noncontrolling interests attributed to SOFTBANK are presented as a separate component from the Company’s equity in the equity section of the Consolidated Balance Sheets. SOFTBANK’s share of the earnings in the venture fund are not presented separately in the Consolidated Statements of Operations as these amounts are not material for any of the fiscal periods presented.

In the opinion of management, all adjustments (which include normal recurring adjustments, except as disclosed herein) necessary to present fairly the statement of financial position as of April 26, 2014; the results of operations and statements of comprehensive income for the three and nine months ended April 26, 2014 and April 27, 2013; and the statements of cash flows and equity for the nine months ended April 26, 2014 and April 27, 2013, as applicable, have been made. The results of operations for the three and nine months ended April 26, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Certain reclassifications have been made to prior-period amounts in order to conform to the current period’s presentation. The Company has evaluated subsequent events through the date that the financial statements were issued.


2.	Recent Accounting Pronouncements


(a)	New Accounting Updates Recently Adopted

In December 2011, the Financial Accounting Standards Board (FASB) issued an accounting standard update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to enforceable master netting arrangements or similar agreements. This accounting standard became effective for the Company in the first quarter of fiscal 2014. As a result of the application of this accounting standard update, the Company has provided additional disclosures in Note 11.

In July 2012, the FASB issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update became effective for the Company beginning in the first quarter of fiscal 2014, and its adoption did not have any impact on the Company’s Consolidated Financial Statements.

In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard became effective for the Company in the first quarter of fiscal 2014. As a result of the application of this accounting standard update, the Company has provided additional disclosures in Note 15.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Recent Accounting Standards or Updates Not Yet Effective

In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in the foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within the foreign entity. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2015. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

In July 2013, the FASB issued an accounting standard update that provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists. Under the new standard update, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, is to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2015 and applied prospectively with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

In April 2014, the FASB issued an accounting standard update that changes the criteria for reporting discontinued operations. Under the accounting standard update, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results when either it qualifies as held for sale, disposed of by sale, or disposed of other than by sale. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2016. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.


3.	Business Combinations


(a)	Acquisition Summary

The Company completed five business combinations during the nine months ended April 26, 2014. A summary of the allocation of the total purchase consideration is presented as follows (in millions):



	Purchase Consideration		Net Tangible Assets Acquired (Liabilities Assumed)			Purchased Intangible Assets		Goodwill
Composite Software, Inc.	$	160	$	(10	)	$	75	$	95
Sourcefire, Inc.	2,449		81			577		1,791
WhipTail Technologies, Inc.	351		(34		)	105		280
All others (2 in total)	10		(2		)	6		6
Total	$	2,970	$	35		$	763	$	2,172

On July 29, 2013, the Company completed its acquisition of privately held Composite Software, Inc. (“Composite Software”), a provider of data virtualization software and services. Composite Software provides technology that connects many types of data from across the network and makes it appear as if the data is in one place. With its acquisition of Composite Software, the Company intends to extend its next-generation services platform by connecting data and infrastructure. Revenue from the Composite Software acquisition has been included in the Company's Services category.

On October 7, 2013, the Company completed its acquisition of Sourcefire, Inc. (“Sourcefire”), a leader in intelligent cybersecurity solutions. Sourcefire delivers innovative, highly automated security through continuous awareness, threat detection, and protection across its portfolio, including next-generation intrusion prevention systems, next-generation firewalls, and advanced malware protection. With the Sourcefire acquisition, the Company aims to accelerate its security strategy of defending, discovering, and remediating advanced threats to provide continuous security solutions to the Company’s customers in more places across the network. Product revenue from the Sourcefire acquisition has been included in the Company's Security product category.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On October 28, 2013, the Company completed its acquisition of privately held WhipTail Technologies, Inc. (“WhipTail”), a leader in high performance, scalable solid state memory systems that enable organizations to simplify data center and virtualized environments and process more data in less time. With its WhipTail acquisition, the Company aims to strengthen its Unified Computing System (UCS) strategy and enhance application performance by integrating scalable solid state memory into the UCS’s fabric computing architecture. Product revenue from the WhipTail acquisition has been included in the Company's Data Center product category.

The total purchase consideration related to the Company’s business combinations completed during the nine months ended April 26, 2014 consisted of either cash consideration or cash consideration along with vested share-based awards assumed. The total cash and cash equivalents acquired from these business combinations was approximately $132 million. Total transaction costs related to the Company’s business combination activities were $7 million and $23 million for the nine months ended April 26, 2014 and April 27, 2013, respectively. These transaction costs were expensed as incurred in general and administrative (G&A) expenses in the Consolidated Statements of Operations.

The Company’s purchase price allocation for business combinations completed during recent periods is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but at that time was unknown to the Company, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred.

The goodwill generated from the Company’s business combinations completed during the nine months ended April 26, 2014 is primarily related to expected synergies. The goodwill is generally not deductible for income tax purposes.

The Consolidated Financial Statements include the operating results of each business combination from the date of acquisition. Pro forma results of operations for the acquisitions completed during the nine months ended April 26, 2014 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.


(b)	Insieme Networks, Inc.

In the second quarter of fiscal 2014, the Company acquired the remaining interest in Insieme Networks, Inc. See Note 12.


4.	Goodwill and Purchased Intangible Assets


(a)	Goodwill

The following table presents the goodwill allocated to the Company’s reportable segments as of and during the nine months ended April 26, 2014 (in millions):



	Balance at July 27, 2013		Acquisitions		Other			Balance at April 26, 2014
Americas	$	13,800	$	1,198	$	(12	)	$	14,986
EMEA	5,037		638		(3		)	5,672
APJC	3,082		336		—			3,418
Total	$	21,919	$	2,172	$	(15	)	$	24,076

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Purchased Intangible Assets

The following table presents details of the Company’s intangible assets acquired through business combinations completed during the nine months ended April 26, 2014 (in millions, except years):



	FINITE LIVES									INDEFINITE LIVES		TOTAL
	TECHNOLOGY			CUSTOMER RELATIONSHIPS			OTHER			IPR&D		TOTAL
	Weighted-Average Useful Life (in Years)	Amount		Weighted-Average Useful Life (in Years)	Amount		Weighted-Average Useful Life (in Years)	Amount		Amount		Amount
Composite Software, Inc.	6.0	$	60	3.9	$	14	0.0	$	—	$	1	$	75
Sourcefire, Inc.	7.0	400		5.0	129		3.0	26		22		577
WhipTail Technologies, Inc.	5.0	63		5.0	1		2.7	3		38		105
All other acquisitions	3.0	6		0.0	—		0.0	—		—		6
Total		$	529		$	144		$	29	$	61	$	763

The following tables present details of the Company’s purchased intangible assets (in millions):



April 26, 2014	Gross		Accumulated Amortization			Net
Purchased intangible assets with finite lives:
Technology	$	4,117	$	(1,885	)	$	2,232
Customer relationships	1,698		(653		)	1,045
Other	56		(16		)	40
Total purchased intangible assets with finite lives	5,871		(2,554		)	3,317
In-process research and development, with indefinite lives	144		—			144
Total	$	6,015	$	(2,554	)	$	3,461



July 27, 2013	Gross		Accumulated Amortization			Net
Purchased intangible assets with finite lives:
Technology	$	3,563	$	(1,366	)	$	2,197
Customer relationships	1,566		(466		)	1,100
Other	30		(10		)	20
Total purchased intangible assets with finite lives	5,159		(1,842		)	3,317
In-process research and development, with indefinite lives	86		—			86
Total	$	5,245	$	(1,842	)	$	3,403

Purchased intangible assets include intangible assets acquired through business combinations as well as through direct purchases or licenses.

The following table presents the amortization of purchased intangible assets (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Amortization of purchased intangible assets:
Cost of sales	$	190	$	156	$	553	$	444
Operating expenses	71		89		207		329
Total	$	261	$	245	$	760	$	773

There were no impairment charges related to purchased intangible assets during the periods presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The estimated future amortization expense of purchased intangible assets with finite lives as of April 26, 2014 is as follows (in millions):



Fiscal Year	Amount
2014 (remaining three months)	$	259
2015	959
2016	726
2017	550
2018	398
Thereafter	425
Total	$	3,317


5.	Restructuring and Other Charges

August Fiscal 2014 Plan

In August 2013, the Company announced a workforce reduction plan that will impact up to 4,000 employees, or 5%, of the Company’s global workforce. This workforce reduction plan is designed to enable the Company to rebalance its workforce in order to reinvest in key growth areas such as the cloud, data center, mobility, services, software, and security and to drive operational efficiencies. As the Company intends to reinvest in the above areas, it does not expect significant overall cost savings as a result of this rebalancing of its resources.

In connection with this restructuring action, the Company incurred charges of $26 million and $336 million for the three and nine months ended April 26, 2014. The Company expects total pre-tax charges pursuant to these restructuring actions not to exceed $500 million, and that substantially all of the remaining charges will be incurred in the fourth quarter of fiscal 2014.

The following table summarizes the activities related to the restructuring and other charges pursuant to the August Fiscal 2014 Plan (in millions):



August Fiscal 2014 Plan	Employee Severance			Other			Total
Gross charges in fiscal 2014	$	331		$	5		$	336
Cash payments	(306		)	—			(306		)
Non-cash items	—			(5		)	(5		)
Liability as of April 26, 2014	$	25		$	—		$	25

Fiscal 2011 Plans

The Fiscal 2011 Plans consist primarily of the realignment and restructuring of the Company’s business announced in July 2011 and of certain consumer product lines as announced during April 2011. The Company completed the Fiscal 2011 Plans at the end of fiscal 2013 and does not expect any remaining charges related to these actions. The Company incurred cumulative charges of approximately $1.1 billion in connection with these plans. For the three and nine months ended April 27, 2013, such charges were $33 million and $105 million. The remaining liability balance as of April 26, 2014 was $4 million inclusive of severance and non-severance activities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


6.	Balance Sheet Details

The following tables provide details of selected balance sheet items (in millions):



	April 26, 2014		July 27, 2013
Inventories:
Raw materials	$	57	$	105
Work in process	5		24
Finished goods:
Distributor inventory and deferred cost of sales	623		572
Manufactured finished goods	550		480
Total finished goods	1,173		1,052
Service-related spares	255		256
Demonstration systems	38		39
Total	$	1,528	$	1,476



Property and equipment, net:
Land, buildings, and building and leasehold improvements	$	4,496		$	4,426
Computer equipment and related software	1,442			1,416
Production, engineering, and other equipment	5,750			5,721
Operating lease assets ⁽¹⁾	360			326
Furniture and fixtures	508			497
	12,556			12,386
Less accumulated depreciation and amortization ⁽¹⁾	(9,246		)	(9,064		)
Total	$	3,310		$	3,322

(1) Accumulated depreciation related to operating lease assets was $198 and $203 as of April 26, 2014 and July 27, 2013, respectively.



Other assets:
Deferred tax assets	$	1,540	$	1,539
Investments in privately held companies	923		833
Other	721		743
Total	$	3,184	$	3,115



Deferred revenue:
Service	$	8,746	$	9,403
Product:
Unrecognized revenue on product shipments and other deferred revenue	3,669		3,340
Cash receipts related to unrecognized revenue from two-tier distributors	736		680
Total product deferred revenue	4,405		4,020
Total	$	13,151	$	13,423
Reported as:
Current	$	9,198	$	9,262
Noncurrent	3,953		4,161
Total	$	13,151	$	13,423

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


7.	Financing Receivables and Guarantees


(a)	Financing Receivables

Financing receivables primarily consist of lease receivables, loan receivables, and financed service contracts and other. Lease receivables represent sales-type and direct-financing leases resulting from the sale of the Company’s and complementary third-party products and are typically collateralized by a security interest in the underlying assets. Loan receivables represent financing arrangements related to the sale of the Company’s products and services, which may include additional funding for other costs associated with network installation and integration of the Company’s products and services. Lease receivables consist of arrangements with terms of four years on average, while loan receivables generally have terms of up to three years. The financed service contracts and other category includes financing receivables related to technical support and advanced services, as well as receivables related to financing of certain indirect costs associated with leases. Revenue related to the technical support services is typically deferred and included in deferred service revenue and is recognized ratably over the period during which the related services are to be performed, which typically ranges from one to three years.

A summary of the Company’s financing receivables is presented as follows (in millions):



April 26, 2014	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total Financing Receivables
Gross	$	3,783		$	1,621		$	2,810		$	8,214
Unearned income	(246		)	—			—			(246		)
Allowance for credit loss	(249		)	(92		)	(19		)	(360		)
Total, net	$	3,288		$	1,529		$	2,791		$	7,608
Reported as:
Current	$	1,480		$	814		$	1,777		$	4,071
Noncurrent	1,808			715			1,014			3,537
Total, net	$	3,288		$	1,529		$	2,791		$	7,608



July 27, 2013	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total Financing Receivables
Gross	$	3,780		$	1,649		$	3,136		$	8,565
Unearned income	(273		)	—			—			(273		)
Allowance for credit loss	(238		)	(86		)	(20		)	(344		)
Total, net	$	3,269		$	1,563		$	3,116		$	7,948
Reported as:
Current	$	1,418		$	898		$	1,721		$	4,037
Noncurrent	1,851			665			1,395			3,911
Total, net	$	3,269		$	1,563		$	3,116		$	7,948

As of April 26, 2014 and July 27, 2013, the deferred service revenue related to the financed service contracts and other was $1,592 million and $2,036 million, respectively.

Contractual maturities of the gross lease receivables at April 26, 2014 are summarized as follows (in millions):



Fiscal Year	Amount
2014 (remaining three months)	$	589
2015	1,471
2016	971
2017	524
2018	194
Thereafter	34
Total	$	3,783

Actual cash collections may differ from the contractual maturities due to early customer buyouts, refinancings, or defaults.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Credit Quality of Financing Receivables

Financing receivables categorized by the Company’s internal credit risk rating as of April 26, 2014 and July 27, 2013 are summarized as follows (in millions):



	INTERNAL CREDIT RISK RATING
April 26, 2014	1 to 4		5 to 6		7 and Higher		Total		Residual Value		Gross Receivables, Net of Unearned Income
Lease receivables	$	1,604	$	1,557	$	133	$	3,294	$	243	$	3,537
Loan receivables	894		595		132		1,621		—		1,621
Financed service contracts and other	1,569		1,160		81		2,810		—		2,810
Total	$	4,067	$	3,312	$	346	$	7,725	$	243	$	7,968



	INTERNAL CREDIT RISK RATING
July 27, 2013	1 to 4		5 to 6		7 and Higher		Total		Residual Value		Gross Receivables, Net of Unearned Income
Lease receivables	$	1,681	$	1,482	$	93	$	3,256	$	251	$	3,507
Loan receivables	842		777		30		1,649		—		1,649
Financed service contracts and other	1,876		1,141		119		3,136		—		3,136
Total	$	4,399	$	3,400	$	242	$	8,041	$	251	$	8,292

The Company determines the adequacy of its allowance for credit loss by assessing the risks and losses inherent in its financing receivables by portfolio segment. The portfolio segment is based on the types of financing offered by the Company to its customers, which consist of the following: lease receivables, loan receivables, and financed service contracts and other.

The Company’s internal credit risk ratings of 1 through 4 correspond to investment-grade ratings, while credit risk ratings of 5 and 6 correspond to non-investment grade ratings. Credit risk ratings of 7 and higher correspond to substandard ratings.

In circumstances when collectibility is not deemed reasonably assured, the associated revenue is deferred in accordance with the Company’s revenue recognition policies, and the related allowance for credit loss, if any, is included in deferred revenue. The Company also records deferred revenue associated with financing receivables when there are remaining performance obligations, as it does for financed service contracts. Total allowances for credit loss and deferred revenue as of April 26, 2014 and July 27, 2013 were $1,989 million and $2,453 million, respectively, and they were associated with financing receivables (net of unearned income) of $7,968 million and $8,292 million as of their respective period ends.

The following tables present the aging analysis of financing receivables as of April 26, 2014 and July 27, 2013 (in millions):



	DAYS PAST DUE (INCLUDES BILLED AND UNBILLED)
April 26, 2014	31-60		61-90		91+		Total Past Due		Current		Gross Receivables, Net of Unearned Income		Nonaccrual Financing Receivables		Impaired Financing Receivables
Lease receivables	$	83	$	41	$	165	$	289	$	3,248	$	3,537	$	67	$	54
Loan receivables	5		6		15		26		1,595		1,621		8		8
Financed service contracts and other	228		96		239		563		2,247		2,810		11		8
Total	$	316	$	143	$	419	$	878	$	7,090	$	7,968	$	86	$	70

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	DAYS PAST DUE (INCLUDES BILLED AND UNBILLED)
July 27, 2013	31-60		61-90		91+		Total Past Due		Current		Gross Receivables, Net of Unearned Income		Nonaccrual Financing Receivables		Impaired Financing Receivables
Lease receivables	$	85	$	48	$	124	$	257	$	3,250	$	3,507	$	27	$	22
Loan receivables	6		3		11		20		1,629		1,649		11		9
Financed service contracts and other	75		48		392		515		2,621		3,136		18		11
Total	$	166	$	99	$	527	$	792	$	7,500	$	8,292	$	56	$	42

Past due financing receivables are those that are 31 days or more past due according to their contractual payment terms. The data in the preceding tables are presented by contract, and the aging classification of each contract is based on the oldest outstanding receivable, and therefore past due amounts also include unbilled and current receivables within the same contract. The balances of either unbilled or current financing receivables included in the category of 91 days plus past due for financing receivables were $295 million and $406 million as of April 26, 2014 and July 27, 2013, respectively.

As of April 26, 2014, the Company had financing receivables of $88 million, net of unbilled or current receivables from the same contract, that were in the category of 91 days plus past due but remained on accrual status. Such balance was $87 million as of July 27, 2013. A financing receivable may be placed on nonaccrual status earlier if, in management’s opinion, a timely collection of the full principal and interest becomes uncertain.


(c)	Allowance for Credit Loss Rollforward

The allowances for credit loss and the related financing receivables are summarized as follows (in millions):



	CREDIT LOSS ALLOWANCES
Three Months Ended April 26, 2014	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total
Allowance for credit loss as of January 25, 2014	$	254		$	98		$	22		$	374
Provisions	(6		)	(10		)	(2		)	(18		)
Recoveries (write-offs), net	(1		)	4			(1		)	2
Foreign exchange and other	2			—			—			2
Allowance for credit loss as of April 26, 2014	$	249		$	92		$	19		$	360
Gross receivables as of April 26, 2014, net of unearned income	$	3,537		$	1,621		$	2,810		$	7,968



	CREDIT LOSS ALLOWANCES
Nine Months Ended April 26, 2014	Lease Receivables		Loan Receivables			Financed Service Contracts and Other			Total
Allowance for credit loss as of July 27, 2013	$	238	$	86		$	20		$	344
Provisions	9		5			—			14
Recoveries (write-offs), net	—		4			(1		)	3
Foreign exchange and other	2		(3		)	—			(1		)
Allowance for credit loss as of April 26, 2014	$	249	$	92		$	19		$	360

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	CREDIT LOSS ALLOWANCES
Three Months Ended April 27, 2013	Lease Receivables			Loan Receivables			Financed Service Contracts and Other		Total
Allowance for credit loss as of January 26, 2013	$	247		$	101		$	13	$	361
Provisions	30			8			6		44
Recoveries (write-offs), net	(29		)	(15		)	—		(44		)
Foreign exchange and other	(3		)	(1		)	—		(4		)
Allowance for credit loss as of April 27, 2013	$	245		$	93		$	19	$	357
Gross receivables as of April 27, 2013, net of unearned income	$	3,478		$	1,671		$	2,924	$	8,073



	CREDIT LOSS ALLOWANCES
Nine Months Ended April 27, 2013	Lease Receivables			Loan Receivables			Financed Service Contracts and Other		Total
Allowance for credit loss as of July 28, 2012	$	247		$	122		$	11	$	380
Provisions	27			(15		)	8		20
Recoveries (write-offs), net	(29		)	(15		)	—		(44		)
Foreign exchange and other	—			1			—		1
Allowance for credit loss as of April 27, 2013	$	245		$	93		$	19	$	357

The Company assesses the allowance for credit loss related to financing receivables on either an individual or a collective basis. The Company considers various factors in evaluating lease and loan receivables and the earned portion of financed service contracts for possible impairment on an individual basis. These factors include the Company’s historical experience, credit quality and age of the receivable balances, and economic conditions that may affect a customer’s ability to pay. When the evaluation indicates that it is probable that all amounts due pursuant to the contractual terms of the financing agreement, including scheduled interest payments, are unable to be collected, the financing receivable is considered impaired. All such outstanding amounts, including any accrued interest, will be assessed and fully reserved at the customer level. The Company’s internal credit risk ratings are categorized as 1 through 10, with the lowest credit risk rating representing the highest quality financing receivables.

Typically, the Company also considers receivables with a risk rating of 8 or higher to be impaired and will include them in the individual assessment for allowance. These balances, as of April 26, 2014 and July 27, 2013, are presented under “(b) Credit Quality of Financing Receivables” above.

The Company evaluates the remainder of its financing receivables portfolio for impairment on a collective basis and records an allowance for credit loss at the portfolio segment level. When evaluating the financing receivables on a collective basis, the Company uses expected default frequency rates published by a major third-party credit-rating agency as well as its own historical loss rate in the event of default, while also systematically giving effect to economic conditions, concentration of risk, and correlation.


(d)	Financing Guarantees

In the ordinary course of business, the Company provides financing guarantees for various third-party financing arrangements extended to channel partners and end-user customers. Payments under these financing guarantee arrangements were not material for the periods presented.

Channel Partner Financing Guarantees The Company facilitates arrangements for third-party financing extended to channel partners, consisting of revolving short-term financing, generally with payment terms ranging from 60 to 90 days. These financing arrangements facilitate the working capital requirements of the channel partners, and, in some cases, the Company guarantees a portion of these arrangements. The volume of channel partner financing was $5.8 billion for each of the three months ended April 26, 2014 and April 27, 2013, respectively. The volume of channel partner financing was $17.9 billion and $17.2 billion for the nine months ended April 26, 2014 and April 27, 2013, respectively. The balance of the channel partner financing subject to guarantees was $1.1 billion and $1.4 billion as of April 26, 2014 and July 27, 2013, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

End-User Financing Guarantees The Company also provides financing guarantees for third-party financing arrangements extended to end-user customers related to leases and loans, which typically have terms of up to three years. The volume of financing provided by third parties for leases and loans as to which the Company had provided guarantees was $44 million and $38 million for the three months ended April 26, 2014 and April 27, 2013, respectively, and was $89 million and $137 million for the nine months ended April 26, 2014 and April 27, 2013, respectively.

Financing Guarantee Summary The aggregate amounts of financing guarantees outstanding at April 26, 2014 and July 27, 2013, representing the total maximum potential future payments under financing arrangements with third parties along with the related deferred revenue, are summarized in the following table (in millions):



	April 26, 2014			July 27, 2013
Maximum potential future payments relating to financing guarantees:
Channel partner	$	247		$	438
End user	229			237
Total	$	476		$	675
Deferred revenue associated with financing guarantees:
Channel partner	$	(132	)	$	(225	)
End user	(198		)	(191		)
Total	$	(330	)	$	(416	)
Maximum potential future payments relating to financing guarantees, net of associated deferred revenue	$	146		$	259


8.	Investments


(a)	Summary of Available-for-Sale Investments

The following tables summarize the Company’s available-for-sale investments (in millions):



April 26, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed income securities:
U.S. government securities	$	31,675	$	34	$	(6	)	$	31,703
U.S. government agency securities	1,060		2		(1		)	1,061
Non-U.S. government and agency securities	819		2		(1		)	820
Corporate debt securities	8,050		75		(10		)	8,115
U.S. agency mortgage-backed securities	567		3		—			570
Total fixed income securities	42,171		116		(18		)	42,269
Publicly traded equity securities	1,314		652		(7		)	1,959
Total	$	43,485	$	768	$	(25	)	$	44,228



July 27, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed income securities:
U.S. government securities	$	27,814	$	22	$	(13	)	$	27,823
U.S. government agency securities	3,083		7		(1		)	3,089
Non-U.S. government and agency securities	1,094		3		(2		)	1,095
Corporate debt securities	7,876		55		(50		)	7,881
Total fixed income securities	39,867		87		(66		)	39,888
Publicly traded equity securities	2,063		738		(4		)	2,797
Total	$	41,930	$	825	$	(70	)	$	42,685

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Non-U.S. government and agency securities include agency and corporate debt securities that are guaranteed by non-U.S. governments.


(b)	Gains and Losses on Available-for-Sale Investments

The following table presents the gross realized gains and gross realized losses related to the Company’s available-for-sale investments (in millions):



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Gross realized gains	$	75		$	55		$	267		$	175
Gross realized losses	(6		)	(49		)	(33		)	(129		)
Total	$	69		$	6		$	234		$	46

The following table presents the realized net gains related to the Company’s available-for-sale investments by security type (in millions):



	Three Months Ended					Nine Months Ended
	April 26, 2014		April 27, 2013			April 26, 2014		April 27, 2013
Net gains (losses) on investments in publicly traded equity securities	$	55	$	(2	)	$	199	$	12
Net gains on investments in fixed income securities	14		8			35		34
Total	$	69	$	6		$	234	$	46

There were no impairment charges for the three months ended April 26, 2014. For the nine months ended April 26, 2014, the realized net gains related to the Company's available-for-sale investments included impairment charges of $11 million. These impairment charges related to publicly traded equity securities and were due to a decline in the fair value of those securities below their cost basis that were determined to be other than temporary. There were no impairment charges on available-for-sale investments for the corresponding periods in fiscal 2013.

The following tables present the breakdown of the available-for-sale investments with gross unrealized losses and the duration that those losses had been unrealized at April 26, 2014 and July 27, 2013 (in millions):



	UNREALIZED LOSSES LESS THAN 12 MONTHS					UNREALIZED LOSSES 12 MONTHS OR GREATER				TOTAL
April 26, 2014	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Fixed income securities:
U.S. government securities	$	5,111	$	(6	)	$	8	$	—	$	5,119	$	(6	)
U.S. government agency securities	396		(1		)	3		—		399		(1		)
Non-U.S. government and agency securities	378		(1		)	—		—		378		(1		)
Corporate debt securities	1,654		(10		)	52		—		1,706		(10		)
U.S. agency mortgage-backed securities	158		—			—		—		158		—
Total fixed income securities	7,697		(18		)	63		—		7,760		(18		)
Publicly traded equity securities	117		(7		)	—		—		117		(7		)
Total	$	7,814	$	(25	)	$	63	$	—	$	7,877	$	(25	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	UNREALIZED LOSSES LESS THAN 12 MONTHS					UNREALIZED LOSSES 12 MONTHS OR GREATER				TOTAL
July 27, 2013	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Fixed income securities:
U.S. government securities	$	7,865	$	(13	)	$	—	$	—	$	7,865	$	(13	)
U.S. government agency securities	294		(1		)	—		—		294		(1		)
Non-U.S. government and agency securities	432		(2		)	—		—		432		(2		)
Corporate debt securities	3,704		(50		)	4		—		3,708		(50		)
Total fixed income securities	12,295		(66		)	4		—		12,299		(66		)
Publicly traded equity securities	278		(4		)	—		—		278		(4		)
Total	$	12,573	$	(70	)	$	4	$	—	$	12,577	$	(70	)

As of April 26, 2014, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. In addition, as of April 26, 2014, the Company anticipates that it will recover the entire amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the nine months ended April 26, 2014.

The Company has evaluated its publicly traded equity securities as of April 26, 2014 and has determined that there was no indication of other-than-temporary impairments in the respective categories of unrealized losses. This determination was based on several factors, which include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the publicly traded equity securities for a period of time sufficient to allow for any anticipated recovery in market value.


(c)	Maturities of Fixed Income Securities

The following table summarizes the maturities of the Company’s fixed income securities at April 26, 2014 (in millions):



	Amortized Cost		Fair Value
Less than 1 year	$	15,022	$	15,038
Due in 1 to 2 years	13,061		13,101
Due in 2 to 5 years	13,380		13,415
Due after 5 years	708		715
Total	$	42,171	$	42,269

Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.


(d)	Securities Lending

The Company periodically engages in securities lending activities with certain of its available-for-sale investments. These transactions are accounted for as a secured lending of the securities, and the securities are typically loaned only on an overnight basis. The average daily balance of securities lending for the nine months ended April 26, 2014 and April 27, 2013 was $1.4 billion and $0.7 billion, respectively. The Company requires collateral equal to at least 102% of the fair market value of the loaned security and that the collateral be in the form of cash or liquid, high-quality assets. The Company engages in these secured lending transactions only with highly creditworthy counterparties, and the associated portfolio custodian has agreed to indemnify the Company against collateral losses. The Company did not experience any losses in connection with the secured lending of securities during the periods presented. As of April 26, 2014 and July 27, 2013, the Company had no outstanding securities lending transactions.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


9.	Fair Value

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.


(a)	Fair Value Hierarchy

The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices, that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


(b)	Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of April 26, 2014 and July 27, 2013 were as follows (in millions):



	APRIL 26, 2014 FAIR VALUE MEASUREMENTS						JULY 27, 2013 FAIR VALUE MEASUREMENTS
	Level 1		Level 2		Total Balance		Level 1		Level 2		Total Balance
Assets
Cash equivalents:
Money market funds	$	4,475	$	—	$	4,475	$	6,045	$	—	$	6,045
Available-for-sale investments:
U.S. government securities	—		31,703		31,703		—		27,823		27,823
U.S. government agency securities	—		1,061		1,061		—		3,089		3,089
Non-U.S. government and agency securities	—		820		820		—		1,095		1,095
Corporate debt securities	—		8,115		8,115		—		7,881		7,881
U.S. agency mortgage-backed securities	—		570		570		—		—		—
Publicly traded equity securities	1,959		—		1,959		2,797		—		2,797
Derivative assets	—		148		148		—		182		182
Total	$	6,434	$	42,417	$	48,851	$	8,842	$	40,070	$	48,912
Liabilities:
Derivative liabilities	$	—	$	54	$	54	$	—	$	171	$	171
Total	$	—	$	54	$	54	$	—	$	171	$	171

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Level 1 publicly traded equity securities are determined by using quoted prices in active markets for identical assets. Level 2 fixed income securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. The Company is ultimately responsible for the financial statements and underlying estimates. The Company’s derivative instruments are primarily classified as Level 2, as they are not actively traded and are valued using pricing models that use observable market inputs. The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.


(c)	Assets Measured at Fair Value on a Nonrecurring Basis

For the nine months ended April 26, 2014, the Company recognized $10 million of losses related to the impairment of privately held investments.

For the three and nine months ended April 27, 2013, the Company’s financial instruments and nonfinancial assets that were measured at fair value on a nonrecurring basis are summarized as follows (in millions):



	April 27, 2013
	Net Carrying Value as of End of Period		Total Gains (Losses) for the Three Months Ended			Total Gains (Losses) for the Nine Months Ended
Assets held for sale	$	72	$	44		$	44
Investments in privately held companies (impaired)	$	66	(5		)	(23		)
Gains on assets no longer held at period end			34			34
Net losses for nonrecurring measurement			$	73		$	55

The assets in the preceding table were measured at fair value due to events or circumstances the Company identified as having significant impact on their fair value during the respective periods. To arrive at the valuation of these assets, the Company considers any significant changes in the financial metrics and economic variables, and also uses third-party valuation reports to assist in the valuation as necessary.

The fair value measurement of the impaired investments was classified as Level 3 because significant unobservable inputs were used in the valuation due to the absence of quoted market prices and inherent lack of liquidity. Significant unobservable inputs, which included financial metrics of comparable private and public companies, financial condition and near-term prospects of the investees, recent financing activities of the investees, and the investees’ capital structure as well as other economic variables, reflected the assumptions market participants would use in pricing these assets. The impairment charges, representing the difference between the net book value and the fair value as a result of the evaluation, were recorded to other income (loss), net.

The assets held for sale represent primarily land and buildings, as well as other items which met the criteria to be classified as held for sale. The fair value of assets held for sale was measured with the assistance of third-party valuation models which used discounted cash flow techniques as part of their analysis. The fair value measurement was categorized as Level 3 as significant unobservable inputs were used in the valuation report. The impairment charges as a result of the valuations, which represented the difference between the fair value less cost to sell and the carrying amount of the assets held for sale, were included in G&A expenses. Substantially all of the assets held for sale as of April 27, 2013 were sold by the end of fiscal 2013.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(d)	Other Fair Value Disclosures

The carrying value of the Company’s investments in privately held companies that were accounted for under the cost method was $273 million and $242 million as of April 26, 2014 and July 27, 2013, respectively. It was not practicable to estimate the fair value of this portfolio.

The fair value of the Company’s short-term loan receivables and financed service contracts approximates their carrying value due to their short duration. The aggregate carrying value of the Company’s long-term loan receivables and financed service contracts and other as of April 26, 2014 and July 27, 2013 was $1.7 billion and $2.1 billion, respectively. The estimated fair value of the Company’s long-term loan receivables and financed service contracts and other approximates their carrying value. The Company uses significant unobservable inputs in determining discounted cash flows to estimate the fair value of its loan receivables and financed service contracts, and therefore they are categorized as Level 3.

As of April 26, 2014, the fair value of the Company’s senior notes and other long-term debt was $22.4 billion with a carrying amount of $20.9 billion. This compares to a fair value of $17.6 billion and a carrying amount of $16.2 billion as of July 27, 2013. The fair value of the senior notes and other long-term debt was determined based on observable market prices in a less active market and was categorized as Level 2 in the fair value hierarchy.


10.	Borrowings


(a)	Short-Term Debt

The following table summarizes the Company’s short-term debt (in millions, except percentages):



	April 26, 2014				July 27, 2013
	Amount		Effective Rate		Amount		Effective Rate
Current portion of long-term debt	$	500	3.11	%	$	3,273	0.63	%
Other notes and borrowings	8		2.60	%	10		2.52	%
Total short-term debt	$	508			$	3,283

In fiscal 2011, the Company established a short-term debt financing program of up to $3.0 billion through the issuance of commercial paper notes. The Company uses the proceeds from the issuance of commercial paper notes for general corporate purposes. In the third quarter of fiscal 2014, the Company repaid $1.0 billion of indebtedness under commercial paper and had no commercial paper outstanding as of each of April 26, 2014 and July 27, 2013.

The effective interest rate on the current portion of long-term debt includes the impact of interest rate swaps, as discussed further in "(b) Long-Term Debt." The Company repaid senior floating-rate and fixed-rate notes upon their maturity in the third quarter of fiscal 2014 for an aggregate principal amount of $3.3 billion. Other notes and borrowings consist of the short-term portion of secured borrowings associated with customer financing arrangements. These notes and credit facilities were subject to various terms and foreign currency market interest rates pursuant to individual financial arrangements between the financing institution and the applicable foreign subsidiary.

As of April 26, 2014, the estimated fair value of the short-term debt approximates its carrying value due to the short maturities.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Long-Term Debt

The following table summarizes the Company’s long-term debt (in millions, except percentages):



			April 26, 2014				July 27, 2013
	Maturity Date		Amount			Effective Rate	Amount			Effective Rate
Senior notes:
Floating-rate notes:
Three-month LIBOR plus 0.25%	March 14, 2014		$	—		—	$	1,250		0.62%
Three-month LIBOR plus 0.05%	September 3, 2015	(1)	850			0.38%	—			—
Three-month LIBOR plus 0.28%	March 3, 2017	(1)	1,000			0.58%	—			—
Three-month LIBOR plus 0.50%	March 1, 2019	(1)	500			0.79%	—			—
Fixed-rate notes:
1.625%	March 14, 2014		—			—	2,000			0.64%
2.90%	November 17, 2014		500			3.11%	500			3.11%
5.50%	February 22, 2016		3,000			3.05%	3,000			3.07%
1.10%	March 3, 2017	(1)	2,400			0.56%	—			—
3.15%	March 14, 2017		750			0.80%	750			0.84%
4.95%	February 15, 2019		2,000			4.69%	2,000			4.70%
2.125%	March 1, 2019	(1)	1,750			0.77%	—			—
4.45%	January 15, 2020		2,500			2.98%	2,500			4.15%
2.90%	March 4, 2021	(1)	500			0.93%	—			—
3.625%	March 3, 2024	(1)	1,000			1.05%	—			—
5.90%	February 15, 2039		2,000			6.11%	2,000			6.11%
5.50%	January 15, 2040		2,000			5.67%	2,000			5.67%
Other long-term debt			6			2.52%	21			1.46%
Total			20,756				16,021
Unaccreted discount			(65		)		(65		)
Hedge accounting fair value adjustments			193				245
Total			$	20,884			$	16,201

Reported as:
Current portion of long-term debt			$	500			$	3,273
Long-term debt			20,384				12,928
Total			$	20,884			$	16,201

⁽¹⁾ In March 2014, the Company issued senior notes for an aggregate principal amount of $8.0 billion.

To achieve its interest rate risk management objectives, the Company entered into interest rate swaps with an aggregate notional amount of $10.4 billion designated as fair value hedges of certain of its fixed-rate senior notes. In effect, these swaps convert the fixed interest rates of the fixed-rate notes to floating interest rates based on the London InterBank Offered Rate (LIBOR). The gains and losses related to changes in the fair value of the interest rate swaps substantially offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in market interest rates. For additional information, see Note 11.

The effective rates for the fixed-rate debt include the interest on the notes, the accretion of the discount and, if applicable, adjustments related to hedging. Interest is payable semiannually on each class of the senior fixed-rate notes and payable quarterly on the floating-rate notes. Each of the senior fixed-rate notes is redeemable by the Company at any time, subject to a make-whole premium.

The senior notes rank at par with the commercial paper notes that may be issued in the future pursuant to the Company’s short-term debt financing program, as discussed above under “(a) Short-Term Debt.” As of April 26, 2014, the Company was in compliance with all debt covenants.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

As of April 26, 2014, future principal payments for long-term debt, including the current portion, are summarized as follows (in millions):



Fiscal Year	Amount
2014 (remaining three months)	$	—
2015	502
2016	3,853
2017	4,151
2018	—
Thereafter	12,250
Total	$	20,756


(c)	Credit Facility

On February 17, 2012, the Company entered into a credit agreement with certain institutional lenders that provides for a $3.0 billion unsecured revolving credit facility that is scheduled to expire on February 17, 2017. Any advances under the credit agreement will accrue interest at rates that are equal to, based on certain conditions, either (i) the higher of the Federal Funds rate plus 0.50%, Bank of America’s “prime rate” as announced from time to time, or one-month LIBOR plus 1.00% or (ii) LIBOR plus a margin that is based on the Company’s senior debt credit ratings as published by Standard & Poor’s Financial Services, LLC and Moody’s Investors Service, Inc. The credit agreement requires the Company to comply with certain covenants, including that it maintain an interest coverage ratio as defined in the agreement. As of April 26, 2014, the Company was in compliance with the required interest coverage ratio and the other covenants, and the Company had not borrowed any funds under the credit facility.

The Company may also, upon the agreement of either the existing lenders or additional lenders not currently parties to the agreement, increase the commitments under the credit facility by up to an additional $2.0 billion and/or extend the expiration date of the credit facility by up to two additional years, or up to February 17, 2019.


11.	Derivative Instruments


(a)	Summary of Derivative Instruments

The Company uses derivative instruments primarily to manage exposures to foreign currency exchange rate, interest rate, and equity price risks. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates, interest rates, and equity prices. The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company does, however, seek to mitigate such risks by limiting its counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counterparties.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The fair values of the Company’s derivative instruments and the line items on the Consolidated Balance Sheets to which they were recorded are summarized as follows (in millions):



	DERIVATIVE ASSETS					DERIVATIVE LIABILITIES
	Balance Sheet Line Item	April 26, 2014		July 27, 2013		Balance Sheet Line Item	April 26, 2014		July 27, 2013
Derivatives designated as hedging instruments:
Foreign currency derivatives	Other current assets	$	17	$	33	Other current liabilities	$	3	$	7
Interest rate derivatives	Other assets	126		147		Other long-term liabilities	8		2
Equity derivatives	Other current assets	—		—		Other current liabilities	39		155
Total		143		180			50		164
Derivatives not designated as hedging instruments:
Foreign currency derivatives	Other current assets	5		2		Other current liabilities	4		7
Equity derivatives	Other assets	—		—		Other long-term liabilities	—		—
Total		5		2			4		7
Total		$	148	$	182		$	54	$	171

The effects of the Company’s cash flow and net investment hedging instruments on other comprehensive income (OCI) and the Consolidated Statements of Operations are summarized as follows (in millions):



GAINS (LOSSES) RECOGNIZED IN OCI ON DERIVATIVES FOR THE THREE MONTHS ENDED (EFFECTIVE PORTION)							GAINS (LOSSES) RECLASSIFIED FROM AOCI INTO INCOME FOR THE THREE MONTHS ENDED (EFFECTIVE PORTION)
Derivatives designated as cash flow hedging instruments:	April 26, 2014			April 27, 2013			Line Item in Statements of Operations	April 26, 2014		April 27, 2013
Foreign currency derivatives	$	13		$	(11	)	Operating expenses	$	13	$	3
							Cost of sales—service	3		1
Total	$	13		$	(11	)		$	16	$	4

Derivatives designated as net investment hedging instruments:
Foreign currency derivatives	$	(10	)	$	20		Other income (loss), net	$	—	$	—



GAINS (LOSSES) RECOGNIZED IN OCI ON DERIVATIVES FOR THE NINE MONTHS ENDED (EFFECTIVE PORTION)							GAINS (LOSSES) RECLASSIFIED FROM AOCI INTO INCOME FOR THE NINE MONTHS ENDED (EFFECTIVE PORTION)
Derivatives designated as cash flow hedging instruments:	April 26, 2014			April 27, 2013			Line Item in Statements of Operations	April 26, 2014		April 27, 2013
Foreign currency derivatives	$	47		$	58		Operating expenses	$	36	$	5
							Cost of sales—service	8		2
Total	$	47		$	58			$	44	$	7

Derivatives designated as net investment hedging instruments:
Foreign currency derivatives	$	(13	)	$	(4	)	Other income (loss), net	$	—	$	—

As of April 26, 2014, the Company estimates that approximately $22 million of net derivative gains related to its cash flow hedges included in accumulated other comprehensive income (AOCI) will be reclassified into earnings within the next 12 months.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The effect on the Consolidated Statements of Operations of derivative instruments designated as fair value hedges and the underlying hedged items is summarized as follows (in millions):



		GAINS (LOSSES) ON DERIVATIVE INSTRUMENTS FOR THE THREE MONTHS ENDED						GAINS (LOSSES) RELATED TO HEDGED ITEMS FOR THE THREE MONTHS ENDED
Derivatives Designated as Fair Value Hedging Instruments	Line Item in Statements of Operations	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Equity derivatives	Other income (loss), net	$	(8	)	$	(45	)	$	8		$	45
Interest rate derivatives	Interest expense	8			(11		)	(8		)	11
Total		$	—		$	(56	)	$	—		$	56



		GAINS (LOSSES) ON DERIVATIVE INSTRUMENTS FOR THE NINE MONTHS ENDED						GAINS (LOSSES) RELATED TO HEDGED ITEMS FOR THE NINE MONTHS ENDED
Derivatives Designated as Fair Value Hedging Instruments	Line Item in Statements of Operations	April 26, 2014			April 27, 2013			April 26, 2014		April 27, 2013
Equity derivatives	Other income (loss), net	$	(55	)	$	(87	)	$	55	$	87
Interest rate derivatives	Interest expense	(27		)	(40		)	26		40
Total		$	(82	)	$	(127	)	$	81	$	127

The effect on the Consolidated Statements of Operations of derivative instruments not designated as hedges is summarized as follows (in millions):



		GAINS (LOSSES) FOR THE THREE MONTHS ENDED					GAINS (LOSSES) FOR THE NINE MONTHS ENDED
Derivatives Not Designated as Hedging Instruments	Line Item in Statements of Operations	April 26, 2014		April 27, 2013			April 26, 2014		April 27, 2013
Foreign currency derivatives	Other income (loss), net	$	36	$	(90	)	$	16	$	(78	)
Total return swaps—deferred compensation	Operating expenses	4		12			33		45
Equity derivatives	Other income (loss), net	9		(6		)	33		6
Total		$	49	$	(84	)	$	82	$	(27	)

The notional amounts of the Company’s outstanding derivatives are summarized as follows (in millions):



	April 26, 2014		July 27, 2013
Derivatives designated as hedging instruments:
Foreign currency derivatives—cash flow hedges	$	432	$	1,885
Interest rate derivatives	10,400		5,250
Net investment hedging instruments	328		662
Equity derivatives	238		1,098
Derivatives not designated as hedging instruments:
Foreign currency derivatives	2,864		3,739
Total return swaps—deferred compensation	411		358
Total	$	14,673	$	12,992

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Offsetting of Derivative Instruments

The Company presents its derivative instruments at gross fair values in the Consolidated Balance Sheets. However, the Company’s master netting and other similar arrangements with the respective counterparties allow for net settlement under certain conditions, which are designed to reduce credit risk by permitting net settlement with the same counterparty. To further limit credit risk, the Company also enters into collateral security arrangements related to certain derivative instruments whereby cash is posted as collateral between the counterparties based on the fair market value of the derivative instrument. Information related to these offsetting arrangements is summarized as follows (in millions):



	OFFSETTING OF DERIVATIVE ASSETS
	Gross Amounts Offset in Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets, but with Legal Rights to Offset
April 26, 2014	Gross Amount of Recognized Assets		Gross Amounts Offset in Consolidated Balance Sheets		Net Amount Presented on Consolidated Balance Sheets		Gross Derivative Amounts with Legal Rights to Offset			Cash Collateral Received			Net Amount
Derivatives	$	148	$	—	$	148	$	(36	)	$	(5	)	$	107



	OFFSETTING OF DERIVATIVE LIABILITIES
	Gross Amounts Offset in Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets, but with Legal Rights to Offset
April 26, 2014	Gross Amount of Recognized Liabilities		Gross Amounts Offset in Consolidated Balance Sheets		Net Amount Presented on Consolidated Balance Sheets		Gross Derivative Amounts with Legal Rights to Offset			Cash Collateral Pledged			Net Amount
Derivatives	$	54	$	—	$	54	$	(36	)	$	(16	)	$	2



	OFFSETTING OF DERIVATIVE ASSETS
	Gross Amounts Offset in Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets, but with Legal Rights to Offset
July 27, 2013	Gross Amount of Recognized Assets		Gross Amounts Offset in Consolidated Balance Sheets		Net Amount Presented on Consolidated Balance Sheets		Gross Derivative Amounts with Legal Rights to Offset			Cash Collateral Received		Net Amount
Derivatives	$	182	$	—	$	182	$	(120	)	$	—	$	62



	OFFSETTING OF DERIVATIVE LIABILITIES
	Gross Amounts Offset in Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets, but with Legal Rights to Offset
July 27, 2013	Gross Amount of Recognized Liabilities		Gross Amounts Offset in Consolidated Balance Sheets		Net Amount Presented on Consolidated Balance Sheets		Gross Derivative Amounts with Legal Rights to Offset			Cash Collateral Pledged		Net Amount
Derivatives	$	171	$	—	$	171	$	(120	)	$	—	$	51


(c)	Foreign Currency Exchange Risk

The Company conducts business globally in numerous currencies. Therefore, it is exposed to adverse movements in foreign currency exchange rates. To limit the exposure related to foreign currency changes, the Company enters into foreign currency contracts. The Company does not enter into such contracts for trading purposes.

The Company hedges forecasted foreign currency transactions related to certain operating expenses and service cost of sales with currency options and forward contracts. These currency option and forward contracts, designated as cash flow hedges, generally have maturities of less than 18 months. The Company assesses effectiveness based on changes in total fair value of the derivatives. The effective portion of the derivative instrument’s gain or loss is initially reported as a component of AOCI and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion, if any, of the gain or loss is reported in earnings immediately. During the periods presented, the Company did not discontinue any cash flow hedges for which it was probable that a forecasted transaction would not occur.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company enters into foreign exchange forward and option contracts to reduce the short-term effects of foreign currency fluctuations on assets and liabilities such as foreign currency receivables, including long-term customer financings, investments, and payables. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income (loss), net, and substantially offset foreign exchange gains and losses from the remeasurement of intercompany balances or other current assets, investments, or liabilities denominated in currencies other than the functional currency of the reporting entity.

The Company hedges certain net investments in its foreign operations with forward contracts to reduce the effects of foreign currency fluctuations on the Company’s net investment in those foreign subsidiaries. These derivative instruments generally have maturities of up to six months.


(d)	Interest Rate Risk

Interest Rate Derivatives, Investments The Company’s primary objective for holding fixed income securities is to achieve an appropriate investment return consistent with preserving principal and managing risk. To realize these objectives, the Company may utilize interest rate swaps or other derivatives designated as fair value or cash flow hedges. As of April 26, 2014 and July 27, 2013, the Company did not have any outstanding interest rate derivatives related to its fixed income securities.

Interest Rate Derivatives Designated as Fair Value Hedge, Long-Term Debt In fiscal 2014 and 2013, the Company entered into interest rate swaps designated as fair value hedges related to fixed-rate senior notes that are due on various dates from 2017 through 2024. In the previous periods, the Company entered into interest rate swaps designated as fair value hedges related to fixed-rate senior notes that are due in 2016 and 2017. Under these interest rate swaps, the Company receives fixed-rate interest payments and makes interest payments based on LIBOR plus a fixed number of basis points. The effect of such swaps is to convert the fixed interest rates of the senior fixed-rate notes to floating interest rates based on LIBOR. The gains and losses related to changes in the fair value of the interest rate swaps are included in interest expense and substantially offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in market interest rates. The fair value of the interest rate swaps was reflected in other assets and other long-term liabilities.


(e)	Equity Price Risk

The Company may hold equity securities for strategic purposes or to diversify its overall investment portfolio. The publicly traded equity securities in the Company’s portfolio are subject to price risk. To manage its exposure to changes in the fair value of certain equity securities, the Company has entered into equity derivatives that are designated as fair value hedges. The changes in the value of the hedging instruments are included in other income (loss), net, and offset the change in the fair value of the underlying hedged investment. In addition, the Company periodically manages the risk of its investment portfolio by entering into equity derivatives that are not designated as accounting hedges. The changes in the fair value of these derivatives are also included in other income (loss), net.

The Company is also exposed to variability in compensation charges related to certain deferred compensation obligations to employees. Although not designated as accounting hedges, the Company utilizes derivatives such as total return swaps to economically hedge this exposure.


(f)	Hedge Effectiveness

For the fiscal periods presented, amounts excluded from the assessment of hedge effectiveness were not material for fair value, cash flow, and net investment hedges. In addition, hedge ineffectiveness for fair value, cash flow, and net investment hedges was not material for any of the fiscal periods presented.


(g)	Collateral and Credit-Risk-Related Contingent Features

For certain derivative instruments, the Company and its counterparties have entered into arrangements requiring the party that is in a liability position from a mark-to-market standpoint to post cash collateral to the other party. See further discussion under "(b) Offsetting of Derivative Instruments" above.

In addition, certain derivative instruments are executed under agreements that have provisions requiring the Company and the counterparty to maintain a specified credit rating from certain credit-rating agencies. Under such agreements, if the Company’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request collateral on the derivatives’ net liability position. The fair market value of these derivatives as of April 26, 2014 and July 27, 2013 was $67 million and $88 million, respectively.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


12.	Commitments and Contingencies


(a)	Operating Leases

The Company leases office space in many U.S. locations. Outside the United States, larger leased sites include sites in Belgium, China, France, Germany, India, Israel, Italy, Japan, Norway, and the United Kingdom. The Company also leases equipment and vehicles. Future minimum lease payments under all noncancelable operating leases with an initial term in excess of one year as of April 26, 2014 are as follows (in millions):



Fiscal Year	Amount
2014 (remaining three months)	$	103
2015	332
2016	227
2017	157
2018	121
Thereafter	243
Total	$	1,183


(b)	Purchase Commitments with Contract Manufacturers and Suppliers

The Company purchases components from a variety of suppliers and uses several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by the Company or establish the parameters defining the Company’s requirements. A significant portion of the Company’s reported purchase commitments arising from these agreements consists of firm, noncancelable, and unconditional commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule, and adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of April 26, 2014 and July 27, 2013, the Company had total purchase commitments for inventory of $4,038 million and $4,033 million, respectively.

The Company records a liability for firm, noncancelable, and unconditional purchase commitments for quantities in excess of its future demand forecasts consistent with the valuation of the Company’s excess and obsolete inventory. As of April 26, 2014 and July 27, 2013, the liability for these purchase commitments was $156 million and $172 million, respectively, and was included in other current liabilities.


(c)	Other Commitments

In connection with the Company’s business combinations, the Company has agreed to pay certain additional amounts contingent upon the achievement of certain agreed-upon technology, development, product, or other milestones, or upon the continued employment with the Company of certain employees of the acquired entities.

The following table summarizes the compensation expense related to acquisitions (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Compensation expense related to acquisitions	$	95	$	44	$	505	$	79

As of April 26, 2014, the Company estimated that future cash compensation expense of up to $645 million may be required to be recognized pursuant to the applicable business combination agreements, which included the remaining potential compensation expense related to Insieme Networks, Inc. as more fully discussed immediately below.

Insieme Networks, Inc. In the third quarter of fiscal 2012, the Company made an investment in Insieme Networks, Inc. ("Insieme"), an early-stage company focused on research and development in the data center market. As set forth in the agreement between the Company and Insieme, this investment included $100 million of funding and a license to certain of the Company’s technology. Immediately prior to the call option exercise and acquisition described below, the Company owned approximately 83% of Insieme as a result of these investments and consolidated the results of Insieme in its Consolidated Financial Statements. In connection with this investment, the Company and Insieme entered into a put/call option agreement

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that provided the Company with the right to purchase the remaining interests in Insieme. In addition, the noncontrolling interest holders could require the Company to purchase their shares upon the occurrence of certain events.

During the first quarter of fiscal 2014, the Company exercised its call option and entered into an agreement to purchase the remaining interests in Insieme. The acquisition closed in the second quarter of fiscal 2014, at which time the former noncontrolling interest holders became eligible to receive up to two milestone payments, which will be determined using agreed-upon formulas based primarily on revenue for certain of Insieme’s products. During the three and nine months ended April 26, 2014, the Company recorded compensation expense of $52 million and $363 million related to the fair value of the vested portion of amounts that are expected to be earned by the former noncontrolling interest holders. Continued vesting and changes to the fair value of the amounts probable of being earned will result in adjustments to the recorded compensation expense in future periods. Based on the terms of the agreement, the Company has determined that the maximum amount that could be recorded as compensation expense by the Company is approximately $856 million, net of forfeitures and including the $363 million that has been expensed through April 26, 2014. The milestone payments, if earned, are expected to be paid primarily during fiscal 2016 and fiscal 2017.

The Company also has certain funding commitments, primarily related to its investments in privately held companies and venture funds, some of which are based on the achievement of certain agreed-upon milestones, and some of which are required to be funded on demand. The funding commitments were $276 million and $263 million as of April 26, 2014 and July 27, 2013, respectively.


(d)	Variable Interest Entities

VCE Joint Venture VCE is a joint venture that the Company formed in fiscal 2010 with EMC Corporation (“EMC”), with investments from VMware, Inc. (“VMware”) and Intel Corporation. VCE helps organizations leverage best-in-class technologies and disciplines from Cisco, EMC, and VMware to enable the transformation to cloud computing.

As of April 26, 2014, the Company’s cumulative gross investment in VCE was approximately $679 million, inclusive of accrued interest, and its ownership percentage was approximately 35%. The Company invested $147 million during the nine months ended April 26, 2014.

The Company accounts for its investment in VCE under the equity method, and its portion of VCE’s net loss is recognized in other income (loss), net. The Company’s share of VCE’s losses, based upon its portion of the overall funding, was approximately 36.8% for each of the three and nine months ended April 26, 2014 and April 27, 2013. As of April 26, 2014, the Company had recorded cumulative losses from VCE of $584 million since inception, of which losses of $52 million and $49 million were recorded for the three months ended April 26, 2014 and April 27, 2013, respectively, and losses of $163 million and $135 million were recorded for the nine months ended April 26, 2014 and April 27, 2013, respectively. The Company’s carrying value in VCE as of April 26, 2014 of $95 million was recorded in other assets.

Over the next 12 months, as VCE scales its operations, the Company expects that it will make additional investments in VCE and may incur additional losses proportionate with the Company’s share ownership.

From time to time, EMC and Cisco may enter into guarantee agreements on behalf of VCE to indemnify third parties, such as customers, for monetary damages. Such guarantees were not material as of April 26, 2014.

Other Variable Interest Entities In the ordinary course of business, the Company has investments in other privately held companies and provides financing to certain customers. These other privately held companies and customers may be considered to be variable interest entities. The Company evaluates on an ongoing basis its investments in these other privately held companies and its customer financings, and has determined that as of April 26, 2014 there were no other variable interest entities required to be consolidated in the Company’s Consolidated Financial Statements.

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(e)	Product Warranties and Guarantees

The following table summarizes the activity related to product warranty liability during the nine months ended April 26, 2014 and April 27, 2013 (in millions):



	Nine Months Ended
	April 26, 2014			April 27, 2013
Balance at beginning of period	$	402		$	373
Provision for warranties issued	532			480
Payments	(504		)	(462		)
Balance at end of period	$	430		$	391

The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The Company’s products are generally covered by a warranty for periods ranging from 90 days to five years, and for some products the Company provides a limited lifetime warranty.

The Company also provides financing guarantees, which are generally for various third-party financing arrangements to channel partners and other end-user customers. For additional information, see Note 7. The Company’s other guarantee arrangements as of April 26, 2014 and July 27, 2013 that were subject to recognition and disclosure requirements were not material.

(f) Supplier Component Remediation Liability

The Company has recorded in other current liabilities a liability for the expected remediation cost for certain products sold in prior fiscal years containing memory components manufactured by a single supplier between 2005 and 2010. These components are widely used across the industry and are included in a number of the Company's products. Defects in some of these components have caused products to fail after a power cycle event. Defect rates due to this issue have been and are expected to be low. However, recently the Company has seen a small number of its customers experience a growing number of failures in their networks as a result of this component problem. Although the majority of these products are beyond the Company's warranty terms, the Company is proactively working with customers on mitigation. Prior to the second quarter of fiscal 2014, the Company had a liability of $63 million related to this issue for expected remediation costs based on the intended approach at that time. In February 2014, on the basis of the growing number of failures described above, the Company decided to expand its approach which resulted in an additional charge to product cost of sales of $655 million being recorded for the second quarter of fiscal 2014. As of April 26, 2014, the remaining supplier component remediation liability was $702 million.

(g) Indemnifications

In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold such parties harmless against losses arising from a breach of representations or covenants or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim.

The Company has an obligation to indemnify certain expenses pursuant to such agreements in a case involving certain of the Company’s service provider customers that are subject to patent infringement claims asserted by Sprint Communications Company, L.P. (“Sprint”) in the United States District Court for the District of Kansas filed on December 19, 2011 (including one case that was later transferred to the District of Delaware). Sprint alleges that the service providers infringe Sprint’s patents by offering Voice over Internet Protocol-based telephone services utilizing products provided by the Company and other manufacturers. Sprint is seeking monetary damages. Trial dates have been set for the first half of calendar year 2015. The parties intend to conduct a mediation later this calendar year and the Company may be asked to participate. The mediation could result in a resolution of the case for some or all of the Company's service provider customers. The Company believes that the service providers have strong defenses and that its products do not infringe the patents subject to the claims. Due to the uncertainty surrounding the litigation process, which involves numerous defendants, the Company is unable to reasonably estimate the ultimate outcome of this litigation at this time. Should the plaintiff prevail in litigation, mediation, or settlement, the Company may have an obligation to indemnify its service provider customers for damages, mediation awards, or settlement amounts arising from their use of Cisco products.

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In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s Amended and Restated Bylaws contain similar indemnification obligations to the Company’s agents.

It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows.

(h) Legal Proceedings

Brazil Brazilian authorities have investigated the Company’s Brazilian subsidiary and certain of its current and former employees, as well as a Brazilian importer of the Company’s products, and its affiliates and employees, relating to alleged evasion of import taxes and alleged improper transactions involving the subsidiary and the importer. Brazilian tax authorities have assessed claims against the Company’s Brazilian subsidiary based on a theory of joint liability with the Brazilian importer for import taxes, interest, and penalties. In addition to claims asserted by the Brazilian federal tax authorities in prior fiscal years, tax authorities from the Brazilian state of Sao Paulo have asserted similar claims on the same legal basis in prior fiscal years. In the first quarter of fiscal 2013, the Brazilian federal tax authorities asserted an additional claim against the Company’s Brazilian subsidiary based on a theory of joint liability with respect to an alleged underpayment of income taxes, social taxes, interest, and penalties by a Brazilian distributor.

The asserted claims by Brazilian federal tax authorities are for calendar years 2003 through 2008, and the asserted claims by the tax authorities from the state of Sao Paulo are for calendar years 2005 through 2007. The total asserted claims by Brazilian state and federal tax authorities aggregate to approximately $389 million for the alleged evasion of import and other taxes, approximately $1.3 billion for interest, and approximately $1.7 billion for various penalties, all determined using an exchange rate as of April 26, 2014. The Company has completed a thorough review of the matters and believes the asserted claims against the Company’s Brazilian subsidiary are without merit, and the Company is defending the claims vigorously. While the Company believes there is no legal basis for the alleged liability, due to the complexities and uncertainty surrounding the judicial process in Brazil and the nature of the claims asserting joint liability with the importer, the Company is unable to determine the likelihood of an unfavorable outcome against its Brazilian subsidiary and is unable to reasonably estimate a range of loss, if any. The Company does not expect a final judicial determination for several years.

Russia and the Commonwealth of Independent States At the request of the U.S. Securities and Exchange Commission and the U.S. Department of Justice, the Company is conducting an investigation into allegations which the Company and those agencies received regarding possible violations of the U.S. Foreign Corrupt Practices Act involving business activities of the Company's operations in Russia and certain of the Commonwealth of Independent States, and by certain resellers of the Company’s products in those countries. The Company takes any such allegations very seriously and is fully cooperating with and sharing the results of its investigation with the Commission and the Department. While the outcome of the Company's investigation is currently not determinable, the Company does not expect that it will have a material adverse effect on its consolidated financial position, results of operations, or cash flows. The countries that are the subject of the investigation collectively comprise less than two percent of the Company’s revenues.

VirnetX The Company was subject to patent claims asserted by VirnetX, Inc. on August 11, 2010 in the United States District Court for the Eastern District of Texas. VirnetX alleged that some Cisco products that implement a method for secure communication using virtual private networks infringe certain patents. VirnetX sought monetary damages. The trial on these claims began on March 4, 2013. On March 14, 2013, the jury entered a verdict finding that the Company’s accused products do not infringe any of VirnetX’s patents asserted in the lawsuit. On April 3, 2013, VirnetX filed a motion seeking a new trial on the issue of infringement, which the Company opposed. The Court held a hearing on VirnetX’s motion for a new trial in June 2013. On March 31, 2014 the court denied VirnetX's new trial motion. VirnetX has not appealed that decision, which is therefore final.

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XpertUniverse The Company was subject to numerous patent, tort, and contract claims asserted by XpertUniverse on March 10, 2009 in the United States District Court for the District of Delaware. Shortly before trial, the Court dismissed on summary judgment all claims initially asserted by XpertUniverse except a claim for infringement of two XpertUniverse patents and a claim for fraud by concealment. XpertUniverse’s remaining patent claims alleged that three Cisco products in the field of expertise location software infringed two XpertUniverse patents. XpertUniverse’s fraud by concealment claim alleged that the Company did not disclose its decision not to admit XpertUniverse into a partner program. The trial on these remaining claims began on March 11, 2013. On March 22, 2013, the jury entered a verdict finding that two of the Company’s products infringed two of XpertUniverse’s patents and awarded XpertUniverse damages of less than $35 thousand. The jury also found for XpertUniverse on its fraud by concealment claim and awarded damages of $70 million. In May and June 2013, the Company filed post-trial motions. On November 20, 2013 the trial court granted the Company's motion for judgment as a matter of law, overturned the jury’s finding on the fraud by concealment claim, and vacated the $70 million verdict. Separately, the trial court agreed with the jury that the Company infringed XpertUniverse’s patents, and affirmed the verdict awarding XpertUniverse approximately $35 thousand in damages plus accrued interest. On February 4, 2014, XpertUniverse filed a notice of appeal from the trial court’s decision.

Rockstar The Company and some of its service provider customers are subject to patent claims asserted in December 2013 in the Eastern District of Texas and the District of Delaware by subsidiaries of the Rockstar Consortium ("Rockstar"). Rockstar, whose members include Apple, Microsoft, LM Ericsson, Sony, and Blackberry, purchased a portfolio of patents out of the Nortel Networks’ bankruptcy proceedings (the “Nortel Portfolio”). Rockstar’s subsidiaries allege that some of the Company’s NGN Routing, Switching and Collaboration products, as well as video solutions deployed by its service provider customers, infringe some of the patents in the Nortel Portfolio. Rockstar seeks monetary damages. A trial date for one service provider customer has been set for October 2015; no other trial dates have been set. The Company has various defenses to the patent infringement allegations, and has various offensive claims against Rockstar and some of its consortium members available to it as well, and the Company will also explore alternative means of resolution. Due to the uncertainty surrounding the litigation process, which involves numerous lawsuits and parties, the Company is unable to reasonably estimate the ultimate outcome and a range of loss, if any, of these litigations at this time.

In addition, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including intellectual property litigation. While the outcome of these matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.


13.	Shareholders’ Equity


(a)	Cash Dividends on Shares of Common Stock

During the nine months ended April 26, 2014, the Company declared and paid cash dividends of $0.53 per common share, or $2.8 billion, on the Company’s outstanding common stock. During the nine months ended April 27, 2013, the Company declared and paid cash dividends of $0.45 per common share, or $2.4 billion, on the Company’s outstanding common stock.

Any future dividends will be subject to the approval of the Company’s Board of Directors.


(b)	Stock Repurchase Program

In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of April 26, 2014, the Company’s Board of Directors had authorized an aggregate repurchase of up to $97 billion of common stock under this program, and the remaining authorized repurchase amount was $10.1 billion, with no termination date. A summary of the stock repurchase activity under the stock repurchase program, reported based on the trade date, is summarized as follows (in millions, except per-share amounts):



	Shares Repurchased	Weighted- Average Price per Share		Amount Repurchased
Cumulative balance at July 27, 2013	3,868	$	20.40	$	78,906
Repurchase of common stock under the stock repurchase program ⁽¹⁾	359	22.31		8,025
Cumulative balance at April 26, 2014	4,227	$	20.56	$	86,931

⁽¹⁾ Includes stock repurchases of $60 million, which were pending settlement as of April 26, 2014. There were no stock repurchases pending settlement as of July 27, 2013.

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The purchase price for the shares of the Company’s stock repurchased is reflected as a reduction to shareholders’ equity. The Company is required to allocate the purchase price of the repurchased shares as (i) a reduction to retained earnings and (ii) a reduction of common stock and additional paid-in capital. Issuance of common stock and the tax benefit related to employee stock incentive plans are recorded as an increase to common stock and additional paid-in capital.


(c)	Restricted Stock Unit Withholdings

For the nine months ended April 26, 2014 and April 27, 2013, the Company repurchased approximately 14 million and 13 million shares, or $345 million and $249 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock or stock units.


14.	Employee Benefit Plans


(a)	Employee Stock Incentive Plans

Stock Incentive Plan Program Description As of April 26, 2014, the Company had four stock incentive plans: the 2005 Stock Incentive Plan (the “2005 Plan”); the 1996 Stock Incentive Plan (the “1996 Plan”); the Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan (the “SA Acquisition Plan”); and the Cisco Systems, Inc. WebEx Acquisition Long-Term Incentive Plan (the “WebEx Acquisition Plan”). In addition, the Company has, in connection with the acquisitions of various companies, assumed the share-based awards granted under stock incentive plans of the acquired companies or issued share-based awards in replacement thereof. Share-based awards are designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share-based awards are based on competitive practices, operating results of the Company, government regulations, and other factors. Since the inception of the stock incentive plans, the Company has granted share-based awards to a significant percentage of its employees, and the majority has been granted to employees below the vice president level. The Company’s primary stock incentive plans are summarized as follows:

2005 Plan As of April 26, 2014, the maximum number of shares issuable under the 2005 Plan over its term was 694 million shares plus the number of any shares underlying awards outstanding on November 15, 2007 under the 1996 Plan, the SA Acquisition Plan, and the WebEx Acquisition Plan that are forfeited or are terminated for any other reason before being exercised or settled. If any awards granted under the 2005 Plan are forfeited or are terminated for any other reason before being exercised or settled, the unexercised or unsettled shares underlying the awards will again be available under the 2005 Plan. Starting November 19, 2013, shares withheld by the Company from an award other than a stock option or stock appreciation right to satisfy withholding tax liabilities resulting from such award will again be available for issuance, based on the fungible share ratio in effect on the date of grant.

Pursuant to an amendment approved by the Company’s shareholders on November 12, 2009, the number of shares available for issuance under the 2005 Plan is reduced by 1.5 shares for each share awarded as a stock grant or a stock unit, and any shares underlying awards outstanding under the 1996 Plan, the SA Acquisition Plan, and the WebEx Acquisition Plan that expire unexercised at the end of their maximum terms become available for reissuance under the 2005 Plan. The 2005 Plan permits the granting of stock options, restricted stock, and restricted stock units (RSUs), the vesting of which may be performance-based or market-based along with the requisite service requirement, and stock appreciation rights to employees (including employee directors and officers), consultants of the Company and its subsidiaries and affiliates, and non-employee directors of the Company. Stock options and stock appreciation rights granted under the 2005 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and prior to November 12, 2009 have an expiration date no later than nine years from the grant date. The expiration date for stock options and stock appreciation rights granted subsequent to the amendment approved on November 12, 2009 shall be no later than 10 years from the grant date.

The stock options will generally become exercisable for 20% or 25% of the option shares one year from the date of grant and then ratably over the following 48 months or 36 months, respectively. Time-based stock grants and time-based RSUs will generally vest with respect to 20% or 25% of the shares or share units covered by the grant on each of the first through fifth or fourth anniversaries of the date of the grant, respectively. Performance-based and market-based RSUs typically vest at the end of the three-year requisite service period or earlier if the award recipient meets certain retirement eligibility conditions. The Compensation and Management Development Committee of the Board of Directors has the discretion to use different vesting schedules. Stock appreciation rights may be awarded in combination with stock options or stock grants, and such awards shall provide that the stock appreciation rights will not be exercisable unless the related stock options or stock grants are forfeited. Stock grants may be awarded in combination with non-statutory stock options, and such awards may provide that the stock grants will be forfeited in the event that the related non-statutory stock options are exercised.

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1996 Plan The 1996 Plan expired on December 31, 2006, and the Company can no longer make equity awards under the 1996 Plan. The maximum number of shares issuable over the term of the 1996 Plan was 2.5 billion shares. Stock options granted under the 1996 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than nine years from the grant date. The stock options generally became exercisable for 20% or 25% of the option shares one year from the date of grant and then ratably over the following 48 months or 36 months, respectively. Certain other grants utilized a 60-month ratable vesting schedule. In addition, the Board of Directors, or other committees administering the 1996 Plan, had the discretion to use a different vesting schedule and did so from time to time.

Acquisition Plans In connection with the Company’s acquisitions of Scientific-Atlanta, Inc. (“Scientific-Atlanta”) and WebEx Communications, Inc. (“WebEx”), the Company adopted the SA Acquisition Plan and the WebEx Acquisition Plan, respectively, each effective upon completion of the applicable acquisition. These plans constitute assumptions, amendments, restatements, and renamings of the 2003 Long-Term Incentive Plan of Scientific-Atlanta and the WebEx Communications, Inc. Amended and Restated 2000 Stock Incentive Plan, respectively. The plans permit the grant of stock options, stock, stock units, and stock appreciation rights to certain employees of the Company and its subsidiaries and affiliates who had been employed by Scientific-Atlanta or its subsidiaries or WebEx or its subsidiaries, as applicable. As a result of the shareholder approval of the amendment and extension of the 2005 Plan, as of November 15, 2007, the Company will no longer make stock option grants or direct share issuances under either the SA Acquisition Plan or the WebEx Acquisition Plan.


(b)	Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan, which includes its subplan named the International Employee Stock Purchase Plan (together, the “Purchase Plan”), under which 471.4 million shares of the Company’s common stock have been reserved for issuance as of April 26, 2014. Eligible employees are offered shares through a 24-month offering period, which consists of four consecutive 6-month purchase periods. Employees may purchase a limited number of shares of the Company’s stock at a discount of up to 15% of the lesser of the market value at the beginning of the offering period or the end of each 6-month purchase period. The Purchase Plan is scheduled to terminate on January 3, 2020. The Company issued 14 million and 18 million shares under the Purchase Plan during the nine months ended April 26, 2014 and April 27, 2013, respectively. As of April 26, 2014, 38 million shares were available for issuance under the Purchase Plan.


(c)	Summary of Share-Based Compensation Expense

Share-based compensation expense consists primarily of expenses for stock options, stock purchase rights, restricted stock, and restricted stock units granted to employees. The following table summarizes share-based compensation expense (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014			April 27, 2013
Cost of sales—product	$	12	$	10	$	34		$	31
Cost of sales—service	39		34		112			105
Share-based compensation expense in cost of sales	51		44		146			136
Research and development	106		72		306			228
Sales and marketing	144		118		408			383
General and administrative	52		38		153			136
Restructuring and other charges	—		—		(4		)	(3		)
Share-based compensation expense in operating expenses	302		228		863			744
Total share-based compensation expense	$	353	$	272	$	1,009		$	880
Income tax benefit for share-based compensation	$	86	$	73	$	246		$	232

As of April 26, 2014, the total compensation cost related to unvested share-based awards not yet recognized was $2.7 billion, which is expected to be recognized over approximately 2.4 years on a weighted-average basis.

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(Unaudited)


(d)	Share-Based Awards Available for Grant

A summary of share-based awards available for grant is as follows (in millions):



	Share-Based Awards Available for Grant
BALANCE AT JULY 28, 2012	218
Restricted stock, stock units, and other share-based awards granted	(102	)
Share-based awards canceled/forfeited/expired	115
Other	(3	)
BALANCE AT JULY 27, 2013	228
Restricted stock, stock units, and other share-based awards granted	(92	)
Share-based awards canceled/forfeited/expired	29
Additional shares reserved	135
Shares withheld for taxes and not issued	2
Other	1
BALANCE AT APRIL 26, 2014	303

As reflected in the preceding table, for each share awarded as restricted stock or subject to a restricted stock unit award under the 2005 Plan, an equivalent of 1.5 shares was deducted from the available share-based award balance. For restricted stock units that were awarded with vesting contingent upon the achievement of future financial performance or market-based metrics, the maximum awards that can be achieved upon full vesting of such awards were reflected in the preceding table.


(e)	Restricted Stock and Stock Unit Awards

A summary of the restricted stock and stock unit activity, which includes time-based and performance-based or market-based restricted stock units, is as follows (in millions, except per-share amounts):



	Restricted Stock/Stock Units		Weighted-Average Grant Date Fair Value per Share		Aggregated Fair Market Value
UNVESTED BALANCE AT JULY 28, 2012	128		$	19.46
Granted and assumed	72		18.52
Vested	(46	)	20.17		$	932
Canceled/forfeited	(11	)	18.91
UNVESTED BALANCE AT JULY 27, 2013	143		18.80
Granted and assumed	67		20.74
Vested	(43	)	19.56		$	998
Canceled/forfeited	(10	)	18.70
UNVESTED BALANCE AT APRIL 26, 2014	157		$	19.43

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(Unaudited)


(f)	Stock Option Awards

A summary of the stock option activity is as follows (in millions, except per-share amounts):



	STOCK OPTIONS OUTSTANDING
	Number Outstanding		Weighted-Average Exercise Price per Share
BALANCE AT JULY 28, 2012	520		$	22.68
Assumed from acquisitions	10		0.77
Exercised	(154	)	18.51
Canceled/forfeited/expired	(100	)	22.18
BALANCE AT JULY 27, 2013	276		24.44
Assumed from acquisitions	6		3.69
Exercised	(45	)	17.54
Canceled/forfeited/expired	(14	)	27.41
BALANCE AT APRIL 26, 2014	223		$	25.09

The following table summarizes significant ranges of outstanding and exercisable stock options as of April 26, 2014 (in millions, except years and share prices):



	STOCK OPTIONS OUTSTANDING						STOCK OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (in Years)	Weighted-Average Exercise Price per Share		Aggregate Intrinsic Value		Number Exercisable	Weighted-Average Exercise Price per Share		Aggregate Intrinsic Value
$ 0.01 – 15.00	9	5.2	$	4.29	$	180	4	$	6.11	$	85
15.01 – 18.00	25	0.5	17.81		128		25	17.81		128
18.01 – 20.00	7	0.6	19.22		25		7	19.22		25
20.01 – 25.00	76	1.4	22.85		15		76	22.85		15
25.01 – 30.00	28	2.1	26.59		—		28	26.59		—
30.01 – 35.00	78	2.2	32.16		—		78	32.16		—
Total	223	1.8	$	25.09	$	348	218	$	25.57	$	253

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $23.00 as of April 25, 2014, that would have been received by the option holders had those option holders exercised their stock options as of that date. The total number of in-the-money stock options exercisable as of April 26, 2014 was 47 million. As of July 27, 2013, 271 million outstanding stock options were exercisable, and the weighted-average exercise price was $24.84.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(g)	Valuation of Employee Share-Based Awards

Time-based restricted stock units and performance-based restricted stock units (PRSUs) that are based on the Company’s financial performance metrics or non-financial operating goals are valued using the market value of the Company’s common stock on the date of grant, discounted for the present value of expected dividends. On the date of grant, the Company estimated the fair value of the total shareholder return (TSR) component of the PRSUs using a Monte Carlo simulation model. The valuation of time-based RSUs and PRSUs is summarized as follows:



	RESTRICTED STOCK UNITS						PERFORMANCE RESTRICTED STOCK UNITS
Three Months Ended	April 26, 2014			April 27, 2013			April 26, 2014		April 27, 2013
Number of shares granted (in millions)	6			4			2		—
Grant date fair value per share	$	19.95		$	19.59		19.85		N/A
Weighted-average assumptions/inputs:
Expected dividend yield	3.1		%	2.7		%	3.5	%	N/A
Range of risk-free interest rates	0.0% - 1.7%			0.1% - 0.9%			0.1% - 1.7%		N/A
Range of expected volatilities for index	N/A			N/A			N/A		N/A



	RESTRICTED STOCK UNITS						PERFORMANCE RESTRICTED STOCK UNITS
Nine Months Ended	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Number of shares granted (in millions)	53			56			6			4
Grant date fair value per share	$	20.50		$	17.47		$	21.73		$	19.26
Weighted-average assumptions/inputs:
Expected dividend yield	3.1		%	3.0		%	2.7		%	2.9		%
Range of risk-free interest rates	0.0% - 1.7%			0.0% - 0.9%			0.0% - 1.7%			0.1% - 0.7%
Range of expected volatilities for index	N/A			N/A			17.4% - 70.5%			18.3% - 64.6%

The PRSUs granted during the first nine months of fiscal 2014 and fiscal 2013 are contingent on the achievement of the Company’s financial performance metrics, its comparative market-based returns, or the achievement of non-financial operating goals. For the awards based on financial performance metrics or its comparative market-based returns, generally 50% of the PRSUs are earned based on the average of annual operating cash flow and earnings per share goals established at the beginning of each fiscal year over a three-year performance period. Generally, the remaining 50% of the PRSUs are earned based on the Company’s TSR measured against the benchmark TSR of a peer group over the same period. Each PRSU recipient could vest in 0% to 150% of the target shares granted contingent on the achievement of the Company’s financial performance metrics or its comparative market-based returns, and 0% or 100% of the target shares granted contingent on the achievement of non-financial operating goals.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


15.	Comprehensive Income

The components of AOCI, net of tax, and the other comprehensive income (loss), excluding noncontrolling interest, for the nine months ended April 26, 2014 and April 27, 2013 are summarized as follows (in millions):



	Net Unrealized Gains on Investments			Net Unrealized Gains (Losses) Cash Flow Hedging Instruments			Cumulative Translation Adjustment and Other			Accumulated Other Comprehensive Income
BALANCE AT JULY 27, 2013	$	379		$	8		$	221		$	608
Other comprehensive income before reclassifications attributable to Cisco Systems, Inc.	339			46			32			417
(Gains) losses reclassified out of other comprehensive income	(234		)	(44		)	—			(278		)
Tax benefit (expense)	(43		)	(2		)	(5		)	(50		)
BALANCE AT APRIL 26, 2014	$	441		$	8		$	248		$	697

	Net Unrealized Gains on Investments			Net Unrealized Gains (Losses) Cash Flow Hedging Instruments			Cumulative Translation Adjustment and Other			Accumulated Other Comprehensive Income
BALANCE AT JULY 28, 2012	$	409		$	(53	)	$	305		$	661
Other comprehensive income before reclassifications attributable to Cisco Systems, Inc.	22			59			6			87
(Gains) losses reclassified out of other comprehensive income	(46		)	(7		)	—			(53		)
Tax benefit (expense)	9			(1		)	(14		)	(6		)
BALANCE AT APRIL 27, 2013	$	394		$	(2	)	$	297		$	689

The net gains (losses) reclassified out of other comprehensive income into the Consolidated Statements of Operations, with line item location, during each period were as follows (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Comprehensive Income Components	Income Before Taxes				Income Before Taxes				Line Item in Statements of Operations
Net unrealized gains on available-for-sale investments
	$	69	$	6	$	234	$	46	Other income (loss), net

Net unrealized gains and losses on cash flow hedging instruments
Foreign currency derivatives	13		3		36		5		Operating expenses
Foreign currency derivatives	3		1		8		2		Cost of sales—service
	16		4		44		7

Total amounts reclassified out of other comprehensive income	$	85	$	10	$	278	$	53

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


16.	Income Taxes

The following table provides details of income taxes (in millions, except percentages):



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Income before provision for income taxes	$	2,642		$	2,945		$	6,937		$	8,356
Provision for income taxes	$	461		$	467		$	1,331		$	643
Effective tax rate	17.4		%	15.9		%	19.2		%	7.7		%

As of April 26, 2014, the Company had $1.9 billion of unrecognized tax benefits, of which $1.6 billion, if recognized, would favorably impact the effective tax rate. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company believes it is reasonably possible that certain federal, foreign, and state tax matters may be concluded in the next 12 months. Specific positions that may be resolved include issues involving transfer pricing and various other matters. The Company estimates that it is reasonably possible that the unrecognized tax benefits at April 26, 2014 could be reduced by $300 million in the next 12 months.


17.	Segment Information and Major Customers


(a)	Revenue and Gross Margin by Segment

The Company conducts business globally and is primarily managed on a geographic basis consisting of three segments: the Americas, EMEA, and APJC. The Company’s management makes financial decisions and allocates resources based on the information it receives from its internal management system. Sales are attributed to a segment based on the ordering location of the customer. The Company does not allocate research and development, sales and marketing, or general and administrative expenses to its segments in this internal management system because management does not include the information in its measurement of the performance of the operating segments. In addition, the Company does not allocate amortization and impairment of acquisition-related intangible assets, share-based compensation expense, significant litigation and other contingencies, impacts to cost of sales from purchase accounting adjustments to inventory, charges related to asset impairments and restructurings, and certain other charges to the gross margin for each segment because management does not include this information in its measurement of the performance of the operating segments.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Summarized financial information by segment for the three and nine months ended April 26, 2014 and April 27, 2013, based on the Company’s internal management system and as utilized by the Company’s Chief Operating Decision Maker (“CODM”), is as follows (in millions):



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Revenue:
Americas	$	6,689		$	7,127		$	20,465		$	21,286
EMEA	3,068			3,131			8,897			9,065
APJC	1,788			1,958			5,423			5,839
Total	$	11,545		$	12,216		$	34,785		$	36,190
Gross margin:
Americas	4,196			4,460			12,823			13,341
EMEA	1,967			2,044			5,725			5,850
APJC	1,076			1,197			3,148			3,494
Segment total	7,239			7,701			21,696			22,685
Unallocated corporate items	(233		)	(190		)	(1,332		)	(592		)
Total	$	7,006		$	7,511		$	20,364		$	22,093

Revenue in the United States, which is included in the Americas, was $5.9 billion and $6.1 billion for the three months ended April 26, 2014 and April 27, 2013, respectively, and was $17.9 billion and $18.3 billion for the nine months ended April 26, 2014 and April 27, 2013.


(b)	Revenue for Groups of Similar Products and Services

The Company designs, manufactures, and sells Internet Protocol (IP)-based networking and other products related to the communications and IT industry, and provides services associated with these products and their use. The Company groups its products and technologies into the following categories: Switching, NGN Routing, Service Provider Video, Collaboration, Wireless, Data Center, Security, and Other Products. These products, primarily integrated by Cisco IOS Software, link geographically dispersed local-area networks (LANs), metropolitan-area networks (MANs), and wide-area networks (WANs).

The following table presents revenue for groups of similar products and services (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Revenue:
Switching	$	3,381	$	3,601	$	10,406	$	10,962
NGN Routing	1,935		2,145		5,719		6,147
Service Provider Video	961		1,299		2,905		3,670
Collaboration	892		1,013		2,800		2,978
Data Center	662		515		1,868		1,480
Wireless	553		539		1,604		1,573
Security	361		327		1,119		1,002
Other	75		120		219		481
Product	8,820		9,559		26,640		28,293
Service	2,725		2,657		8,145		7,897
Total	$	11,545	$	12,216	$	34,785	$	36,190

The Company has made certain reclassifications to the prior period amounts to conform to the current period’s presentation.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The majority of the Company’s assets, excluding cash and cash equivalents and investments, as of April 26, 2014 and July 27, 2013 were attributable to its U.S. operations. The Company’s total cash and cash equivalents and investments held by various foreign subsidiaries were $45.9 billion and $40.4 billion as of April 26, 2014 and July 27, 2013, respectively, and the remaining $4.6 billion and $10.2 billion at the respective period ends was available in the United States.

Property and equipment information is based on the physical location of the assets. The following table presents property and equipment information for geographic areas (in millions):



	April 26, 2014		July 27, 2013
Property and equipment, net:
United States	$	2,718	$	2,780
International	592		542
Total	$	3,310	$	3,322


18.	Net Income per Share

The following table presents the calculation of basic and diluted net income per share (in millions, except per-share amounts):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Net income	$	2,181	$	2,478	$	5,606	$	7,713
Weighted-average shares—basic	5,143		5,329		5,271		5,316
Effect of dilutive potential common shares	37		58		40		45
Weighted-average shares—diluted	5,180		5,387		5,311		5,361
Net income per share—basic	$	0.42	$	0.47	$	1.06	$	1.45
Net income per share—diluted	$	0.42	$	0.46	$	1.06	$	1.44
Antidilutive employee share-based awards, excluded	240		245		331		417

Employee equity share options, unvested shares, and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money options, unvested restricted stock, and restricted stock units. The dilutive effect of such equity awards is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are collectively assumed to be used to repurchase shares.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under “Part II, Item 1A. Risk Factors,” and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

OVERVIEW

We design, manufacture, and sell Internet Protocol (IP) based networking and other products related to the communications and information technology (IT) industry and provide services associated with these products and their use. We provide a broad line of products for transporting data, voice, and video within buildings, across campuses, and around the world. Our products are designed to transform how people connect, communicate, and collaborate. Our products are utilized at enterprise businesses, public institutions, telecommunications companies and other service providers, commercial businesses, and personal residences.

A summary of our results is as follows (in millions, except percentages and per-share amounts):



	Three Months Ended									Nine Months Ended
	April 26, 2014			April 27, 2013			Variance			April 26, 2014			April 27, 2013			Variance
Revenue	$	11,545		$	12,216		(5.5	)%		$	34,785		$	36,190		(3.9	)%
Gross margin percentage	60.7		%	61.5		%	(0.8	)	pts	58.5		%	61.0		%	(2.5	)	pts
Research and development	$	1,565		$	1,542		1.5	%		$	4,701		$	4,425		6.2	%
Sales and marketing	$	2,342		$	2,375		(1.4	)%		$	7,030		$	7,178		(2.1	)%
General and administrative	$	460		$	530		(13.2	)%		$	1,426		$	1,674		(14.8	)%
Total R&D, sales and marketing, general and administrative	$	4,367		$	4,447		(1.8	)%		$	13,157		$	13,277		(0.9	)%
Total as a percentage of revenue	37.8		%	36.4		%	1.4		pts	37.8		%	36.7		%	1.1		pts
Amortization of purchased intangible assets	$	71		$	89		(20.2	)%		$	207		$	329		(37.1	)%
Restructuring and other charges	$	26		$	33		(21.2	)%		$	336		$	105		220.0	%
Operating income as a percentage of revenue	22.0		%	24.1		%	(2.1	)	pts	19.2		%	23.2		%	(4.0	)	pts
Income tax percentage	17.4		%	15.9		%	1.5		pts	19.2		%	7.7		%	11.5		pts
Net income	$	2,181		$	2,478		(12.0	)%		$	5,606		$	7,713		(27.3	)%
Net income as a percentage of revenue	18.9		%	20.3		%	(1.4	)	pts	16.1		%	21.3		%	(5.2	)	pts
Earnings per share—diluted	$	0.42		$	0.46		(8.7	)%		$	1.06		$	1.44		(26.4	)%

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

In the third quarter of fiscal 2014, revenue decreased by 5% as compared with the third quarter of fiscal 2013. Within the total revenue change, product revenue decreased 8% and service revenue increased 3%. Total gross margin decreased by 0.8 percentage points, driven by unfavorable impacts from pricing and mix partially offset by productivity improvements. Research and development, sales and marketing, and general and administrative expenses collectively increased as a percentage of revenue by 1.4 percentage points. Operating income as a percentage of revenue decreased by 2.1 percentage points. Diluted earnings per share decreased by 9%, driven by a 12% decrease in net income partially offset by a decrease in our diluted share count.

In the third quarter of fiscal 2014, revenue decreased by $0.7 billion as compared with the third quarter of fiscal 2013. Revenue from the Americas decreased by $0.4 billion, driven by lower product revenue in most countries in this segment including the United States. While we continued to experience increased stability across Europe, EMEA revenue decreased $0.1 billion, led by product revenue declines in Russia as well as various other countries in this segment. Revenue in our APJC segment decreased $0.2 billion, driven by product revenue declines in India and Australia. The weakness we encountered in emerging countries throughout the world in the first six months of fiscal 2014 continued during the third quarter of fiscal 2014. Among the emerging countries in which we experienced weakness with respect to product revenue during the third quarter of fiscal 2014 were Brazil within the Americas, India within APJC, and Russia within EMEA.

In the third quarter of fiscal 2014, product revenue declined across all customer markets, with the most significant decline in the service provider market.

From a product category perspective, the product revenue decrease of 8% year-over-year was driven in large part by the lower product revenue from sales of products within our core business. While we saw improvement in business momentum with respect to high-end routers, there was no increase in NGN Routing revenue this quarter as product transitions in this area are still in their early stages. The effects of these product transitions, combined with other challenges, led to a decrease in NGN Routing revenue of 10%. We also experienced a 6% decrease in revenue from our Switching products. The other major product categories experienced revenue changes ranging from a 26% decrease in Service Provider Video to a 29% increase in Data Center. The decrease in revenue from our Service Provider Video products was driven largely by a decrease in revenue from sales of set-top boxes, which constitute a significant portion of this product category. Partially offsetting the decline in product revenue was an increase in service revenue. Service revenue in the third quarter of fiscal 2014 increased by 3%, reflecting continued slower growth which we believe was attributable to the impact of the declines in product revenue in recent quarters.

In summary, in the third quarter of fiscal 2014 while we saw some improved business momentum, we continued to experience many of the same challenges we experienced in the first six months of fiscal 2014, including reduced spending by our service provider customers, weakness in emerging countries, product transitions, and a conservative approach to IT-related capital spending by customers. We expect that the challenges in the emerging countries, the service provider market, and Switching and NGN Routing may continue for at least the next several quarters.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Diluted earnings per share decreased by 26%, driven by a 27% decrease in net income. A significant portion of the decrease in net income was attributable to the fiscal 2013 net tax benefit related to our settlement with the IRS. Revenue decreased 4%, with product revenue decreasing 6% and service revenue increasing 3%. Total gross margin decreased by 2.5 percentage points. As a percentage of revenue, research and development, sales and marketing, and general and administrative expenses collectively increased by 1.1 percentage points. Operating income as a percentage of revenue decreased by 4.0 percentage points.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Strategy and Focus Areas

Our focus continues to be on our five foundational priorities:


•	Leadership in our core business (routing, switching, and associated services), which includes comprehensive security and mobility solutions


•	Collaboration


•	Data center virtualization and cloud


•	Video


•	Architectures for business transformation

We believe that focusing on these priorities best positions us to continue to expand our share of our customers’ information technology spending.

Other Key Financial Measures

The following is a summary of our other key financial measures for the third quarter and first nine months of fiscal 2014 (in millions, except days sales outstanding in accounts receivable (DSO) and annualized inventory turns):



	April 26, 2014		July 27, 2013
Cash and cash equivalents and investments	$	50,469	$	50,610
Deferred revenue	$	13,151	$	13,423
DSO	35 days		40 days
Inventories	$	1,528	$	1,476
Annualized inventory turns	11.8		13.8



	Nine Months Ended
	April 26, 2014		April 27, 2013
Cash provided by operating activities	$	8,720	$	8,908
Repurchases of common stock—stock repurchase program	$	8,025	$	1,613
Dividends	$	2,784	$	2,392

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended July 27, 2013, as updated as applicable in Note 2 to the Consolidated Financial Statements herein, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from the amounts reported based on these policies.

Revenue Recognition

Revenue is recognized when all of the following criteria have been met:


•	Persuasive evidence of an arrangement exists. Contracts, Internet commerce agreements, and customer purchase orders are generally used to determine the existence of an arrangement.


•	Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery.


•	The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.


•	Collectibility is reasonably assured. We assess collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

In instances where final acceptance of the product, system, or solution is specified by the customer, revenue is deferred until all acceptance criteria have been met. When a sale involves multiple deliverables, such as sales of products that include services, the multiple deliverables are evaluated to determine the unit of accounting, and the entire fee from the arrangement is allocated to each unit of accounting based on the relative selling price. Revenue is recognized when the revenue recognition criteria for each unit of accounting are met.

The amount of product and service revenue recognized in a given period is affected by our judgment as to whether an arrangement includes multiple deliverables and, if so, our valuation of the units of accounting for multiple deliverables. According to the accounting guidance prescribed in Accounting Standards Codification (ASC) 605, Revenue Recognition, we use vendor-specific objective evidence of selling price (VSOE) for each of those units, when available. We determine VSOE based on our normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, we require that a substantial majority of the historical standalone transactions have the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by approximately 80% of such historical standalone transactions falling within plus or minus 15% of the median rates. When VSOE does not exist, we apply the selling price hierarchy to applicable multiple-deliverable arrangements. Under the selling price hierarchy, third-party evidence of selling price (TPE) will be considered if VSOE does not exist, and estimated selling price (ESP) will be used if neither VSOE nor TPE is available. Generally, we are not able to determine TPE because our go-to-market strategy differs from that of others in our markets, and the extent of our proprietary technology varies among comparable products or services from those of our peers. In determining ESP, we apply significant judgment as we weigh a variety of factors, based on the facts and circumstances of the arrangement. We typically arrive at an ESP for a product or service that is not sold separately by considering company-specific factors such as geographies, competitive landscape, internal costs, profitability objectives, pricing practices used to establish bundled pricing, and existing portfolio pricing and discounting.

Some of our sales arrangements have multiple deliverables containing software and related software support components. Such sales arrangements are subject to the accounting guidance in ASC 985-605, Software-Revenue Recognition.

As our business and offerings evolve over time, our pricing practices may be required to be modified accordingly, which could result in changes in selling prices, including both VSOE and ESP, in subsequent periods. There were no material impacts during the third quarter of fiscal 2014 nor do we currently expect a material impact in the next 12 months on our revenue recognition due to any changes in our VSOE, TPE, or ESP.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Revenue deferrals relate to the timing of revenue recognition for specific transactions based on financing arrangements, service, support, and other factors. Financing arrangements may include sales-type, direct-financing, and operating leases, loans, and guarantees of third-party financing. Our deferred revenue for products was $4.4 billion and $4.0 billion as of April 26, 2014 and July 27, 2013, respectively. Technical support services revenue is deferred and recognized ratably over the period during which the services are to be performed, which typically is from one to three years. Advanced services revenue is recognized upon delivery or completion of performance. Our deferred revenue for services was $8.7 billion and $9.4 billion as of April 26, 2014 and July 27, 2013, respectively.

We make sales to distributors which we refer to as two-tier systems of sales to the end customer. Revenue from distributors is recognized based on a sell-through method using information provided by them. Our distributors participate in various cooperative marketing and other programs, and we maintain estimated accruals and allowances for these programs. If actual credits received by our distributors under these programs were to deviate significantly from our estimates, which are based on historical experience, our revenue could be adversely affected.

Allowances for Receivables and Sales Returns

The allowances for receivables were as follows (in millions, except percentages):



	April 26, 2014			July 27, 2013
Allowance for doubtful accounts	$	247		$	228
Percentage of gross accounts receivable	5.3		%	4.0		%
Allowance for credit loss—lease receivables	$	249		$	238
Percentage of gross lease receivables	6.6		%	6.3		%
Allowance for credit loss—loan receivables	$	92		$	86
Percentage of gross loan receivables	5.7		%	5.2		%

The allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts. We regularly review the adequacy of these allowances by considering internal factors such as historical experience, credit quality and age of the receivable balances as well as external factors such as economic conditions that may affect a customer’s ability to pay and expected default frequency rates, which are published by major third-party credit-rating agencies and are generally updated on a quarterly basis. We also consider the concentration of receivables outstanding with a particular customer in assessing the adequacy of our allowances for doubtful accounts. If a major customer’s creditworthiness deteriorates, if actual defaults are higher than our historical experience, or if other circumstances arise, our estimates of the recoverability of amounts due to us could be overstated, and additional allowances could be required, which could have an adverse impact on our operating results.

The allowance for credit loss on financing receivables is also based on the assessment of collectibility of customer accounts. We regularly review the adequacy of the credit allowances determined either on an individual or a collective basis. When evaluating the financing receivables on an individual basis, we consider historical experience, credit quality and age of receivable balances, and economic conditions that may affect a customer’s ability to pay. When evaluating financing receivables on a collective basis, we use expected default frequency rates published by a major third-party credit-rating agency as well as our own historical loss rate in the event of default, while also systematically giving effect to economic conditions, concentration of risk and correlation. Determining expected default frequency rates and loss factors associated with internal credit risk ratings, as well as assessing factors such as economic conditions, concentration of risk, and correlation, are complex and subjective. Our ongoing consideration of all these factors could result in an increase in our allowance for credit loss in the future, which could adversely affect our operating results. Both accounts receivable and financing receivables are charged off at the point when they are considered uncollectible.

A reserve for future sales returns is established based on historical trends in product return rates. The reserve for future sales returns as of April 26, 2014 and July 27, 2013 was $135 million and $119 million, respectively, and was recorded as a reduction of our accounts receivable. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Inventory Valuation and Liability for Purchase Commitments with Contract Manufacturers and Suppliers

Our inventory balance was $1.5 billion as of both April 26, 2014 and July 27, 2013. Inventory is written down based on excess and obsolete inventories determined primarily by future demand forecasts. Inventory write-downs are measured as the difference between the cost of the inventory and market, based upon assumptions about future demand, and are charged to the provision for inventory, which is a component of our cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

We record a liability for firm, noncancelable, and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. As of April 26, 2014, the liability for these purchase commitments was $156 million, compared with $172 million as of July 27, 2013, and was included in other current liabilities. Our provision for inventory was $53 million and $92 million for the first nine months of fiscal 2014 and 2013, respectively. The provision for the liability related to purchase commitments with contract manufacturers and suppliers was $94 million and $76 million for the first nine months of fiscal 2014 and 2013, respectively.

If there were to be a sudden and significant decrease in demand for our products, or if there were a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements, we could be required to increase our inventory write-downs, and our liability for purchase commitments with contract manufacturers and suppliers, and accordingly our profitability, could be adversely affected. We regularly evaluate our exposure for inventory write-downs and the adequacy of our liability for purchase commitments. Inventory and supply chain management remain areas of focus as we balance the need to maintain supply chain flexibility to help ensure competitive lead times with the risk of inventory obsolescence, particularly in light of current macroeconomic uncertainties and conditions and the resulting potential for changes in future demand forecast.

Loss Contingencies and Product Warranties

We are subject to the possibility of various losses arising in the ordinary course of business. We consider the likelihood of impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate information available to us to determine whether such accruals should be adjusted and whether new accruals are required.

We have recorded a liability for the expected remediation cost for certain products sold in prior fiscal years containing memory components manufactured by a single supplier between 2005 and 2010. In February 2014, on the basis of the growing number of failures as described in Note 12 (f) to the Consolidated Financial Statements, we decided to expand our approach, which resulted in an additional charge to product cost of sales of $655 million being recorded for the second quarter of fiscal 2014. Estimating this liability is complex and subjective, and if we experience changes in a number of underlying assumptions and estimates such as a change in claims compared with our expectations, or if the cost of servicing these claims is different than expected, our estimated liability may be impacted.

Our liability for product warranties, included in other current liabilities, was $430 million as of April 26, 2014, compared with $402 million as of July 27, 2013. See Note 12 to the Consolidated Financial Statements. Our products are generally covered by a warranty for periods ranging from 90 days to five years, and for some products we provide a limited lifetime warranty. We accrue for warranty costs as part of our cost of sales based on associated material costs, technical support labor costs, and associated overhead. Material cost is estimated based primarily upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. Technical support labor cost is estimated based primarily upon historical trends in the rate of customer cases and the cost to support the customer cases within the warranty period. Overhead cost is applied based on estimated time to support warranty activities.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The provision for product warranties during the first nine months of fiscal 2014 and 2013 was $532 million and $480 million, respectively. See Note 12 to the Consolidated Financial Statements. If we experience an increase in warranty claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our profitability could be adversely affected.

Share-Based Compensation Expense

Share-based compensation expense is presented as follows (in millions):



	Nine Months Ended
	April 26, 2014		April 27, 2013		Variance
Share-based compensation expense	$	1,009	$	880	$	129

Restricted stock units are valued using the market value of our common stock on the date of grant, discounted for the present value of expected dividends. Restricted stock unit awards with market-based conditions are valued using a Monte Carlo simulation. See Note 14 to the Consolidated Financial Statements.

The determination of the fair value of employee stock options and employee stock purchase rights on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. For employee stock options and employee stock purchase rights, these variables include, but are not limited to, the expected stock price volatility over the term of the awards, the risk-free interest rate, and expected dividends as of the grant date. For employee stock options, we historically have used the implied volatility for two-year traded options on our stock as the expected volatility assumption required in the lattice-binomial model. For employee stock purchase rights, we used the implied volatility for traded options (with lives corresponding to the expected life of the employee stock purchase rights) on our stock. The selection of the implied volatility approach was based upon the availability of actively traded options on our stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility. The valuation of employee stock options (granted in prior periods, but for which expense was recognized during the period presented) is also impacted by kurtosis and skewness, which are technical measures of the distribution of stock price returns and the actual and projected employee stock option exercise behaviors.

Because share-based compensation expense is based on awards ultimately expected to vest, it has been reduced for forfeitures. If factors change and we employ different assumptions in the application of our option-pricing model in future periods or if we experience different forfeiture rates, the compensation expense that is derived may differ significantly from what we have recorded in the current period.

Fair Value Measurements

Our fixed income and publicly traded equity securities, collectively, are reflected in the Consolidated Balance Sheets at a fair value of $44.2 billion as of April 26, 2014, compared with $42.7 billion as of July 27, 2013. Our fixed income investment portfolio, as of April 26, 2014, consisted primarily of high-quality investment-grade securities. See Note 8 to the Consolidated Financial Statements.

As described more fully in Note 9 to the Consolidated Financial Statements, a valuation hierarchy is based on the level of independent, objective evidence available regarding the value of the investments. It encompasses three classes of investments: Level 1 consists of securities for which there are quoted prices in active markets for identical securities; Level 2 consists of securities for which observable inputs other than Level 1 inputs are used, such as quoted prices for similar securities in active markets or quoted prices for identical securities in less active markets and model-derived valuations for which the variables are derived from, or corroborated by, observable market data; and Level 3 consists of securities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value.

Our Level 2 securities are valued using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. We use inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from independent pricing vendors, quoted market prices, or other sources to determine the ultimate fair value of our assets and liabilities. We use such pricing data as the primary input, to which we have not made any material adjustments during fiscal 2014 and fiscal 2013, to make our assessments and determinations as to the ultimate valuation of our investment portfolio. We are ultimately responsible for the financial statements and underlying estimates.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The inputs and fair value are reviewed for reasonableness, may be further validated by comparison to publicly available information, and could be adjusted based on market indices or other information that management deems material to its estimate of fair value. The assessment of fair value can be difficult and subjective. However, given the relative reliability of the inputs we use to value our investment portfolio, and because substantially all of our valuation inputs are obtained using quoted market prices for similar or identical assets, we do not believe that the nature of estimates and assumptions affected by levels of subjectivity and judgment was material to the valuation of the investment portfolio as of April 26, 2014. We had no Level 3 investments in our total portfolio as of April 26, 2014.

Other-than-Temporary Impairments

We recognize an impairment charge when the declines in the fair values of our fixed income or publicly traded equity securities below their cost basis are judged to be other than temporary. The ultimate value realized on these securities, to the extent unhedged, is subject to market price volatility until they are sold.

If the fair value of a debt security is less than its amortized cost, we assess whether the impairment is other than temporary. An impairment is considered other than temporary if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovery of its entire amortized cost basis, or (iii) we do not expect to recover the entire amortized cost of the security. If an impairment is considered other than temporary based on (i) or (ii) described in the prior sentence, the entire difference between the amortized cost and the fair value of the security is recognized in earnings. If an impairment is considered other than temporary based on condition (iii), the amount representing credit loss, defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security, will be recognized in earnings, and the amount relating to all other factors will be recognized in other comprehensive income (OCI). In estimating the amount and timing of cash flows expected to be collected, we consider all available information, including past events, current conditions, the remaining payment terms of the security, the financial condition of the issuer, expected defaults, and the value of underlying collateral.

For publicly traded equity securities, we consider various factors in determining whether we should recognize an impairment charge, including the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

For the first nine months of fiscal 2014, impairment charges of $11 million on investments in publicly traded equity securities were recognized in earnings, while there were no such impairment charges in the first nine months of fiscal 2013. There were no impairment charges on our investments in fixed income securities in the first nine months of fiscal 2014 and 2013. Our ongoing consideration of all the factors described previously could result in additional impairment charges in the future, which could adversely affect our net income.

We also have investments in privately held companies, some of which are in the startup or development stages. As of April 26, 2014, our investments in privately held companies were $923 million, compared with $833 million as of July 27, 2013, and were included in other assets. See Note 6 to the Consolidated Financial Statements. We monitor these investments for events or circumstances indicative of potential impairment, and we make appropriate reductions in carrying values if we determine that an impairment charge is required, based primarily on the financial condition and near-term prospects of these companies. These investments are inherently risky because the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. Our impairment charges on investments in privately held companies were $10 million and $23 million for the first nine months of fiscal 2014 and 2013, respectively.

Goodwill and Purchased Intangible Asset Impairments

Our methodology for allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill represents a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including contingent consideration. We perform goodwill impairment tests on an annual basis in the fourth fiscal quarter and between annual tests in certain circumstances for each reporting unit. The assessment of fair value for goodwill and purchased intangible assets is based on factors that market participants would use in an orderly transaction in accordance with the new accounting guidance for the fair value measurement of nonfinancial assets.

The goodwill recorded in the Consolidated Balance Sheets as of April 26, 2014 and July 27, 2013 was $24.1 billion and $21.9 billion, respectively. The increase in goodwill for the first nine months of fiscal 2014 was due in large part to our acquisition of Sourcefire, Inc. In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill. There was no impairment of goodwill in the first nine months of fiscal 2014 and 2013.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

We make judgments about the recoverability of purchased intangible assets with finite lives whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. We review indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Assumptions and estimates about future values and remaining useful lives of our purchased intangible assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends and internal factors such as changes in our business strategy and our internal forecasts. There were no impairment charges related to purchased intangible assets for the first nine months of fiscal 2014 and 2013. Our ongoing consideration of all the factors described previously could result in additional impairment charges in the future, which could adversely affect our net income.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective tax rates differ from the statutory rate, primarily due to the tax impact of state taxes, foreign operations, research and development (R&D) tax credits, domestic manufacturing deductions, tax audit settlements, nondeductible compensation, international realignments, and transfer pricing adjustments. Our effective tax rate was 17.4% and 15.9% in the third quarter of fiscal 2014 and 2013, respectively. Our effective tax rate was 19.2% and 7.7% in the first nine months of fiscal 2014 and 2013, respectively.

Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Although we believe our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties.

Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Our provision for income taxes is subject to volatility and could be adversely impacted by earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit or domestic manufacturing deduction laws; by expiration of or lapses in tax incentives; by transfer pricing adjustments, including the effect of acquisitions on our intercompany R&D cost-sharing arrangement and legal structure; by tax effects of nondeductible compensation; by tax costs related to intercompany realignments; by changes in accounting principles; or by changes in tax laws and regulations, treaties, or interpretations thereof, including possible changes to the taxation of earnings of our foreign subsidiaries, the deductibility of expenses attributable to foreign income, or the foreign tax credit rules. Significant judgment is required to determine the recognition and measurement attributes prescribed in the accounting guidance for uncertainty in income taxes. The Organisation for Economic Co-operation and Development (OECD), an international association comprised of 34 countries, including the United States, is contemplating changes to numerous long-standing tax principles. These contemplated changes, if finalized and adopted by countries, will increase tax uncertainty and may adversely affect our provision for income taxes. As a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service (IRS) and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse impact on our operating results and financial condition.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS

Revenue

The following table presents the breakdown of revenue between product and service (in millions, except percentages):



	Three Months Ended											Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent
Revenue:
Product	$	8,820		$	9,559		$	(739	)	(7.7	)%	$	26,640		$	28,293		$	(1,653	)	(5.8	)%
Percentage of revenue	76.4		%	78.2		%						76.6		%	78.2		%
Service	2,725			2,657			68			2.6	%	8,145			7,897			248			3.1	%
Percentage of revenue	23.6		%	21.8		%						23.4		%	21.8		%
Total	$	11,545		$	12,216		$	(671	)	(5.5	)%	$	34,785		$	36,190		$	(1,405	)	(3.9	)%

We manage our business primarily on a geographic basis, organized into three geographic segments. Our revenue, which includes product and service for each segment, is summarized in the following table (in millions, except percentages):



	Three Months Ended											Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent
Revenue:
Americas	$	6,689		$	7,127		$	(438	)	(6.1	)%	$	20,465		$	21,286		$	(821	)	(3.9	)%
Percentage of revenue	57.9		%	58.4		%						58.8		%	58.9		%
EMEA	3,068			3,131			(63		)	(2.0	)%	8,897			9,065			(168		)	(1.9	)%
Percentage of revenue	26.6		%	25.6		%						25.6		%	25.0		%
APJC	1,788			1,958			(170		)	(8.7	)%	5,423			5,839			(416		)	(7.1	)%
Percentage of revenue	15.5		%	16.0		%						15.6		%	16.1		%
Total	$	11,545		$	12,216		$	(671	)	(5.5	)%	$	34,785		$	36,190		$	(1,405	)	(3.9	)%

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

For the third quarter of fiscal 2014, as compared with the third quarter of fiscal 2013, total revenue decreased by 5%. Within the total revenue change, product revenue decreased by 8%, while service revenue increased by 3%. Our total revenue reflected declines across all geographic segments. We also experienced product revenue declines across all customer markets.

Across our geographic segments, product revenue for most of our emerging countries experienced a decline. The emerging countries of Brazil, Russia, India, China, and Mexico (“BRICM”), in the aggregate, experienced a 13% product revenue decline, with declines in the service provider and commercial markets, collectively.

We conduct business globally in numerous currencies. The direct effect of foreign currency fluctuations on revenue has not been material because our revenue is primarily denominated in U.S. dollars. However, if the U.S. dollar strengthens relative to other currencies, such strengthening could have an indirect effect on our revenue to the extent it raises the cost of our products to non-U.S. customers and thereby reduces demand. A weaker U.S. dollar could have the opposite effect. However, the precise indirect effect of currency fluctuations is difficult to measure or predict because our revenue is influenced by many factors in addition to the impact of such currency fluctuations. We do believe that there may have been some negative indirect effect on our revenue and business momentum in certain of the emerging countries where there was depreciation of the local currency relative to the U.S. dollar, although such indirect effects are difficult to measure, as noted.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

In addition to the impact of macroeconomic factors, including a reduced IT spending environment and budget-driven reductions in spending by government entities, revenue by segment in a particular period may be significantly impacted by several factors related to revenue recognition, including the complexity of transactions such as multiple-element arrangements; the mix of financing arrangements provided to our channel partners and customers; and final acceptance of the product, system, or solution, among other factors. In addition, certain customers tend to make large and sporadic purchases, and the revenue related to these transactions may also be affected by the timing of revenue recognition, which in turn would impact the revenue of the relevant segment. As has been the case in certain of our emerging countries from time to time, customers require greater levels of financing arrangements, service, and support, and these activities may occur in future periods, which may also impact the timing of the recognition of revenue.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

For the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013, revenue decreased by 4%. Product revenue decreased by 6%, while service revenue increased by 3%. The decrease in product revenue reflected declines across all geographic segments as well as across all customer markets. Service revenues experienced slower growth in our Americas and APJC geographic segments while it grew slightly faster in the EMEA segment.

Product Revenue by Segment

The following table presents the breakdown of product revenue by segment (in millions, except percentages):



	Three Months Ended											Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent
Product revenue:
Americas	$	4,925		$	5,364		$	(439	)	(8.2	)%	$	15,134		$	16,067		$	(933	)	(5.8	)%
Percentage of product revenue	55.9		%	56.1		%						56.8		%	56.8		%
EMEA	2,472			2,590			(118		)	(4.6	)%	7,181			7,469			(288		)	(3.9	)%
Percentage of product revenue	28.0		%	27.1		%						27.0		%	26.4		%
APJC	1,423			1,605			(182		)	(11.3	)%	4,325			4,757			(432		)	(9.1	)%
Percentage of product revenue	16.1		%	16.8		%						16.2		%	16.8		%
Total	$	8,820		$	9,559		$	(739	)	(7.7	)%	$	26,640		$	28,293		$	(1,653	)	(5.8	)%

Americas

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Product revenue in the Americas segment decreased by 8%. This product revenue decrease was across all of our customer markets, led by a significant decline in the service provider market. From a country perspective, product revenue decreased by 8% in the United States and 13% in both Canada and Brazil, partially offset by an increase of 8% in Mexico.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

The decrease in product revenue in the Americas segment of 6% reflected a product revenue decrease across all of our customer markets, led by a product revenue decline in the service provider market. From a country perspective, product revenue decreased by 6% in the United States, 8% in Canada, 11% in Brazil, and 1% in Mexico.

EMEA

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Product revenue in the EMEA segment decreased by 5%. We experienced declines in product revenue across all of our customer markets, led by a decline in the service provider market. Similar to what we observed in our other geographic segments, we experienced weakness with respect to product revenue in the emerging countries within EMEA. From an individual country perspective, product revenue decreased by 29% in Russia, 12% in Italy, 5% in France, and 3% in the United Kingdom, partially offset by an increase of 22% in Spain, 7% in the Netherlands, and 6% in Germany.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Product revenue in the EMEA segment decreased by 4%, driven by declines in the service provider market and, to a lesser extent, in the enterprise market. We experienced slower product revenue growth in the public sector and commercial markets. From an individual country perspective, product revenue decreased by 22% in Russia, 9% in France, and 3% in the United Kingdom, partially offset by an increase of 6% in the Netherlands.

APJC

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Product revenue in the APJC segment decreased by 11%. The product revenue decline was across most of our customer markets in the APJC segment, led by declines in the service provider and commercial markets, and to a lesser degree, a decline in the enterprise market. We continued to experience declines in many of the emerging countries in this segment, most notably in India, which experienced a year-over-year product revenue decline of 29%. Other countries that contributed to the weakness in this segment included Australia, Japan and China, which experienced year-over-year product revenue declines of 28%, 7% and 4%, respectively.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Product revenue in the APJC segment decreased by 9%. The product revenue decline was across all of our customer markets in the APJC segment, led by a product revenue decline in the service provider market. From a country perspective, we experienced year-over-year product revenue declines of 24% in India, 12% in both Japan and Australia, and 7% in China.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Product Revenue by Groups of Similar Products

In addition to the primary view on a geographic basis, we also prepare financial information related to groups of similar products and customer markets for various purposes. Our product categories consist of the following categories (with subcategories in parentheses): Switching (fixed switching, modular switching, and storage); NGN Routing (high-end routers, mid-range and low-end routers, and other NGN Routing products); Service Provider Video (infrastructure, video software and solutions); Collaboration (unified communications, Cisco TelePresence, and conferencing); Data Center; Wireless; Security; and Other Products. The Other Products category consists primarily of emerging technology products and other networking products.

The following table presents revenue for groups of similar products (in millions, except percentages):



	Three Months Ended											Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent
Product revenue:
Switching	$	3,381		$	3,601		$	(220	)	(6.1	)%	$	10,406		$	10,962		$	(556	)	(5.1	)%
Percentage of product revenue	38.3		%	37.7		%						39.1		%	38.8		%
NGN Routing	1,935			2,145			(210		)	(9.8	)%	5,719			6,147			(428		)	(7.0	)%
Percentage of product revenue	21.9		%	22.4		%						21.5		%	21.7		%
Service Provider Video	961			1,299			(338		)	(26.0	)%	2,905			3,670			(765		)	(20.8	)%
Percentage of product revenue	10.9		%	13.6		%						10.9		%	13.0		%
Collaboration	892			1,013			(121		)	(11.9	)%	2,800			2,978			(178		)	(6.0	)%
Percentage of product revenue	10.1		%	10.6		%						10.5		%	10.5		%
Data Center	662			515			147			28.5	%	1,868			1,480			388			26.2	%
Percentage of product revenue	7.5		%	5.4		%						7.0		%	5.2		%
Wireless	553			539			14			2.6	%	1,604			1,573			31			2.0	%
Percentage of product revenue	6.3		%	5.6		%						6.0		%	5.6		%
Security	361			327			34			10.4	%	1,119			1,002			117			11.7	%
Percentage of product revenue	4.1		%	3.4		%						4.2		%	3.5		%
Other	75			120			(45		)	(37.5	)%	219			481			(262		)	(54.5	)%
Percentage of product revenue	0.9		%	1.3		%						0.8		%	1.7		%
Total	$	8,820		$	9,559		$	(739	)	(7.7	)%	$	26,640		$	28,293		$	(1,653	)	(5.8	)%

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

Switching

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Revenue in our Switching product category decreased by 6%, or $220 million. Revenue from our modular switches declined by 12%, or $152 million, driven primarily by lower sales of Cisco Catalyst 6000 Series Switches. We also experienced a decrease in revenue from our LAN fixed-configuration switches of 2%, or $47 million, resulting from lower sales of our existing products partially offset by the higher sales of our newer Cisco Catalyst 3850 Series Switches and the adoption of Cisco Nexus 6000 Series Switches. Revenue in our Switching product category was also negatively impacted by an 18% decrease in sales of storage products within this category.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

The decrease in revenue in our Switching product category was driven by a 10%, or $418 million, decrease in revenue from our modular switches, and to a lesser degree, a 1%, or $91 million, decrease in revenue from our LAN fixed-configuration switches and a 13%, or $47 million, decrease in revenue from storage products within this category. Revenue from our modular switches decreased due to lower sales of Cisco Catalyst 6000 Series Switches. The decline in revenue from LAN fixed-configuration switches was due to lower sales of most of our Cisco Catalyst Series Switches and Cisco Nexus Series Switches, partially offset by the continued adoption of Cisco Catalyst 3850 Series Switches and Cisco Nexus 6000 Series Switches.

NGN Routing

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

The decrease in revenue in our NGN Routing product category of 10%, or $210 million, was driven by a 17%, or $125 million, decrease in revenue from our midrange and low-end router products; a 5%, or $68 million, decrease in revenue from high-end router products; and an 11%, or $17 million, decrease in revenue from other NGN Routing products. The decrease in revenue from our midrange and low-end router products was driven by lower sales of our Cisco Integrated Services Routers (ISR) products. Revenue from our high-end products decreased due to lower sales of Cisco CRS-3 Carrier Routing System products and our legacy high-end router products, partially offset by increased sales of our Cisco Aggregation Services Routers (ASR) edge products. Revenue from other NGN Routing products decreased due to lower sales of certain optical networking products.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Revenue in our NGN Routing product category decreased by 7%, or $428 million. Revenue from high-end router products decreased by 7%, or $239 million, driven by lower sales of our Cisco CRS-3 Carrier Routing System products, and also lower sales of our legacy high-end router products. These decreases were partially offset by sales growth for several Cisco ASR products.

We also saw declines in revenue from our midrange and low-end router products and from other NGN Routing products. The decreases in revenue from our midrange and low-end router products were driven by lower sales of our ISR products. Revenue from other NGN Routing products decreased due to lower sales of certain optical networking products.

Service Provider Video

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Revenue in our Service Provider Video product category decreased by 26%, or $338 million, with the largest driver of the decline being the 28%, or $279 million, decrease in sales of our Service Provider Video infrastructure products. The revenue decline in Service Provider Video infrastructure products, which includes connected devices and cable access products, was due primarily to lower sales of set-top boxes.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

The decrease in revenue from our Service Provider Video product category of 21%, or $765 million, was primarily driven by a 23%, or $651 million, decrease in sales of our Service Provider Video infrastructure products. This decline was due primarily to lower sales of set-top boxes.

Collaboration

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Our Collaboration product category continues to shift its focus to recurring revenue streams driven by software-as-a-service (SaaS) offerings, for which revenue is deferred and recognized ratably over the term of the arrangement. Overall, revenue in our Collaboration product category decreased by 12%, or $121 million, primarily due to decreased revenue from our Cisco TelePresence and Unified Communications products, driven by weakness in endpoint products such as phones. These decreases were partially offset by higher revenue from our conferencing products.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Revenue in our Collaboration product category decreased by 6%, or $178 million, primarily due to decreased revenue from our Unified Communications and Cisco TelePresence products, partially offset by increased revenue from our conferencing products.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Data Center

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

We continue to experience solid growth in our Data Center product category, which grew by 29%, or $147 million, with solid sales growth of our Cisco Unified Computing System products across all geographic segments and customer markets. The increase was due in large part to the continued momentum we are experiencing in both data center and cloud environments, as current customers increase their data center build-outs, and as new customers deploy these offerings.

To the extent our Data Center business grows and further penetrates the market, we expect that, in comparison to what we experienced during the initial rapid growth of this business, the growth rates for our Data Center product revenue will experience more normal seasonality consistent with customer equipment refresh requirements to support new and existing applications.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

We experienced solid growth in our Data Center product category, which grew by 26%, or $388 million, with solid sales growth of our Cisco Unified Computing System products across all geographic segments and customer markets. The increase in this product category was driven by similar factors as discussed in the three month period immediately above.

Wireless

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Revenue in our Wireless product category increased 3%, or $14 million, due to an increase in sales of Meraki products, which we acquired in the second quarter of fiscal 2013, partially offset by lower sales of other wireless products.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Revenue in our Wireless product category increased by 2%, or $31 million, due primarily to higher sales of Meraki products, partially offset by a decrease in sales of other wireless products.

Security

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Revenue in our Security product category was up 10%, or $34 million, driven by sales of products from Sourcefire, which we acquired in the first quarter of fiscal 2014.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Revenue in our Security product category was up 12%, or $117 million, driven primarily by sales of Sourcefire products and, to a lesser degree, by both higher sales of our high-end firewall products within our network security product portfolio and slightly higher sales of our content security products.

Other

We experienced a year-over-year decrease in revenue in our Other Products category for the third quarter and for the first nine months of fiscal 2014 due in large part to the sale of our Linksys product line in the third quarter of fiscal 2013.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Service Revenue by Segment

The following table presents the breakdown of service revenue by segment (in millions, except percentages):



	Three Months Ended										Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars		Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars		Variance in Percent
Service revenue:
Americas	$	1,764		$	1,763		$	1	0.1	%	$	5,331		$	5,219		$	112	2.1	%
Percentage of service revenue	64.7		%	66.3		%					65.4		%	66.1		%
EMEA	596			541			55		10.2	%	1,716			1,596			120		7.5	%
Percentage of service revenue	21.9		%	20.4		%					21.1		%	20.2		%
APJC	365			353			12		3.4	%	1,098			1,082			16		1.5	%
Percentage of service revenue	13.4		%	13.3		%					13.5		%	13.7		%
Total	$	2,725		$	2,657		$	68	2.6	%	$	8,145		$	7,897		$	248	3.1	%

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Service revenue continued to experience slower growth than in prior fiscal years, with varying levels of growth across our geographic segments. Worldwide technical support services revenue increased by 3% while worldwide advanced services revenue experienced 2% growth. Technical support service revenue experienced slow growth across all geographic segments. Renewals and technical support service contract initiations associated with product sales provided an installed base of equipment being serviced which, in concert with new service offerings, were the primary factors driving the revenue increases. Advanced services revenue, which relates to consulting support services for specific customer network needs, declined in the Americas segment but had solid growth in the APJC and EMEA segments due to growth in subscription revenues.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Service revenue grew by 3%. Both worldwide technical support services revenue and worldwide advanced services revenue increased by 3%. Technical support services revenue grew in our Americas and EMEA segments and was flat in our APJC segment. Advanced services revenue declined slightly in our Americas segment but had solid growth in our EMEA and APJC segments due to growth in subscription revenues.

Our service revenue in the first nine months of fiscal 2014 reflected slower growth than what we had been experiencing in recent fiscal years. We believe that our service revenue growth has a correlation to product revenue growth, and to the extent that our product revenue declines or grows at a slower rate, we expect that our service revenue would be adversely impacted.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Gross Margin

The following table presents the gross margin for products and services (in millions, except percentages):



	Three Months Ended								Nine Months Ended
	Amount				Percentage				Amount				Percentage
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Gross margin:
Product	$	5,225	$	5,777	59.2	%	60.4	%	$	14,975	$	16,906	56.2	%	59.8	%
Service	1,781		1,734		65.4	%	65.3	%	5,389		5,187		66.2	%	65.7	%
Total	$	7,006	$	7,511	60.7	%	61.5	%	$	20,364	$	22,093	58.5	%	61.0	%

Product Gross Margin

The following table summarizes the key factors that contributed to the change in product gross margin percentage for the third quarter and first nine months of fiscal 2014 as compared with the corresponding prior year periods:



	Product Gross Margin Percentage
	Three Months Ended		Nine Months Ended
Fiscal 2013	60.4	%	59.8	%
Productivity ⁽¹⁾	3.4	%	2.9	%
Product pricing	(3.2	)%	(3.1	)%
Mix of products sold	(0.8	)%	(0.5	)%
Supplier component remediation charge	—	%	(2.5	)%
Amortization of purchased intangible assets	(0.5	)%	(0.5	)%
Acquisition fair value adjustment to inventory and other	(0.1	)%	0.1	%
Fiscal 2014	59.2	%	56.2	%

⁽¹⁾Productivity includes overall manufacturing-related costs, shipment volume, and other items not categorized elsewhere.

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Product gross margin decreased by 1.2 percentage points. The decrease in product gross margin was driven by unfavorable impacts from product pricing, which were driven by normal market factors and impacted each of our geographic segments and customer markets. In addition, the shift in the mix of products sold decreased our product gross margin, primarily as a result of decreased revenue from of our higher margin Switching products and increased revenue from our relatively lower margin Cisco Unified Computing System products. Our product gross margin for the third quarter of fiscal 2014 was also negatively impacted by higher amortization expense of purchased intangible assets from our recent acquisitions.

These amounts were partially offset by productivity benefits. The productivity benefits we experienced in the third quarter of fiscal 2014 were driven by value engineering efforts; favorable component pricing; and continued operational efficiency in manufacturing operations. Value engineering is the process by which production costs are reduced through component redesign, board configuration, test processes, and transformation processes.

Our future gross margins could be impacted by our product mix and could be adversely affected by further growth in sales of products that have lower gross margins, such as Cisco Unified Computing System products. Our gross margins may also be impacted by the geographic mix of our revenue and, as was the case in the first nine months of fiscal 2014, in fiscal 2013 and in fiscal 2012, may be adversely affected by product pricing attributable to competitive factors. Additionally, our manufacturing-related costs may be negatively impacted by constraints in our supply chain, which in turn could negatively affect gross margin. If any of the preceding factors that in the past have negatively impacted our gross margins arise in future periods, our gross margins could continue to decline.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Product gross margin decreased by 3.6 percentage points for the period. The decrease was due, in part, to the charge of $655 million to product cost of sales for the second quarter of fiscal 2014 related to the expected cost of remediation of issues with memory components in certain products sold in prior fiscal years. See Note 12 (f) to the Consolidated Financial Statements. The decrease was also due to the impact of unfavorable product pricing. Additionally, our product gross margin for the first nine months of fiscal 2014 was negatively impacted by the shift in the mix of products sold, primarily as a result of revenue increases in our relatively lower margin Cisco Unified Computing System products and lower sales of our higher margin core products, partially offset by decreased revenue from our relatively lower margin Service Provider Video products. Further, as discussed above, for the first nine months of fiscal 2014 our product gross margin was negatively impacted by amortization expense on purchased intangibles from our recent acquisitions. These factors were partially offset by productivity improvements driven by similar factors as discussed in the three month period immediately above.

Service Gross Margin

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

Our service gross margin percentage increased slightly by 0.1 percentage points for the third quarter of fiscal 2014, as compared with the third quarter of fiscal 2013. The increase was primarily due to higher sales volume in both advanced services and technical support services and, to a lesser degree, a favorable mix impact. The favorable mix impact was due to our higher gross margin technical support services category contributing a higher proportion of service revenue for third quarter of fiscal 2014. The benefits to gross margin of increased sales volume and mix were partially offset by increased cost impacts such as outside service costs, partner delivery costs and headcount-related costs.

Our service gross margin normally experiences some fluctuations due to various factors such as the timing of contract initiations in our renewals, our strategic investments in headcount, and the resources we deploy to support the overall service business. Other factors include the mix of service offerings, as the gross margin from our advanced services is typically lower than the gross margin from technical support services.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

Service gross margin percentage increased by 0.5 percentage points for the period driven by higher sales volume. The benefit to gross margin of increased sales volume was partially offset by increased cost impacts such as outside service costs, headcount-related costs and partner delivery costs.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Gross Margin by Segment

The following table presents the total gross margin for each segment (in millions, except percentages):



	Three Months Ended										Nine Months Ended
	Amount						Percentage				Amount						Percentage
	April 26, 2014			April 27, 2013			April 26, 2014		April 27, 2013		April 26, 2014			April 27, 2013			April 26, 2014		April 27, 2013
Gross margin:
Americas	$	4,196		$	4,460		62.7	%	62.6	%	$	12,823		$	13,341		62.7	%	62.7	%
EMEA	1,967			2,044			64.1	%	65.3	%	5,725			5,850			64.3	%	64.5	%
APJC	1,076			1,197			60.2	%	61.1	%	3,148			3,494			58.0	%	59.8	%
Segment total	7,239			7,701			62.7	%	63.0	%	21,696			22,685			62.4	%	62.7	%
Unallocated corporate items ⁽¹⁾	(233		)	(190		)					(1,332		)	(592		)
Total	$	7,006		$	7,511		60.7	%	61.5	%	$	20,364		$	22,093		58.5	%	61.0	%

⁽¹⁾ The unallocated corporate items for the periods presented include the effects of amortization and impairments of acquisition-related intangible assets, share-based compensation expense, significant litigation and other contingencies, impacts to cost of sales from purchase accounting adjustments to inventory, and certain other charges. We do not allocate these items to the gross margin for each segment because management does not include such information in measuring the performance of the operating segments.

Three Months Ended April 26, 2014 Compared with Three Months Ended April 27, 2013

The Americas segment experienced a slight gross margin percentage increase due to the impact of productivity improvements in this geographic segment. Partially offsetting this favorable impact to gross margin were negative impacts from pricing and an unfavorable mix. The unfavorable mix impact was driven by a decrease in revenue from our higher margin Switching products.

The gross margin percentage decrease in our EMEA segment was due primarily to the unfavorable impact from pricing, as well as an unfavorable mix impact, partially offset by productivity improvements in this geographic segment. The unfavorable mix impact was driven by a decrease in revenue from our higher margin Switching products and, to a lesser degree, an increase in revenue from our lower margin Cisco Unified Computing System products.

Our APJC segment gross margin percentage decreased primarily as a result of unfavorable impacts from pricing, and also as a result of an unfavorable mix. The unfavorable mix impact was driven by an increase in revenue from our lower margin Cisco Unified Computing System products. Partially offsetting these factors were impacts from productivity improvements and higher service gross margin in this geographic segment.

The gross margin percentage for a particular segment may fluctuate, and period-to-period changes in such percentages may or may not be indicative of a trend for that segment. Our product and service gross margins may be impacted by economic downturns or uncertain economic conditions, as well as our movement into new market opportunities, and could decline if any of the factors that impact our gross margins are adversely affected in future periods.

Nine Months Ended April 26, 2014 Compared with Nine Months Ended April 27, 2013

The Americas segment gross margin percentage was flat compared to prior year period, as the impact of productivity improvements offset unfavorable impacts from pricing, as well as the impact of an unfavorable mix in this geographic segment.

The gross margin percentage decrease in our EMEA segment was primarily due to the unfavorable impact from pricing, as well as an unfavorable mix impact, partially offset by productivity improvements from lower overall manufacturing costs.

The APJC segment gross margin percentage decreased due to unfavorable impacts from pricing, and unfavorable mix impacts. Partially offsetting these factors were the impacts of productivity improvements and higher service gross margin in this geographic segment.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Factors That May Impact Revenue and Gross Margin

Product revenue may continue to be affected by factors, including global economic downturns and related market uncertainty, that have resulted in reduced IT-related capital spending in certain segments within our enterprise, service provider, public sector, and commercial markets; changes in the geopolitical environment and global economic conditions; competition, including price-focused competitors from Asia, especially from China; new product introductions; sales cycles and product implementation cycles; changes in the mix of our customers between service provider and enterprise markets; changes in the mix of direct sales and indirect sales; variations in sales channels; and final acceptance criteria of the product, system, or solution as specified by the customer. Sales to the service provider market have been and may be in the future characterized by large and sporadic purchases, especially relating to our router sales and sales of certain products within our Collaboration, Data Center, and Service Provider Video product categories. In addition, service provider customers typically have longer implementation cycles; require a broader range of services, including network design services; and often have acceptance provisions that can lead to a delay in revenue recognition. Certain of our customers in certain emerging countries also tend to make large and sporadic purchases, and the revenue related to these transactions may similarly be affected by the timing of revenue recognition. As we focus on new market opportunities, customers may require greater levels of financing arrangements, service, and support, especially in certain emerging countries, which in turn may result in a delay in the timing of revenue recognition. To improve customer satisfaction, we continue to focus on managing our manufacturing lead-time performance, which may result in corresponding reductions in order backlog. A decline in backlog levels could result in more variability and less predictability in our quarter-to-quarter revenue and operating results.

Product revenue may also be adversely affected by fluctuations in demand for our products, especially with respect to telecommunications service providers and Internet businesses, whether or not driven by any slowdown in capital expenditures in the service provider market; price and product competition in the communications and information technology industry; introduction and market acceptance of new technologies and products; adoption of new networking standards; and financial difficulties experienced by our customers. We may, from time to time, experience manufacturing issues that create a delay in our suppliers’ ability to provide specific components, resulting in delayed shipments. To the extent that manufacturing issues and any related component shortages result in delayed shipments in the future, and particularly in periods when we and our suppliers are operating at higher levels of capacity, it is possible that revenue for a quarter could be adversely affected if such matters are not remediated within the same quarter. For additional factors that may impact product revenue, see “Part II, Item 1A. Risk Factors.”

Our distributors participate in various cooperative marketing and other programs. Increased sales to our distributors generally result in greater difficulty in forecasting the mix of our products and, to a certain degree, the timing of orders from our customers. We recognize revenue for sales to our distributors generally based on a sell-through method using information provided by them, and we maintain estimated accruals and allowances for all cooperative marketing and other programs.

Product gross margin may be adversely affected in the future by changes in the mix of products sold, including periods of increased growth of some of our lower margin products; introduction of new products, including products with price-performance advantages; and new business models for our offerings such as other-as-a-service (XaaS); our ability to reduce production costs; entry into new markets, including markets with different pricing structures and cost structures, as a result of internal development or through acquisitions; changes in distribution channels; price competition, including competitors from Asia, especially those from China; changes in geographic mix of our product revenue; the timing of revenue recognition and revenue deferrals; sales discounts; increases in material or labor costs, including share-based compensation expense; excess inventory and obsolescence charges; warranty costs; changes in shipment volume; loss of cost savings due to changes in component pricing; effects of value engineering; inventory holding charges; and the extent to which we successfully execute on our strategy and operating plans. Additionally, our manufacturing-related costs may be negatively impacted by constraints in our supply chain. Service gross margin may be impacted by various factors such as the change in mix between technical support services and advanced services; the timing of technical support service contract initiations and renewals; share-based compensation expense; and the timing of our strategic investments in headcount and resources to support this business.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Research and Development (“R&D”), Sales and Marketing, and General and Administrative (“G&A”) Expenses

R&D, sales and marketing, and G&A expenses are summarized in the following table (in millions, except percentages):



	Three Months Ended											Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent		April 26, 2014			April 27, 2013			Variance in Dollars			Variance in Percent
Research and development	$	1,565		$	1,542		$	23		1.5	%	$	4,701		$	4,425		$	276		6.2	%
Percentage of revenue	13.6		%	12.6		%						13.5		%	12.2		%
Sales and marketing	2,342			2,375			(33		)	(1.4	)%	7,030			7,178			(148		)	(2.1	)%
Percentage of revenue	20.3		%	19.4		%						20.2		%	19.8		%
General and administrative	460			530			(70		)	(13.2	)%	1,426			1,674			(248		)	(14.8	)%
Percentage of revenue	4.0		%	4.3		%						4.1		%	4.6		%
Total	$	4,367		$	4,447		$	(80	)	(1.8	)%	$	13,157		$	13,277		$	(120	)	(0.9	)%
Percentage of revenue	37.8		%	36.4		%						37.8		%	36.7		%

R&D Expenses

R&D expenses increased for the third quarter and first nine months of fiscal 2014, as compared with the corresponding periods in fiscal 2013, primarily due to compensation expense recorded in fiscal 2014 in connection with our acquisition of the remaining interest in Insieme Networks, Inc. (“Insieme”). See Note 12 to the Consolidated Financial Statements. Higher contracted services also contributed to the increase. These increases were partially offset by efficiencies related to our workforce reduction plan and reduced variable compensation expense as a result of our financial performance.

We continue to invest in R&D in order to bring a broad range of products to market in a timely fashion. If we believe that we are unable to enter a particular market in a timely manner with internally developed products, we may purchase or license technology from other businesses, or we may partner with or acquire businesses as an alternative to internal R&D.

Sales and Marketing Expenses

Sales and marketing expenses decreased for the third quarter and first nine months of fiscal 2014, as compared with the corresponding periods in fiscal 2013, due to lower headcount-related expenses, resulting largely from efficiencies related to our workforce reduction plan announced in August 2013, and also due to reduced variable compensation expense as a result of lower financial performance. Lower discretionary spending and lower contracted services also contributed to the decrease.

G&A Expenses

G&A expenses decreased for the third quarter and first nine months of fiscal 2014, as compared with the corresponding periods in fiscal 2013, primarily due to lower corporate-level expenses, lower contracted services, and lower headcount-related expenses. The lower headcount-related expenses were due to reduced variable compensation expense as a result of lower financial performance, and also due to efficiencies related to our workforce reduction plan announced in August 2013.

Effect of Foreign Currency

In the third quarter of fiscal 2014, foreign currency fluctuations, net of hedging, decreased the combined R&D, sales and marketing, and G&A expenses by $44 million, or approximately 1.0%, compared with the third quarter of fiscal 2013.

In the first nine months of fiscal 2014, foreign currency fluctuations, net of hedging, decreased the combined R&D, sales and marketing, and G&A expenses by $132 million, or approximately 1.0%, compared with the first nine months of fiscal 2013.

Headcount

Our headcount decreased by approximately 200 employees in the third quarter of fiscal 2014 and decreased by approximately 1,200 in the first nine months of fiscal 2014 as compared with the total headcount at the end of fiscal 2013. The decrease for the third quarter of fiscal 2014 and the first nine months of fiscal 2014 was due to headcount reductions from our workforce reduction plan announced in August 2013 (see Note 5 to the Consolidated Financial Statements) and from attrition. The headcount reduction for the first nine months of fiscal 2014 was partially offset by the increase in headcount from targeted hiring in engineering and services and from our recent acquisitions.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Share-Based Compensation Expense

The following table presents share-based compensation expense (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014			April 27, 2013
Cost of sales—product	$	12	$	10	$	34		$	31
Cost of sales—service	39		34		112			105
Share-based compensation expense in cost of sales	51		44		146			136
Research and development	106		72		306			228
Sales and marketing	144		118		408			383
General and administrative	52		38		153			136
Restructuring and other charges	—		—		(4		)	(3		)
Share-based compensation expense in operating expenses	302		228		863			744
Total share-based compensation expense	$	353	$	272	$	1,009		$	880

The year-over-year increase in share-based compensation expense for the third quarter and first nine months of fiscal 2014, as compared with the corresponding periods in fiscal 2013, was due primarily to share-based compensation expense attributable to equity awards assumed with respect to our recent acquisitions and higher forfeiture credits in the corresponding fiscal 2013 periods.

Amortization of Purchased Intangible Assets

The following table presents the amortization of purchased intangible assets included in operating expenses (in millions):



	Three Months Ended				Nine Months Ended
	April 26, 2014		April 27, 2013		April 26, 2014		April 27, 2013
Amortization of purchased intangible assets included in operating expenses	$	71	$	89	$	207	$	329

The decrease in amortization of purchased intangible assets for the third quarter and first nine months of fiscal 2014, as compared with the corresponding periods in fiscal 2013, was due primarily to certain purchased intangible assets that became fully amortized, partially offset by amortization of purchased intangible assets from our recent acquisitions. For additional information regarding purchased intangible assets, see Note 4 to the Consolidated Financial Statements.

The fair value of acquired technology and patents, as well as acquired technology under development, is determined at acquisition date primarily using the income approach, which discounts expected future cash flows to present value. The discount rates used in the present value calculations are typically derived from a weighted-average cost of capital analysis and then adjusted to reflect risks inherent in the development lifecycle as appropriate. We consider the pricing model for products related to these acquisitions to be standard within the high-technology communications industry, and the applicable discount rates represent the rates that market participants would use for valuation of such intangible assets.

Restructuring and Other Charges

In the third quarter and first nine months of fiscal 2014, we incurred within operating expenses restructuring and other charges of approximately $26 million and $336 million, respectively, which were related primarily to employee severance charges for employees impacted by our workforce reduction plan that we announced in August 2013. We expect substantially all of the remaining charges will be incurred in the fourth quarter of fiscal 2014. This workforce reduction plan is designed to enable us to rebalance our workforce in order to reinvest in key growth areas such as the cloud, data center, mobility, services, software and security and to drive operational efficiencies. As we intend to reinvest in these areas, we do not expect significant overall cost savings as a result of this rebalancing of our resources.

In the third quarter and first nine months of fiscal 2013, we incurred within operating expenses restructuring and other charges of $33 million and $105 million, respectively, which were related primarily to employee severance charges for employees impacted by our workforce reduction under Fiscal 2011 Plans. See Note 5 to the Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Income

The following table presents our operating income and our operating income as a percentage of revenue (in millions, except percentages):



	Three Months Ended						Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
Operating income	$	2,542		$	2,942		$	6,664		$	8,382
Operating income as a percentage of revenue	22.0		%	24.1		%	19.2		%	23.2		%

For the third quarter of fiscal 2014, as compared with the third quarter of fiscal 2013, operating income decreased by 14%, and as a percentage of revenue operating income decreased by 2.1 percentage points. The decrease was primarily due to the decrease in revenue and the gross margin percentage decline.

For the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013, operating income decreased by 20%, and as a percentage of revenue operating income decreased by 4.0 percentage points. The decrease resulted from the following: a decrease in revenue; a gross margin percentage decline, driven in part by the $655 million supplier component remediation charge (or 1.9 percentage points); the $363 million compensation expense recorded in the first nine months of fiscal 2014 in connection with our acquisition of the remaining interest in Insieme; and an increase in restructuring and other charges related to the workforce reduction plan that we announced in August 2013.

Interest and Other Income (Loss), Net

Interest Income (Expense), Net The following table summarizes interest income and interest expense (in millions):



	Three Months Ended									Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars			April 26, 2014			April 27, 2013			Variance in Dollars
Interest income	$	170		$	162		$	8		$	508		$	483		$	25
Interest expense	(146		)	(145		)	(1		)	(422		)	(440		)	18
Interest income (expense), net	$	24		$	17		$	7		$	86		$	43		$	43

For each of the third quarter and first nine months of fiscal 2014, interest income increased 5%, compared with the corresponding periods in fiscal 2013, due to increased interest income earned from our portfolio of cash, cash equivalents and fixed income investments. The decrease in interest expense in the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013, was driven by the favorable impact of interest rate swaps and lower expense on our floating-rate notes as the benchmark London InterBank Offered Rates (LIBOR) decreased.

Other Income (Loss), Net The components of other income (loss), net, are summarized as follows (in millions):



	Three Months Ended								Nine Months Ended
	April 26, 2014			April 27, 2013			Variance in Dollars		April 26, 2014			April 27, 2013			Variance in Dollars
Gains (losses) on investments, net:
Publicly traded equity securities	$	55		$	(2	)	$	57	$	199		$	12		$	187
Fixed income securities	14			8			6		35			34			1
Total available-for-sale investments	69			6			63		234			46			188
Privately held companies	(10		)	(15		)	5		(76		)	(69		)	(7		)
Net gains (losses) on investments	59			(9		)	68		158			(23		)	181
Other gains (losses), net	17			(5		)	22		29			(46		)	75
Other income (loss), net	$	76		$	(14	)	$	90	$	187		$	(69	)	$	256

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The increase in total net gains on available-for-sale investments in the third quarter and first nine months of fiscal 2014 compared with the corresponding periods in fiscal 2013 was primarily attributable to higher gains on publicly traded equity securities in the current period as a result of market conditions and the timing of sales of these securities.

The change in net losses on investments in privately held companies in the third quarter of fiscal 2014 compared with the third quarter of fiscal 2013 was due to impairment charges on certain investments in privately held companies that were recorded in the corresponding prior year period. The change in net losses on investments in privately held companies for the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013, was primarily due to an increase of $28 million in our proportional share of losses from our VCE joint venture, partially offset by lower impairment charges on investments in privately held companies.

The change in other gains (losses), net in the third quarter and first nine months of fiscal 2014 as compared with the corresponding prior year periods was primarily due to higher gains on equity derivative instruments and lower donation expenses.

Provision for Income Taxes

Our provision for income taxes is subject to volatility and could be adversely impacted by earnings being lower than anticipated in countries that have lower tax rates, higher than anticipated in countries that have higher tax rates, and expiration of or lapses in tax incentives. Our provision for income taxes does not include provisions for U.S. income taxes and foreign withholding taxes associated with the repatriation of undistributed earnings of certain foreign subsidiaries that we intend to reinvest indefinitely in our foreign subsidiaries. If these earnings were distributed from the foreign subsidiaries to the United States in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes.

The provision for income taxes resulted in an effective tax rate of 17.4% for the third quarter of fiscal 2014, as compared with an effective tax rate of 15.9% for the third quarter of fiscal 2013, which resulted in a net 1.5 percentage point increase in the effective tax rate for the third quarter of fiscal 2014, as compared with the third quarter of fiscal 2013. The increase was primarily attributable to a decrease in tax benefits related to the domestic manufacturing deduction, partially offset by an increase in the U.S. federal R&D tax credit.

The provision for income taxes resulted in an effective tax rate of 19.2% for the first nine months of fiscal 2014, as compared with an effective tax rate of 7.7% for the first nine months of fiscal 2013, which resulted in a net 11.5 percentage point increase in the effective tax rate for the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013. The increase in the effective tax rate for the first nine months of fiscal 2014, as compared with the first nine months of fiscal 2013, was largely due to a fiscal 2013 net tax benefit related to our settlement with the IRS and a fiscal 2014 tax charge related to nondeductible compensation.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

LIQUIDITY AND CAPITAL RESOURCES

The following sections discuss the effects of changes in our balance sheet, our capital allocation strategy including stock repurchase program and dividends, our contractual obligations, and certain other commitments and activities on our liquidity and capital resources.

Balance Sheet and Cash Flows

Cash and Cash Equivalents and Investments The following table summarizes our cash and cash equivalents and investments (in millions):



	April 26, 2014		July 27, 2013		Increase (Decrease)
Cash and cash equivalents	$	6,241	$	7,925	$	(1,684	)
Fixed income securities	42,269		39,888		2,381
Publicly traded equity securities	1,959		2,797		(838		)
Total	$	50,469	$	50,610	$	(141	)

The decrease in cash and cash equivalents and investments in the first nine months of fiscal 2014 was primarily the result of repurchases of common stock of $8.0 billion under the stock repurchase program. Other significant uses of cash in the first nine months of fiscal 2014 included cash dividends paid of $2.8 billion, cash paid for acquisitions of $2.8 billion and capital expenditures of $1.0 billion. Largely offsetting these cash outflows were cash provided by operating activities of $8.7 billion, a net increase in debt of $4.7 billion and the issuance of $1.1 billion of common stock pursuant to employee stock incentive plans.

Our total in cash and cash equivalents and investments held by various foreign subsidiaries was $45.9 billion and $40.4 billion as of April 26, 2014 and July 27, 2013, respectively. Under current tax laws and regulations, if these assets were to be distributed from the foreign subsidiaries to the United States in the form of dividends or otherwise, we would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. The balance of cash and cash equivalents and investments available in the United States as of April 26, 2014 and July 27, 2013 was $4.6 billion and $10.2 billion, respectively.

We maintain an investment portfolio of various holdings, types, and maturities. We classify our investments as short-term investments based on their nature and their availability for use in current operations. We believe the overall credit quality of our portfolio is strong, with our cash equivalents and our fixed income investment portfolio consisting primarily of high-quality investment-grade securities. We believe that our strong cash and cash equivalents and investments position allows us to use our cash resources for strategic investments to gain access to new technologies, for acquisitions, for customer financing activities, for working capital needs, and for the repurchase of shares of common stock and payment of dividends as discussed below.

Free Cash Flow and Capital Allocation In August 2012, as part of our capital allocation strategy, we announced our intent to return a minimum of 50% of our free cash flow annually to our shareholders through cash dividends and repurchases of common stock.

We define free cash flow as net cash provided by operating activities less cash used to acquire property and equipment. The following table reconciles our net cash provided by operating activities to free cash flow (in millions):



	Nine Months Ended
	April 26, 2014			April 27, 2013
Net cash provided by operating activities	$	8,720		$	8,908
Acquisition of property and equipment	(950		)	(843		)
Free cash flow	$	7,770		$	8,065

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, the rate at which products are shipped during the quarter (which we refer to as shipment linearity), the timing and collection of accounts receivable and financing receivables, inventory and supply chain management, deferred revenue, excess tax benefits resulting from share-based compensation, and the timing and amount of tax and other payments. For additional discussion, see “Part II, Item 1A. Risk Factors” in this report.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

We consider free cash flow to be a liquidity measure that provides useful information to management and investors because of our intent to return a stated percentage of free cash flow to shareholders in the form of dividends and stock repurchases. We further regard free cash flow as a useful measure because it reflects cash that can be used to, among other things, invest in our business, make strategic acquisitions, repurchase common stock, and pay dividends on our common stock, after deducting capital investments. A limitation of the utility of free cash flow as a measure of financial performance and liquidity is that the free cash flow does not represent the total increase or decrease in our cash balance for the period. In addition, we have other required uses of cash, including repaying the principal of our outstanding indebtedness. Free cash flow is not a measure calculated in accordance with U.S. generally accepted accounting principles and should not be regarded in isolation or as an alternative for net income provided by operating activities or any other measure calculated in accordance with such principles, and other companies may calculate free cash flow in a different manner than we do.

The following table summarizes the dividends paid and stock repurchases (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 2014
April 26, 2014	$	0.19	$	974	90	$	22.24	$	2,005	$	2,979
January 25, 2014	$	0.17	$	896	185	$	21.73	$	4,020	$	4,916
October 26, 2013	$	0.17	$	914	84	$	23.65	$	2,000	$	2,914

Fiscal 2013
July 27, 2013	$	0.17	$	918	47	$	24.80	$	1,160	$	2,078
April 27, 2013	$	0.17	$	905	41	$	20.85	$	860	$	1,765
January 26, 2013	$	0.14	$	743	25	$	20.15	$	500	$	1,243
October 27, 2012	$	0.14	$	744	15	$	16.44	$	253	$	997

Any future dividends will be subject to the approval of our Board of Directors.

Accounts Receivable, Net The following table summarizes our accounts receivable, net (in millions), and DSO:



	April 26, 2014		July 27, 2013		Increase (Decrease)
Accounts receivable, net	$	4,443	$	5,470	$	(1,027	)
DSO	35		40		(5		)

Our accounts receivable net, as of April 26, 2014 decreased by approximately 19% compared with the end of fiscal 2013. Our DSO as of April 26, 2014 was five days lower compared with the end of fiscal 2013. DSO decreased due to product and service billings being more linear in the third quarter of fiscal 2014 compared with the fourth quarter of fiscal 2013.

Inventory Supply Chain The following table summarizes our inventories and purchase commitments with contract manufacturers and suppliers (in millions, except annualized inventory turns):



	April 26, 2014		July 27, 2013		Increase (Decrease)
Inventories	$	1,528	$	1,476	$	52
Annualized inventory turns	11.8		13.8		(2.0		)
Purchase commitments with contract manufacturers and suppliers	$	4,038	$	4,033	$	5

Inventory as of April 26, 2014 increased by 4% from our inventory balance at the end of fiscal 2013, and for the same period purchase commitments with contract manufacturers and suppliers were flat. On a combined basis, inventories and purchase commitments with contract manufacturers and suppliers increased by 1% compared with the end of fiscal 2013. We believe our inventory and purchase commitments are in line with our current demand forecasts.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Our finished goods consist of distributor inventory and deferred cost of sales and manufactured finished goods. Distributor inventory and deferred cost of sales are related to unrecognized revenue on shipments to distributors and retail partners as well as shipments to customers. Manufactured finished goods consist primarily of build-to-order and build-to-stock products.

We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements and our commitment to securing manufacturing capacity. A significant portion of our reported purchase commitments arising from these agreements are firm, noncancelable, and unconditional commitments. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Our purchase commitments are for short-term product manufacturing requirements as well as for commitments to suppliers to secure manufacturing capacity.

We record a liability, included in other current liabilities, for firm, noncancelable, and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. The purchase commitments for inventory are expected to be primarily fulfilled within one year.

Inventory and supply chain management remain areas of focus as we balance the need to maintain supply chain flexibility to help ensure competitive lead times with the risk of inventory obsolescence because of rapidly changing technology and customer requirements. We believe the amount of our inventory and purchase commitments is appropriate for our revenue levels.

Financing Receivables and Guarantees We measure our net balance sheet exposure position related to our financing receivables and financing guarantees by reducing the total of gross financing receivables and financing guarantees by the associated allowances for credit loss and deferred revenue. As of April 26, 2014, our net balance sheet exposure position related to financing receivables and financing guarantees was as follows (in millions):



	FINANCING RECEIVABLES												FINANCING GUARANTEES
April 26, 2014	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total			Channel Partner			End-User Customers			Total			TOTAL
Gross amount less unearned income	$	3,537		$	1,621		$	2,810		$	7,968		$	247		$	229		$	476		$	8,444
Allowance for credit loss	(249		)	(92		)	(19		)	(360		)	—			—			—			(360		)
Deferred revenue	(26		)	(11		)	(1,592		)	(1,629		)	(132		)	(198		)	(330		)	(1,959		)
Net balance sheet exposure	$	3,262		$	1,518		$	1,199		$	5,979		$	115		$	31		$	146		$	6,125

Financing Receivables Gross financing receivables less unearned income decreased by 4% compared with the end of fiscal 2013. The change was due to a 10% decrease in financed service contracts and other, as well as a 2% decrease in loan receivables, partially offset by a 1% increase in lease receivables. We provide financing to certain end-user customers and channel partners to enable sales of our products, services, and networking solutions. These financing arrangements include leases, financed service contracts, and loans. Arrangements related to leases are generally collateralized by a security interest in the underlying assets. Lease receivables include sales-type and direct-financing leases. We also provide certain qualified customers financing for long-term service contracts, which primarily relate to technical support services and advanced services. Our loan financing arrangements may include not only financing the acquisition of our products and services but also providing additional funds for other costs associated with network installation and integration of our products and services. We expect to continue to expand the use of our financing programs in the near term.

Financing Guarantees In the normal course of business, third parties may provide financing arrangements to our customers and channel partners under financing programs. The financing arrangements to customers provided by third parties are related to leases and loans and typically have terms of up to three years. In some cases, we provide guarantees to third parties for these lease and loan arrangements. The financing arrangements to channel partners consist of revolving short-term financing provided by third parties, generally with payment terms ranging from 60 to 90 days. In certain instances, these financing arrangements result in a transfer of our receivables to the third party. The receivables are derecognized upon transfer, as these transfers qualify as true sales, and we receive payments for the receivables from the third party based on our standard payment terms. These

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

financing arrangements facilitate the working capital requirements of the channel partners, and in some cases, we guarantee a portion of these arrangements. We could be called upon to make payments under these guarantees in the event of nonpayment by the channel partners or end-user customers. Historically, our payments under these arrangements have been immaterial. Where we provide a guarantee, we defer the revenue associated with the channel partner and end-user financing arrangement in accordance with revenue recognition policies, or we record a liability for the fair value of the guarantees. In either case, the deferred revenue is recognized as revenue when the guarantee is removed.

Deferred Revenue Related to Financing Receivables and Guarantees The majority of the deferred revenue in the preceding table is related to financed service contracts. The majority of the revenue related to financed service contracts, which primarily relates to technical support services, is deferred as the revenue related to financed service contracts is recognized ratably over the period during which the related services are to be performed. A portion of the revenue related to lease and loan receivables is also deferred and included in deferred product revenue based on revenue recognition criteria not currently having been met.

Borrowings

Senior Notes The following table summarizes the principal amount of our senior notes (in millions):



	Maturity Date		April 26, 2014		July 27, 2013
Senior notes:
Floating-rate notes:
Three-month LIBOR plus 0.25%	March 14, 2014		$	—	$	1,250
Three-month LIBOR plus 0.05%	September 3, 2015	(1)	850		—
Three-month LIBOR plus 0.28%	March 3, 2017	(1)	1,000		—
Three-month LIBOR plus 0.50%	March 1, 2019	(1)	500		—
Fixed-rate notes:
1.625%	March 14, 2014		—		2,000
2.90%	November 17, 2014		500		500
5.50%	February 22, 2016		3,000		3,000
1.10%	March 3, 2017	(1)	2,400		—
3.15%	March 14, 2017		750		750
4.95%	February 15, 2019		2,000		2,000
2.125%	March 1, 2019	(1)	1,750		—
4.45%	January 15, 2020		2,500		2,500
2.90%	March 4, 2021	(1)	500		—
3.625%	March 3, 2024	(1)	1,000		—
5.90%	February 15, 2039		2,000		2,000
5.50%	January 15, 2040		2,000		2,000
Total			$	20,750	$	16,000

⁽¹⁾In March 2014, we issued senior notes for an aggregate principal amount of $8.0 billion.

We also repaid senior floating-rate and fixed-rate notes upon their maturity in the third quarter of fiscal 2014 for an aggregate principal amount of $3.3 billion.

Interest is payable semiannually on each class of the senior fixed-rate notes, each of which is redeemable by us at any time, subject to a make-whole premium. Interest is payable quarterly on the floating-rate notes. We were in compliance with all debt covenants as of April 26, 2014.

Other Debt Other debt as of April 26, 2014 and July 27, 2013 includes secured borrowings associated with customer financing arrangements. As of July 27, 2013 we also had outstanding notes related to our investment in Insieme. The amount of borrowings outstanding under these arrangements was $13 million and $31 million as of April 26, 2014 and July 27, 2013, respectively.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Commercial Paper In fiscal 2011 we established a short-term debt financing program of up to $3.0 billion through the issuance of commercial paper notes. We use the proceeds from the issuance of commercial paper notes for general corporate purposes. In the third quarter of fiscal 2014, we repaid $1.0 billion of indebtedness under commercial paper and had no commercial paper outstanding as of each of April 26, 2014 and July 27, 2013.

Credit Facility On February 17, 2012, we entered into a credit agreement with certain institutional lenders that provides for a $3.0 billion unsecured revolving credit facility that is scheduled to expire on February 17, 2017. Any advances under the credit agreement will accrue interest at rates that are equal to, based on certain conditions, either (i) the higher of the Federal Funds rate plus 0.50%, Bank of America’s “prime rate” as announced from time to time, or one-month LIBOR plus 1.00%, or (ii) LIBOR plus a margin that is based on our senior debt credit ratings as published by Standard & Poor’s Financial Services, LLC and Moody’s Investors Service, Inc. The credit agreement requires that we comply with certain covenants, including that we maintain an interest coverage ratio as defined in the agreement. As of April 26, 2014, we were in compliance with the required interest coverage ratio and the other covenants, and we had not borrowed any funds under the credit facility.

We may also, upon the agreement of either the existing lenders or additional lenders not currently parties to the agreement, increase the commitments under the credit facility by up to an additional $2.0 billion and/or extend the expiration date of the credit facility by up to two additional years, or up to February 17, 2019.

Deferred Revenue The following table presents the breakdown of deferred revenue (in millions):



	April 26, 2014		July 27, 2013		Increase (Decrease)
Service	$	8,746	$	9,403	$	(657	)
Product	4,405		4,020		385
Total	$	13,151	$	13,423	$	(272	)
Reported as:
Current	$	9,198	$	9,262	$	(64	)
Noncurrent	3,953		4,161		(208		)
Total	$	13,151	$	13,423	$	(272	)

The 7% decrease in deferred service revenue in the first nine months of fiscal 2014 was driven by an increase in customers paying technical support service contracts over time and the impact of ongoing amortization of deferred service revenue. The increase in deferred product revenue was primarily due to increased deferrals related to subscription revenue arrangements and increased deferred revenue from acquisitions.

Contractual Obligations

Operating Leases

We lease office space in many U.S. locations. Outside the United States, larger leased sites include sites in Belgium, China, France, Germany, India, Israel, Italy, Japan, Norway, and the United Kingdom. We also lease equipment and vehicles. The future minimum lease payments under all of our noncancelable operating leases with an initial term in excess of one year as of April 26, 2014 were $1.2 billion.

Other Commitments

In connection with our business combinations and asset purchases, we have agreed to pay certain additional amounts contingent upon the achievement of certain agreed-upon technology, development, product, or other milestones or the continued employment with us of certain employees of the acquired entities. See Note 12 to the Consolidated Financial Statements.

Insieme In the third quarter of fiscal 2012, we made an investment in Insieme, an early stage company focused on research and development in the data center market. As set forth in the agreement between Cisco and Insieme, this investment included $100 million of funding and a license to certain of our technology. Immediately prior to the call option exercise and acquisition described below, we owned approximately 83% of Insieme as a result of these investments and have consolidated the results of Insieme in our Consolidated Financial Statements. In connection with this investment, we entered into a put/call option agreement that provided us with the right to purchase the remaining interests in Insieme. In addition, the noncontrolling interest holders could require us to purchase their shares upon the occurrence of certain events.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

During the first quarter of fiscal 2014, we exercised our call option and entered into an agreement to purchase the remaining interests in Insieme. The acquisition closed in the second quarter of fiscal 2014, at which time the former noncontrolling interest holders became eligible to receive up to two milestone payments, which will be determined using agreed-upon formulas based primarily on revenue for certain of Insieme’s products. During the nine months ended April 26, 2014, we recorded compensation expense of $363 million, related to the fair value of the vested portion of amounts that are expected to be earned by the former noncontrolling interest holders. Continued vesting and changes to the fair value of the amounts probable of being earned will result in adjustments to the recorded compensation expense in future periods. Based on the terms of the agreement, we have determined that the maximum amount that could be recorded as compensation expense by us is approximately $856 million, net of forfeitures and including the $363 million that has been expensed through April 26, 2014. The milestone payments, if earned, are expected to be paid primarily during fiscal 2016 and fiscal 2017.

We also have certain funding commitments primarily related to our investments in privately held companies and venture funds, some of which are based on the achievement of certain agreed-upon milestones, and some of which are required to be funded on demand. The funding commitments were $276 million as of April 26, 2014, compared with $263 million as of July 27, 2013.

Off-Balance Sheet Arrangements

We consider our investments in unconsolidated variable interest entities to be off-balance sheet arrangements. In the ordinary course of business, we have investments in privately held companies and provide financing to certain customers. These privately held companies and customers may be considered to be variable interest entities. We evaluate on an ongoing basis our investments in these privately held companies and customer financings, and we have determined that as of April 26, 2014 there were no material unconsolidated variable interest entities.

VCE is a joint venture that we formed in fiscal 2010 with EMC Corporation (“EMC”), with investments from VMware, Inc. (“VMware”) and Intel Corporation. VCE helps organizations leverage best-in-class technologies and disciplines from Cisco, EMC, and VMware to enable the transformation to cloud computing. As of April 26, 2014, our cumulative gross investment in VCE was approximately $679 million, inclusive of accrued interest, and our ownership percentage was approximately 35%. During the nine months ended April 26, 2014, we invested $147 million in VCE. We account for our investment in VCE under the equity method, and our portion of VCE’s net loss is recognized in other income (loss), net. As of April 26, 2014, we have recorded cumulative losses from VCE of $584 million since inception. Our carrying value in VCE as of April 26, 2014 was $95 million. Over the next 12 months, as VCE scales its operations, we expect that we will make additional investments in VCE and may incur additional losses proportionate with our share ownership.

On an ongoing basis, we reassess our investments in privately held companies and customer financings to determine if they are variable interest entities and if we would be regarded as the primary beneficiary pursuant to the applicable accounting guidance. As a result of this ongoing assessment, we may be required to make additional disclosures or consolidate these entities. Because we may not control these entities, we may not have the ability to influence these events.

We provide financing guarantees, which are generally for various third-party financing arrangements extended to our channel partners and end-user customers. We could be called upon to make payments under these guarantees in the event of nonpayment by the channel partners or end-user customers. See the previous discussion of these financing guarantees under “Financing Receivables and Guarantees.”

Securities Lending

We periodically engage in securities lending activities with certain of our available-for-sale investments. These transactions are accounted for as a secured lending of the securities, and the securities are typically loaned only on an overnight basis. The average daily balance of securities lending for the nine months ended April 26, 2014 and April 27, 2013 was $1.4 billion and $0.7 billion, respectively. We require collateral equal to at least 102% of the fair market value of the loaned security and that the collateral be in the form of cash or liquid, high-quality assets. We engage in these secured lending transactions only with highly creditworthy counterparties, and the associated portfolio custodian has agreed to indemnify us against collateral losses. As of April 26, 2014 and July 27, 2013, we had no outstanding securities lending transactions. We believe these arrangements do not present a material risk or impact to our liquidity requirements.

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CISCO SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resource Requirements

Based on past performance and current expectations, we believe our cash and cash equivalents, investments, cash generated from operations, and ability to access capital markets and committed credit lines will satisfy, through at least the next 12 months, our liquidity requirements, both in total and domestically, including the following: working capital needs, capital expenditures, investment requirements, pending acquisitions, stock repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on debt, future customer financings, and other liquidity requirements associated with our operations. There are no other transactions, arrangements, or relationships with unconsolidated entities or other persons that are reasonably likely to materially affect the liquidity and the availability of, as well as our requirements for, capital resources.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Our financial position is exposed to a variety of risks, including interest rate risk, equity price risk, and foreign currency exchange risk.

Interest Rate Risk

Fixed Income Securities We maintain an investment portfolio of various holdings, types, and maturities. Our primary objective for holding fixed income securities is to achieve an appropriate investment return consistent with preserving principal and managing risk. At any time, a sharp rise in market interest rates could have a material adverse impact on the fair value of our fixed income investment portfolio. Conversely, declines in interest rates, including the impact from lower credit spreads, could have a material adverse impact on interest income for our investment portfolio. We may utilize derivative instruments designated as hedging instruments to achieve our investment objectives. We had no outstanding hedging instruments for our fixed income securities as of April 26, 2014. Our fixed income investments are held for purposes other than trading. Our fixed income investments were not leveraged as of April 26, 2014. We monitor our interest rate and credit risks, including our credit exposures to specific rating categories and to individual issuers. As of April 26, 2014, approximately 78% of our fixed income securities balance consisted of U.S. government and U.S. government agency securities. We believe the overall credit quality of our portfolio is strong.

Financing Receivables As of April 26, 2014, our financing receivables had a carrying value of $7.6 billion, compared with $7.9 billion as of July 27, 2013. As of April 26, 2014, a hypothetical 50 basis points (“BPS”) increase or decrease in market interest rates would change the fair value of our financing receivables by a decrease or increase of approximately $0.1 billion, respectively.

Debt As of April 26, 2014, we had $20.8 billion in principal amount of senior notes outstanding, which consisted of $2.4 billion floating-rate notes and $18.4 billion fixed-rate notes. The carrying amount of the senior notes was $20.9 billion, and the related fair value based on market prices was $22.4 billion. As of April 26, 2014, a hypothetical 50 BPS increase or decrease in market interest rates would change the fair value of the fixed-rate debt, excluding the $10.4 billion of hedged debt, by a decrease or increase of approximately $0.4 billion, respectively. However, this hypothetical change in interest rates would not impact the interest expense on the fixed-rate debt that is not hedged.

Equity Price Risk

The fair value of our equity investments in publicly traded companies is subject to market price volatility. We may hold equity securities for strategic purposes or to diversify our overall investment portfolio. Our equity portfolio consists of securities with characteristics that most closely match the Standard & Poor’s 500 Index or NASDAQ Composite Index. These equity securities are held for purposes other than trading. To manage our exposure to changes in the fair value of certain equity securities, we may enter into equity derivatives designated as hedging instruments.

Publicly Traded Equity Securities The following tables present the hypothetical fair values of publicly traded equity securities as a result of selected potential decreases and increases in the price of each equity security in the portfolio, excluding hedged equity securities, if any. Potential fluctuations in the price of each equity security in the portfolio of plus or minus 10%, 20%, and 30% were selected based on potential near-term changes in those security prices. The hypothetical fair values as of April 26, 2014 and July 27, 2013 are as follows (in millions):



	VALUATION OF SECURITIES GIVEN AN X% DECREASE IN EACH STOCK’S PRICE						FAIR VALUE AS OF APRIL 26, 2014		VALUATION OF SECURITIES GIVEN AN X% INCREASE IN EACH STOCK’S PRICE
	(30)%		(20)%		(10)%		FAIR VALUE AS OF APRIL 26, 2014		10%		20%		30%
Publicly traded equity securities	$	1,161	$	1,327	$	1,493	$	1,659	$	1,825	$	1,991	$	2,157



	VALUATION OF SECURITIES GIVEN AN X% DECREASE IN EACH STOCK’S PRICE						FAIR VALUE AS OF JULY 27, 2013		VALUATION OF SECURITIES GIVEN AN X% INCREASE IN EACH STOCK’S PRICE
	(30)%		(20)%		(10)%		FAIR VALUE AS OF JULY 27, 2013		10%		20%		30%
Publicly traded equity securities	$	1,000	$	1,143	$	1,286	$	1,429	$	1,572	$	1,715	$	1,858

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Investments in Privately Held Companies We have also invested in privately held companies. These investments are recorded in other assets in our Consolidated Balance Sheets and are accounted for using primarily either the cost or the equity method. As of April 26, 2014, the total carrying amount of our investments in privately held companies was $923 million, compared with $833 million at July 27, 2013. Some of the privately held companies in which we invested are in the startup or development stages. These investments are inherently risky because the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. We could lose our entire investment in these companies. Our evaluation of investments in privately held companies is based on the fundamentals of the businesses invested in, including, among other factors, the nature of their technologies and potential for financial return.

Foreign Currency Exchange Risk

Our foreign exchange forward and option contracts outstanding as of April 26, 2014 and July 27, 2013 are summarized in U.S. dollar equivalents as follows (in millions):



	April 26, 2014					July 27, 2013
	Notional Amount		Fair Value			Notional Amount		Fair Value
Forward contracts:
Purchased	$	2,399	$	10		$	3,472	$	7
Sold	$	903	$	(6	)	$	1,401	$	(5	)
Option contracts:
Purchased	$	166	$	11		$	716	$	23
Sold	$	156	$	—		$	696	$	(4	)

We conduct business globally in numerous currencies. The direct effect of foreign currency fluctuations on revenue has not been material because our sales are primarily denominated in U.S. dollars. However, if the U.S. dollar strengthens relative to other currencies, such strengthening could have an indirect effect on our revenue to the extent it raises the cost of our products to non-U.S. customers and thereby reduces demand. A weaker U.S. dollar could have the opposite effect. However, the precise indirect effect of currency fluctuations is difficult to measure or predict because our sales are influenced by many factors in addition to the impact of such currency fluctuations.

Approximately 65% of our operating expenses are U.S.-dollar denominated. In the first nine months of fiscal 2014, foreign currency fluctuations, net of hedging, decreased our combined R&D, sales and marketing, and G&A expenses by $132 million, or approximately 1.0%, compared with the first nine months of fiscal 2013. To reduce variability in operating expenses and service cost of sales caused by non-U.S.-dollar denominated operating expenses and costs, we hedge certain forecasted foreign currency transactions with currency options and forward contracts. These hedging programs are not designed to provide foreign currency protection over long time horizons. In designing a specific hedging approach, we consider several factors, including offsetting exposures, significance of exposures, costs associated with entering into a particular hedge instrument, and potential effectiveness of the hedge. The gains and losses on foreign exchange contracts mitigate the effect of currency movements on our operating expenses and service cost of sales.

We also enter into foreign exchange forward and option contracts to reduce the short-term effects of foreign currency fluctuations on receivables and payables that are denominated in currencies other than the functional currencies of the entities. The market risks associated with these foreign currency receivables, investments, and payables relate primarily to variances from our forecasted foreign currency transactions and balances. Our forward and option contracts generally have the following maturities:



	Maturities
Forward and option contracts—forecasted transactions related to operating expenses and service cost of sales	Up to 18 months
Forward contracts—current assets and liabilities	Up to 3 months
Forward contracts—net investments in foreign subsidiaries	Up to 6 months
Forward contracts—long-term customer financings	Up to 2 years

We do not enter into foreign exchange forward or option contracts for trading purposes.

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Item 4.	Controls and Procedures

Evaluation of disclosure controls and procedures. Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our third quarter of fiscal 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION



Item 1.	Legal Proceedings

Brazil Brazilian authorities have investigated our Brazilian subsidiary and certain of its current and former employees, as well as a Brazilian importer of our products, and its affiliates and employees, relating to alleged evasion of import taxes and alleged improper transactions involving the subsidiary and the importer. Brazilian tax authorities have assessed claims against our Brazilian subsidiary based on a theory of joint liability with the Brazilian importer for import taxes, interest, and penalties. In addition to claims asserted by the Brazilian federal tax authorities in prior fiscal years, tax authorities from the Brazilian state of Sao Paulo have asserted similar claims on the same legal basis in prior fiscal years. In the first quarter of fiscal 2013, the Brazilian federal tax authorities asserted an additional claim against our Brazilian subsidiary based on a theory of joint liability with respect to an alleged underpayment of income taxes, social taxes, interest, and penalties by a Brazilian distributor.

The asserted claims by Brazilian federal tax authorities are for calendar years 2003 through 2008, and the asserted claims by the tax authorities from the state of Sao Paulo are for calendar years 2005 through 2007. The total asserted claims by Brazilian state and federal tax authorities aggregate to approximately $389 million for the alleged evasion of import and other taxes, approximately $1.3 billion for interest, and approximately $1.7 billion for various penalties, all determined using an exchange rate as of April 26, 2014. We have completed a thorough review of the matters and believe the asserted claims against our Brazilian subsidiary are without merit, and we are defending the claims vigorously. While we believe there is no legal basis for the alleged liability, due to the complexities and uncertainty surrounding the judicial process in Brazil and the nature of the claims asserting joint liability with the importer, we are unable to determine the likelihood of an unfavorable outcome against our Brazilian subsidiary and are unable to reasonably estimate a range of loss, if any. We do not expect a final judicial determination for several years.

Russia and the Commonwealth of Independent States At the request of the U.S. Securities and Exchange Commission and the U.S. Department of Justice, we are conducting an investigation into allegations which we and those agencies received regarding possible violations of the U.S. Foreign Corrupt Practices Act involving business activities of Cisco's operations in Russia and certain of the Commonwealth of Independent States, and by certain resellers of our products in those countries. We take any such allegations very seriously and are fully cooperating with and sharing the results of our investigation with the Commission and the Department. While the outcome of our investigation is currently not determinable, we do not expect that it will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. The countries that are the subject of the investigation collectively comprise less than two percent of our revenues.

VirnetX We were subject to patent claims asserted by VirnetX, Inc. on August 11, 2010 in the United States District Court for the Eastern District of Texas. VirnetX alleged that some of our products that implement a method for secure communication using virtual private networks infringe certain patents. VirnetX sought monetary damages. The trial on these claims began on March 4, 2013. On March 14, 2013, the jury entered a verdict finding that our accused products do not infringe any of VirnetX’s patents asserted in the lawsuit. On April 3, 2013, VirnetX filed a motion seeking a new trial on the issue of infringement, which we opposed. The Court held a hearing on VirnetX’s motion for a new trial in June 2013. On March 31, 2014 the court denied VirnetX’s new trial motion. VirnetX has not appealed that decision, which is therefore final.

XpertUniverse We were subject to numerous patent, tort, and contract claims asserted by XpertUniverse on March 10, 2009 in the United States District Court for the District of Delaware. Shortly before trial, the Court dismissed on summary judgment all claims initially asserted by XpertUniverse except a claim for infringement of two XpertUniverse patents and a claim for fraud by concealment. XpertUniverse’s remaining patent claims alleged that three Cisco products in the field of expertise location software infringed two XpertUniverse patents. XpertUniverse’s fraud by concealment claim alleged that we did not disclose our decision not to admit XpertUniverse into a partner program. The trial on these remaining claims began on March 11, 2013. On March 22, 2013, the jury entered a verdict finding that two of our products infringed two of XpertUniverse’s patents and awarded XpertUniverse damages of less than $35 thousand. The jury also found for XpertUniverse on its fraud by concealment claim and awarded damages of $70 million. In May and June, 2013, we filed post-trial motions. On November 20, 2013 the trial court granted our motion for judgment as a matter of law, overturned the jury’s finding on the fraud by concealment claim, and vacated the $70 million verdict. Separately, the trial court agreed with the jury that we infringed XpertUniverse’s patents, and affirmed the verdict awarding XpertUniverse approximately $35 thousand in damages plus accrued interest. On February 4, 2014, XpertUniverse filed a notice of appeal from the trial court’s decision.

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Rockstar We and some of our service provider customers are subject to patent claims asserted in December 2013 in the Eastern District of Texas and the District of Delaware by subsidiaries of the Rockstar Consortium ("Rockstar"). Rockstar, whose members include Apple, Microsoft, LM Ericsson, Sony, and Blackberry, purchased a portfolio of patents out of the Nortel Networks’ bankruptcy proceedings (the “Nortel Portfolio”). Rockstar’s subsidiaries allege that some of our NGN Routing, Switching and Collaboration products, as well as video solutions deployed by our service provider customers, infringe some of the patents in the Nortel Portfolio. Rockstar seeks monetary damages. A trial date for one service provider customer has been set for October 2015; no other trial dates have been set. We have various defenses to the patent infringement allegations, and have various offensive claims against Rockstar and some of its consortium members available to us as well, and we will also explore alternative means of resolution. Due to the uncertainty surrounding the litigation process, which involves numerous lawsuits and parties, we are unable to reasonably estimate the ultimate outcome and a range of loss, if any, of these litigations at this time.

In addition, we are subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including intellectual property litigation. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. For additional information regarding intellectual property litigation, see “Part II, Item 1A. Risk Factors-We may be found to infringe on intellectual property rights of others” herein.

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Item 1A.	Risk Factors

Set forth below and elsewhere in this report and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. The descriptions below include any material changes to and supersede the description of the risk factors affecting our business previously disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended July 27, 2013.

OUR OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS, WHICH MAY ADVERSELY AFFECT OUR STOCK PRICE

Our operating results have been in the past, and will continue to be, subject to quarterly and annual fluctuations as a result of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. These factors include:



	•		Fluctuations in demand for our products and services, especially with respect to telecommunications service providers and Internet businesses, in part due to changes in the global economic environment



	•		Changes in sales and implementation cycles for our products and reduced visibility into our customers’ spending plans and associated revenue



	•		Our ability to maintain appropriate inventory levels and purchase commitments



	•		Price and product competition in the communications and networking industries, which can change rapidly due to technological innovation and different business models from various geographic regions



	•		The overall movement toward industry consolidation among both our competitors and our customers



	•		The introduction and market acceptance of new technologies and products and our success in new and evolving markets, including in our newer product categories such as data center and collaboration and in emerging technologies, as well as the adoption of new standards



	•		New business models for our offerings, such as other-as-a-service (“XaaS”), where costs are borne up front while revenue is recognized over time



	•		Variations in sales channels, product costs, or mix of products sold



	•		The timing, size, and mix of orders from customers



	•		Manufacturing and customer lead times



	•		Fluctuations in our gross margins, and the factors that contribute to such fluctuations, as described below



	•		The ability of our customers, channel partners, contract manufacturers and suppliers to obtain financing or to fund capital expenditures, especially during a period of global credit market disruption or in the event of customer, channel partner, contract manufacturer or supplier financial problems



	•		Share-based compensation expense



	•		Actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates used in determining the values of certain assets (including the amounts of related valuation allowances), liabilities, and other items reflected in our Consolidated Financial Statements



	•		How well we execute on our strategy and operating plans and the impact of changes in our business model that could result in significant restructuring charges



	•		Our ability to achieve targeted cost reductions



	•		Benefits anticipated from our investments in engineering, sales and manufacturing activities

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	•		Changes in tax laws or accounting rules, or interpretations thereof

As a consequence, operating results for a particular future period are difficult to predict, and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business, results of operations, and financial condition that could adversely affect our stock price.

OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY UNFAVORABLE ECONOMIC AND MARKET CONDITIONS AND THE UNCERTAIN GEOPOLITICAL ENVIRONMENT

Challenging economic conditions worldwide have from time to time contributed, and may continue to contribute, to slowdowns in the communications and networking industries at large, as well as in specific segments and markets in which we operate, resulting in:



	•		Reduced demand for our products as a result of continued constraints on IT-related capital spending by our customers, particularly service providers, and other customer markets as well



	•		Increased price competition for our products, not only from our competitors but also as a consequence of customers disposing of unutilized products



	•		Risk of excess and obsolete inventories



	•		Risk of supply constraints



	•		Risk of excess facilities and manufacturing capacity



	•		Higher overhead costs as a percentage of revenue and higher interest expense

The global macroeconomic environment and recovery from the downturn has been challenging and inconsistent. Instability in the global credit markets, the impact of uncertainty regarding the U.S. federal budget including the effect of the recent sequestration, tapering of bond purchases by the U.S. Federal Reserve, the instability in the geopolitical environment in many parts of the world and other disruptions may continue to put pressure on global economic conditions. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition.

Our operating results in one or more segments may also be affected by uncertain or changing economic conditions particularly germane to that segment or to particular customer markets within that segment. For example, during fiscal 2011 we experienced a decrease in spending by our public sector customers in almost every developed market around the world, and we continue to see decreases in spending within certain categories of our public sector customer market.

In addition, reports of certain intelligence gathering methods of the U.S. government could affect customers’ perception of the products of IT companies which design and manufacture products in the United States. Trust and confidence in us as an IT supplier is critical to the development and growth of our markets. Impairment of that trust, or foreign regulatory actions taken in response to reports of certain intelligence gathering methods of the U.S. government, could affect the demand for our products from customers outside of the United States and could have an adverse effect on our operating results.

WE HAVE BEEN INVESTING IN PRIORITIES, INCLUDING OUR FOUNDATIONAL PRIORITIES, AND IF THE RETURN ON THESE INVESTMENTS IS LOWER OR DEVELOPS MORE SLOWLY THAN WE EXPECT, OUR OPERATING RESULTS MAY BE HARMED

We have been realigning and are dedicating resources to focus on certain priorities, such as leadership in our core routing, switching and services, including security and mobility solutions; collaboration; data center virtualization and cloud; video; and architectures for business transformation. However, the return on our investments in such priorities may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments (including if our selection of areas for investment does not play out as we expect), or if the achievement of these benefits is delayed, our operating results may be adversely affected.

OUR REVENUE FOR A PARTICULAR PERIOD IS DIFFICULT TO PREDICT, AND A SHORTFALL IN REVENUE MAY HARM OUR OPERATING RESULTS

As a result of a variety of factors discussed in this report, our revenue for a particular quarter is difficult to predict, especially in light of a challenging and inconsistent global macroeconomic environment and related market uncertainty.

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Our revenue may grow at a slower rate than in past periods, as it did in the first quarter of 2014, or may decline, as it did in the second and third quarters of fiscal 2014 on a year-over-year basis. Our ability to meet financial expectations could also be adversely affected if the nonlinear sales pattern seen in some of our past quarters recurs in future periods. We have experienced periods of time during which shipments have exceeded net bookings or manufacturing issues have delayed shipments, leading to nonlinearity in shipping patterns. In addition to making it difficult to predict revenue for a particular period, nonlinearity in shipping can increase costs, because irregular shipment patterns result in periods of underutilized capacity and periods in which overtime expenses may be incurred, as well as in potential additional inventory management-related costs. In addition, to the extent that manufacturing issues and any related component shortages result in delayed shipments in the future, and particularly in periods in which our contract manufacturers are operating at higher levels of capacity, it is possible that revenue for a quarter could be adversely affected if such matters occur and are not remediated within the same quarter.

The timing of large orders can also have a significant effect on our business and operating results from quarter to quarter, primarily in the United States and in emerging countries. From time to time, we receive large orders that have a significant effect on our operating results in the period in which the order is recognized as revenue. The timing of such orders is difficult to predict, and the timing of revenue recognition from such orders may affect period to period changes in revenue. As a result, our operating results could vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue.

Inventory management remains an area of focus. We have experienced longer than normal manufacturing lead times in the past which have caused some customers to place the same order multiple times within our various sales channels and to cancel the duplicative orders upon receipt of the product, or to place orders with other vendors with shorter manufacturing lead times. Such multiple ordering (along with other factors) or risk of order cancellation may cause difficulty in predicting our revenue and, as a result, could impair our ability to manage parts inventory effectively. In addition, our efforts to improve manufacturing lead-time performance may result in corresponding reductions in order backlog. A decline in backlog levels could result in more variability and less predictability in our quarter-to-quarter revenue and operating results. In addition, when facing component supply-related challenges, we have increased our efforts in procuring components in order to meet customer expectations which in turn contribute to an increase in purchase commitments. Increases in our purchase commitments to shorten lead times could also lead to excess and obsolete inventory charges if the demand for our products is less than our expectations.

We plan our operating expense levels based primarily on forecasted revenue levels. These expenses and the impact of long-term commitments are relatively fixed in the short term. A shortfall in revenue could lead to operating results being below expectations because we may not be able to quickly reduce these fixed expenses in response to short-term business changes.

Any of the above factors could have a material adverse impact on our operations and financial results.

WE EXPECT GROSS MARGIN TO VARY OVER TIME, AND OUR LEVEL OF PRODUCT GROSS MARGIN MAY NOT BE SUSTAINABLE

Our level of product gross margins declined in prior periods, including in the second and third quarters of fiscal 2014, and may continue to decline and be adversely affected by numerous factors, including:



	•		Changes in customer, geographic, or product mix, including mix of configurations within each product group



	•		Introduction of new products, including products with price-performance advantages, and new business models for our offerings such as XaaS



	•		Our ability to reduce production costs



	•		Entry into new markets or growth in lower margin markets, including markets with different pricing and cost structures, through acquisitions or internal development



	•		Sales discounts



	•		Increases in material, labor or other manufacturing-related costs, which could be significant especially during periods of supply constraints



	•		Excess inventory and inventory holding charges



	•		Obsolescence charges



	•		Changes in shipment volume

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	•		The timing of revenue recognition and revenue deferrals



	•		Increased cost, loss of cost savings or dilution of savings due to changes in component pricing or charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand or if the financial health of either contract manufacturers or suppliers deteriorates



	•		Lower than expected benefits from value engineering



	•		Increased price competition, including competitors from Asia, especially from China



	•		Changes in distribution channels



	•		Increased warranty costs



	•		Increased amortization of purchased intangible assets, especially from acquisitions



	•		How well we execute on our strategy and operating plans

Changes in service gross margin may result from various factors such as changes in the mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals and the addition of personnel and other resources to support higher levels of service business in future periods.

SALES TO THE SERVICE PROVIDER MARKET ARE ESPECIALLY VOLATILE, AND WEAKNESS IN SALES ORDERS FROM THIS INDUSTRY MAY HARM OUR OPERATING RESULTS AND FINANCIAL CONDITION

Sales to the service provider market have been characterized by large and sporadic purchases, especially relating to our router sales and sales of certain products in our newer product categories such as Data Center, Collaboration, and Service Provider Video, in addition to longer sales cycles. At various times in the past and in the first nine months of fiscal 2014, we experienced significant weakness in sales to service providers, sometimes lasting over certain extended periods of time as market conditions have fluctuated. We expect that this weakness we experienced in the first nine months of fiscal 2014 will continue for at least several quarters. Sales activity in this industry depends upon the stage of completion of expanding network infrastructures; the availability of funding; and the extent to which service providers are affected by regulatory, economic, and business conditions in the country of operations. Weakness in orders from this industry, including as a result of any slowdown in capital expenditures by service providers (which may be more prevalent during a global economic downturn or periods of economic uncertainty), could have a material adverse effect on our business, operating results, and financial condition. Such slowdowns may continue or recur in future periods. Orders from this industry could decline for many reasons other than the competitiveness of our products and services within their respective markets. For example, in the past, many of our service provider customers have been materially and adversely affected by slowdowns in the general economy, by overcapacity, by changes in the service provider market, by regulatory developments, and by constraints on capital availability, resulting in business failures and substantial reductions in spending and expansion plans. These conditions have materially harmed our business and operating results in the past, and some of these or other conditions in the service provider market could affect our business and operating results in any future period. Finally, service provider customers typically have longer implementation cycles; require a broader range of services, including design services; demand that vendors take on a larger share of risks; often require acceptance provisions, which can lead to a delay in revenue recognition; and expect financing from vendors. All these factors can add further risk to business conducted with service providers.

DISRUPTION OF OR CHANGES IN OUR DISTRIBUTION MODEL COULD HARM OUR SALES AND MARGINS

If we fail to manage distribution of our products and services properly, or if our distributors’ financial condition or operations weaken, our revenue and gross margins could be adversely affected.

A substantial portion of our products and services is sold through our channel partners, and the remainder is sold through direct sales. Our channel partners include systems integrators, service providers, other resellers, and distributors. Systems integrators and service providers typically sell directly to end users and often provide system installation, technical support, professional services, and other support services in addition to network equipment sales. Systems integrators also typically integrate our products into an overall solution, and a number of service providers are also systems integrators. Distributors stock inventory and typically sell to systems integrators, service providers, and other resellers. We refer to sales through distributors as our two-tier system of sales to the end customer. Revenue from distributors is generally recognized based on a sell-through method using information provided by them. These distributors are generally given business terms that allow them to return a portion of inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. If sales

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through indirect channels increase, this may lead to greater difficulty in forecasting the mix of our products and, to a degree, the timing of orders from our customers.

Historically, we have seen fluctuations in our gross margins based on changes in the balance of our distribution channels. Although variability to date has not been significant, there can be no assurance that changes in the balance of our distribution model in future periods would not have an adverse effect on our gross margins and profitability.

Some factors could result in disruption of or changes in our distribution model, which could harm our sales and margins, including the following:



	•		We compete with some of our channel partners, including through our direct sales, which may lead these channel partners to use other suppliers that do not directly sell their own products or otherwise compete with them



	•		Some of our channel partners may demand that we absorb a greater share of the risks that their customers may ask them to bear



	•		Some of our channel partners may have insufficient financial resources and may not be able to withstand changes and challenges in business conditions



	•		Revenue from indirect sales could suffer if our distributors’ financial condition or operations weaken

In addition, we depend on our channel partners globally to comply with applicable regulatory requirements. To the extent that they fail to do so, that could have a material adverse effect on our business, operating results, and financial condition. Further, sales of our products outside of agreed territories can result in disruption to our distribution channels.

THE MARKETS IN WHICH WE COMPETE ARE INTENSELY COMPETITIVE, WHICH COULD ADVERSELY AFFECT OUR ACHIEVEMENT OF REVENUE GROWTH

The markets in which we compete are characterized by rapid change, converging technologies, and a migration to networking and communications solutions that offer relative advantages. These market factors represent a competitive threat to us. We compete with numerous vendors in each product category. The overall number of our competitors providing niche product solutions may increase. Also, the identity and composition of competitors may change as we increase our activity in newer product categories such as data center and collaboration and in our priorities. For example, as products related to network programmability, such as software-defined-networking products, become more prevalent, we expect to face increased competition from companies who develop networking products based on commoditized hardware, referred to as "white box" hardware, to the extent customers decide to purchase those product offerings instead of ours. In addition, the growth in demand for technology delivered as a service enables new competitors to enter the market.

As we continue to expand globally, we may see new competition in different geographic regions. In particular, we have experienced price-focused competition from competitors in Asia, especially from China, and we anticipate this will continue.

Our competitors include Alcatel-Lucent; Amazon Web Services LLC; Arista Networks, Inc.; ARRIS Group, Inc.; Aruba Networks, Inc.; Avaya Inc.; Brocade Communications Systems, Inc.; Check Point Software Technologies Ltd.; Citrix Systems, Inc.; Dell Inc.; LM Ericsson Telephone Company; Extreme Networks, Inc.; F5 Networks, Inc.; FireEye, Inc.; Fortinet, Inc.; Hewlett-Packard Company; Huawei Technologies Co., Ltd.; International Business Machines Corporation; Juniper Networks, Inc.; Microsoft Corporation; Motorola Solutions, Inc.; Palo Alto Networks, Inc.; Polycom, Inc.; Riverbed Technology, Inc.; Ruckus Wireless, Inc.; Symantec Corporation; and VMware, Inc.; among others.

Some of these companies compete across many of our product lines, while others are primarily focused in a specific product area. Barriers to entry are relatively low, and new ventures to create products that do or could compete with our products are regularly formed. In addition, some of our competitors may have greater resources, including technical and engineering resources, than we do. As we expand into new markets, we will face competition not only from our existing competitors but also from other competitors, including existing companies with strong technological, marketing, and sales positions in those markets. We also sometimes face competition from resellers and distributors of our products. Companies with whom we have strategic alliances in some areas may be competitors in other areas, and in our view this trend may increase.

For example, the enterprise data center is undergoing a fundamental transformation arising from the convergence of technologies, including computing, networking, storage, and software, that previously were segregated. Due to several factors, including the availability of highly scalable and general purpose microprocessors, application-specific integrated circuits offering advanced services, standards based protocols, cloud computing and virtualization, the convergence of technologies within the enterprise data center is spanning multiple, previously independent, technology segments. Also, some of our current and potential competitors for enterprise data center business have made acquisitions, or announced new strategic alliances,

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designed to position them to provide end-to-end technology solutions for the enterprise data center. As a result of all of these developments, we face greater competition in the development and sale of enterprise data center technologies, including competition from entities that are among our long-term strategic alliance partners. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us.

The principal competitive factors in the markets in which we presently compete and may compete in the future include:



	•		The ability to provide a broad range of networking and communications products and services



	•		Product performance



	•		Price



	•		The ability to introduce new products, including products with price-performance advantages



	•		The ability to reduce production costs



	•		The ability to provide value-added features such as security, reliability, and investment protection



	•		Conformance to standards



	•		Market presence



	•		The ability to provide financing



	•		Disruptive technology shifts and new business models

We also face competition from customers to which we license or supply technology and suppliers from which we transfer technology. The inherent nature of networking requires interoperability. As such, we must cooperate and at the same time compete with many companies. Any inability to effectively manage these complicated relationships with customers, suppliers, and strategic alliance partners could have a material adverse effect on our business, operating results, and financial condition and accordingly affect our chances of success.

OUR INVENTORY MANAGEMENT RELATING TO OUR SALES TO OUR TWO-TIER DISTRIBUTION CHANNEL IS COMPLEX, AND EXCESS INVENTORY MAY HARM OUR GROSS MARGINS

We must manage our inventory relating to sales to our distributors effectively, because inventory held by them could affect our results of operations. Our distributors may increase orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. They also may adjust their orders in response to the supply of our products and the products of our competitors that are available to them, and in response to seasonal fluctuations in end-user demand. Revenue to our distributors generally is recognized based on a sell-through method using information provided by them, and they are generally given business terms that allow them to return a portion of inventory, receive credits for changes in selling price, and participate in various cooperative marketing programs. Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels to ensure competitive lead times against the risk of inventory obsolescence because of rapidly changing technology and customer requirements. When facing component supply-related challenges, we have increased our efforts in procuring components in order to meet customer expectations. If we ultimately determine that we have excess inventory, we may have to reduce our prices and write down inventory, which in turn could result in lower gross margins.

SUPPLY CHAIN ISSUES, INCLUDING FINANCIAL PROBLEMS OF CONTRACT MANUFACTURERS OR COMPONENT SUPPLIERS, OR A SHORTAGE OF ADEQUATE COMPONENT SUPPLY OR MANUFACTURING CAPACITY THAT INCREASED OUR COSTS OR CAUSED A DELAY IN OUR ABILITY TO FULFILL ORDERS, COULD HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS, AND OUR FAILURE TO ESTIMATE CUSTOMER DEMAND PROPERLY MAY RESULT IN EXCESS OR OBSOLETE COMPONENT SUPPLY, WHICH COULD ADVERSELY AFFECT OUR GROSS MARGINS

The fact that we do not own or operate the bulk of our manufacturing facilities and that we are reliant on our extended supply chain could have an adverse impact on the supply of our products and on our business and operating results:



	•		Any financial problems of either contract manufacturers or component suppliers could either limit supply or increase costs

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	•		Reservation of manufacturing capacity at our contract manufacturers by other companies, inside or outside of our industry, could either limit supply or increase costs

A reduction or interruption in supply; a significant increase in the price of one or more components; a failure to adequately authorize procurement of inventory by our contract manufacturers; a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs; or a decrease in demand for our products could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships. Furthermore, as a result of binding price or purchase commitments with suppliers, we may be obligated to purchase components at prices that are higher than those available in the current market. In the event that we become committed to purchase components at prices in excess of the current market price when the components are actually used, our gross margins could decrease. We have experienced longer than normal lead times in the past. Although we have generally secured additional supply or taken other mitigation actions when significant disruptions have occurred, if similar situations occur in the future, they could have a material adverse effect on our business, results of operations, and financial condition. See the risk factor above entitled “Our revenue for a particular period is difficult to predict, and a shortfall in revenue may harm our operating results.”

Our growth and ability to meet customer demands depend in part on our ability to obtain timely deliveries of parts from our suppliers and contract manufacturers. We have experienced component shortages in the past, including shortages caused by manufacturing process issues, that have affected our operations. We may in the future experience a shortage of certain component parts as a result of our own manufacturing issues, manufacturing issues at our suppliers or contract manufacturers, capacity problems experienced by our suppliers or contract manufacturers, or strong demand in the industry for those parts. Growth in the economy is likely to create greater pressures on us and our suppliers to accurately project overall component demand and component demands within specific product categories and to establish optimal component levels and manufacturing capacity, especially for labor-intensive components, components for which we purchase a substantial portion of the supply, or the re-ramping of manufacturing capacity for highly complex products. During periods of shortages or delays the price of components may increase, or the components may not be available at all, and we may also encounter shortages if we do not accurately anticipate our needs. We may not be able to secure enough components at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed. Accordingly, our revenue and gross margins could suffer until other sources can be developed. Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more components than we need, which is more likely to occur in a period of demand uncertainties such as we are currently experiencing. There can be no assurance that we will not encounter these problems in the future. Although in many cases we use standard parts and components for our products, certain components are presently available only from a single source or limited sources, and a global economic downturn and related market uncertainty could negatively impact the availability of components from one or more of these sources, especially during times such as we have recently seen when there are supplier constraints based on labor and other actions taken during economic downturns. We may not be able to diversify sources in a timely manner, which could harm our ability to deliver products to customers and seriously impact present and future sales.

We believe that we may be faced with the following challenges in the future:



	•		New markets in which we participate may grow quickly, which may make it difficult to quickly obtain significant component capacity



	•		As we acquire companies and new technologies, we may be dependent, at least initially, on unfamiliar supply chains or relatively small supply partners



	•		We face competition for certain components that are supply-constrained, from existing competitors, and companies in other markets

Manufacturing capacity and component supply constraints could continue to be significant issues for us. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to improve manufacturing lead-time performance and to help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. When facing component supply-related challenges, we have increased our efforts in procuring components in order to meet customer expectations which in turn contributes to an increase in purchase commitments. Increases in our purchase commitments to shorten lead times could also lead to excess and obsolete inventory charges if the demand for our products is less than our expectations. If we fail to anticipate customer demand properly, an oversupply of parts could result in excess or obsolete components that could adversely affect our gross margins. For additional information

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regarding our purchase commitments with contract manufacturers and suppliers, see Note 12 to the Consolidated Financial Statements contained in this report.

WE DEPEND UPON THE DEVELOPMENT OF NEW PRODUCTS AND ENHANCEMENTS TO EXISTING PRODUCTS, AND IF WE FAIL TO PREDICT AND RESPOND TO EMERGING TECHNOLOGICAL TRENDS AND CUSTOMERS’ CHANGING NEEDS, OUR OPERATING RESULTS AND MARKET SHARE MAY SUFFER

The markets for our products are characterized by rapidly changing technology, evolving industry standards, new product introductions, and evolving methods of building and operating networks. Our operating results depend on our ability to develop and introduce new products into existing and emerging markets and to reduce the production costs of existing products. We believe the industry is evolving to enable personal and business process collaboration enabled by networked technologies. As such, many of our strategic initiatives and investments are aimed at meeting the requirements that a network capable of multiple-party, collaborative interaction would demand, and the investments we have made and our architectural approach are designed to enable the increased use of the network as the platform for all forms of communications and IT. For example, in fiscal 2009 we launched our Cisco Unified Computing System, our next-generation enterprise data center platform architected to unite computing, network, storage access, and virtualization resources in a single system, which is designed to address the fundamental transformation occurring in the enterprise data center. Cisco Unified Computing System is one of several priorities on which we are focusing resources. Another example of a market transition we are focusing on is the move towards more programmable, flexible and virtual networks. In our view, this evolution is in its very early stages, and we believe the successful products and solutions in this market will combine application-specific integrated circuits (ASICs), hardware, and software elements together.

The process of developing new technology, including technology related to more programmable, flexible and virtual networks, is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends our business could be harmed. We must commit significant resources, including the investments we have been making in our priorities to developing new products before knowing whether our investments will result in products the market will accept. In particular, if our model of the evolution of networking to collaborative systems does not emerge as we believe it will, or if the industry does not evolve as we believe it will, or if our strategy for addressing this evolution is not successful, many of our strategic initiatives and investments may be of no or limited value. For example, if we do not introduce products related to network programmability, such as software-defined-networking products, in a timely fashion, or if product offerings in this market that ultimately succeed are based on technology, or an approach to technology, that differs from ours, such as, for example, networking products based on commoditized hardware, referred to as white box hardware, our business could be harmed. Furthermore, we may not execute successfully on our vision because of challenges with regard to product planning and timing, technical hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources. This could result in competitors, some of which may also be our strategic alliance partners, providing those solutions before we do and loss of market share, revenue, and earnings. In addition, the growth in demand for technology delivered as a service enables new competitors to enter the market. The success of new products depends on several factors, including proper new product definition, component costs, timely completion and introduction of these products, differentiation of new products from those of our competitors, and market acceptance of these products. There can be no assurance that we will successfully identify new product opportunities, develop and bring new products to market in a timely manner, or achieve market acceptance of our products or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive. The products and technologies in our newer product categories such as Data Center and Collaboration as well as those in our Other Products category that we identify as “emerging technologies” may not prove to have the market success we anticipate, and we may not successfully identify and invest in other emerging or new products.

CHANGES IN INDUSTRY STRUCTURE AND MARKET CONDITIONS COULD LEAD TO CHARGES RELATED TO DISCONTINUANCES OF CERTAIN OF OUR PRODUCTS OR BUSINESSES, ASSET IMPAIRMENTS AND WORKFORCE REDUCTIONS

In response to changes in industry and market conditions, we may be required to strategically realign our resources and to consider restructuring, disposing of, or otherwise exiting businesses. Any resource realignment, or decision to limit investment in or dispose of or otherwise exit businesses may result in the recording of special charges, such as inventory and technology-related write-offs, workforce reduction costs, charges relating to consolidation of excess facilities, or claims from third parties who were resellers or users of discontinued products. Our estimates with respect to the useful life or ultimate recoverability of our carrying basis of assets, including purchased intangible assets, could change as a result of such assessments and decisions. Although in certain instances our supply agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, our loss contingencies may include liabilities for contracts that we cannot cancel with contract manufacturers and suppliers. Further, our estimates relating to the liabilities for excess facilities are affected by changes in real estate market conditions. Additionally, we are required to perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances, and future goodwill impairment tests may result in a charge to earnings.

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In August 2013, we announced that we are rebalancing our resources with a workforce reduction plan that will impact approximately 4,000 employees or 5% of our global workforce. We began taking action under this plan beginning in the first quarter of fiscal 2014. Significant charges have been incurred as a result of these activities, and substantially all of the remaining charges are expected to be incurred in the fourth quarter of fiscal 2014. The implementation of this workforce reduction plan may be disruptive to our business, and following completion of the workforce reduction plan our business may not be more efficient or effective than prior to implementation of the plan. Our restructuring activities, including any related charges and the impact of the related headcount reductions, could have a material adverse effect on our business, operating results, and financial condition.

OVER THE LONG TERM WE INTEND TO INVEST IN ENGINEERING, SALES, SERVICE, MARKETING AND MANUFACTURING ACTIVITIES, AND THESE INVESTMENTS MAY ACHIEVE DELAYED, OR LOWER THAN EXPECTED, BENEFITS WHICH COULD HARM OUR OPERATING RESULTS

While we intend to focus on managing our costs and expenses, over the long term, we also intend to invest in personnel and other resources related to our engineering, sales, service, marketing and manufacturing functions as we focus on our foundational priorities, such as leadership in our core routing, switching and services, including security and mobility solutions; collaboration; data center virtualization and cloud; video; and architectures for business transformation. We are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

OUR BUSINESS SUBSTANTIALLY DEPENDS UPON THE CONTINUED GROWTH OF THE INTERNET AND INTERNET-BASED SYSTEMS

A substantial portion of our business and revenue depends on growth and evolution of the Internet, including the continued development of the Internet, and on the deployment of our products by customers who depend on such continued growth and evolution. To the extent that an economic slowdown or uncertainty and related reduction in capital spending adversely affect spending on Internet infrastructure we could experience material harm to our business, operating results, and financial condition.

Because of the rapid introduction of new products and changing customer requirements related to matters such as cost-effectiveness and security, we believe that there could be performance problems with Internet communications in the future, which could receive a high degree of publicity and visibility. Because we are a large supplier of networking products, our business, operating results, and financial condition may be materially adversely affected, regardless of whether or not these problems are due to the performance of our own products. Such an event could also result in a material adverse effect on the market price of our common stock independent of direct effects on our business.

WE HAVE MADE AND EXPECT TO CONTINUE TO MAKE ACQUISITIONS THAT COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS

Our growth depends upon market growth, our ability to enhance our existing products, and our ability to introduce new products on a timely basis. We intend to continue to address the need to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies, and personnel. Acquisitions involve numerous risks, including the following:



	•		Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired companies, particularly companies with large and widespread operations and/or complex products, such as Scientific-Atlanta, WebEx, Starent, Tandberg and NDS Group Limited



	•		Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions



	•		Potential difficulties in completing projects associated with in-process research and development intangibles



	•		Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions



	•		Initial dependence on unfamiliar supply chains or relatively small supply partners



	•		Insufficient revenue to offset increased expenses associated with acquisitions

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	•		The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans

Acquisitions may also cause us to:



	•		Issue common stock that would dilute our current shareholders’ percentage ownership



	•		Use a substantial portion of our cash resources, or incur debt, as we did in fiscal 2006 when we issued and sold $6.5 billion in senior unsecured notes to fund our acquisition of Scientific-Atlanta



	•		Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition



	•		Assume liabilities



	•		Record goodwill and nonamortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges



	•		Incur amortization expenses related to certain intangible assets



	•		Incur tax expenses related to the effect of acquisitions on our intercompany research and development (“R&D”) cost sharing arrangement and legal structure



	•		Incur large and immediate write-offs and restructuring and other related expenses



	•		Become subject to intellectual property or other litigation

Mergers and acquisitions of high-technology companies are inherently risky and subject to many factors outside of our control, and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition. Failure to manage and successfully integrate acquisitions could materially harm our business and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products and technologies to a failure to do so. Even when an acquired company has already developed and marketed products, there can be no assurance that product enhancements will be made in a timely fashion or that pre-acquisition due diligence will have identified all possible issues that might arise with respect to such products.

From time to time, we have made acquisitions that resulted in charges in an individual quarter. These charges may occur in any particular quarter, resulting in variability in our quarterly earnings. In addition, our effective tax rate for future periods is uncertain and could be impacted by mergers and acquisitions. Risks related to new product development also apply to acquisitions. Please see the risk factors above, including the risk factor entitled “We depend upon the development of new products and enhancements to existing products, and if we fail to predict and respond to emerging technological trends and customers’ changing needs, our operating results and market share may suffer” for additional information.

ENTRANCE INTO NEW OR DEVELOPING MARKETS EXPOSES US TO ADDITIONAL COMPETITION AND WILL LIKELY INCREASE DEMANDS ON OUR SERVICE AND SUPPORT OPERATIONS

As we focus on new market opportunities-for example, storage; wireless; security; transporting data, voice, and video traffic across the same network; and other areas within our newer products categories such as data center and collaboration, emerging technologies, and our priorities-we will increasingly compete with large telecommunications equipment suppliers as well as startup companies. Several of our competitors may have greater resources, including technical and engineering resources, than we do. Additionally, as customers in these markets complete infrastructure deployments, they may require greater levels of service, support, and financing than we have provided in the past, especially in emerging countries. Demand for these types of service, support, or financing contracts may increase in the future. There can be no assurance that we can provide products, service, support, and financing to effectively compete for these market opportunities.

Further, provision of greater levels of services, support and financing by us may result in a delay in the timing of revenue recognition. In addition, entry into other markets has subjected and will subject us to additional risks, particularly to those markets, including the effects of general market conditions and reduced consumer confidence. For example, as we add direct selling capabilities globally to meet changing customer demands, we will face increased legal and regulatory requirements.

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INDUSTRY CONSOLIDATION MAY LEAD TO INCREASED COMPETITION AND MAY HARM OUR OPERATING RESULTS

There has been a trend toward industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. For example, some of our current and potential competitors for enterprise data center business have made acquisitions, or announced new strategic alliances, designed to position them with the ability to provide end-to-end technology solutions for the enterprise data center. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the service provider market, rapid consolidation will lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

PRODUCT QUALITY PROBLEMS COULD LEAD TO REDUCED REVENUE, GROSS MARGINS, AND NET INCOME

We produce highly complex products that incorporate leading-edge technology, including both hardware and software. Software typically contains bugs that can unexpectedly interfere with expected operations. There can be no assurance that our pre-shipment testing programs will be adequate to detect all defects, either ones in individual products or ones that could affect numerous shipments, which might interfere with customer satisfaction, reduce sales opportunities, or affect gross margins. From time to time, we have had to replace certain components and provide remediation in response to the discovery of defects or bugs in products that we had shipped. There can be no assurance that such remediation, depending on the product involved, would not have a material impact. An inability to cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or market, damage to our reputation, inventory costs, or product reengineering expenses, any of which could have a material impact on our revenue, margins, and net income. For example, net income for the second quarter of fiscal 2014 included a pre-tax charge of $655 million, which charge is related to the expected remediation costs for certain products sold in prior fiscal years containing memory components manufactured by a single supplier between 2005 and 2010.

DUE TO THE GLOBAL NATURE OF OUR OPERATIONS, POLITICAL OR ECONOMIC CHANGES OR OTHER FACTORS IN A SPECIFIC COUNTRY OR REGION COULD HARM OUR OPERATING RESULTS AND FINANCIAL CONDITION

We conduct significant sales and customer support operations in countries around the world. As such, our growth depends in part on our increasing sales into emerging countries. We also depend on non-U.S. operations of our contract manufacturers, component suppliers and distribution partners. Although sales in several of our emerging countries decreased in recent periods, including in the first nine months of fiscal 2014, several of our emerging countries generally have been relatively fast growing, and we have announced plans to expand our commitments and expectations in certain of those countries. We expect that this weakness we experienced in various emerging countries will continue for at least several quarters. Our future results could be materially adversely affected by a variety of political, economic or other factors relating to our operations inside and outside the United States, including impacts from the U.S. federal budget including the effect of the recent sequestration, tapering of bond purchases by the U.S. Federal Reserve, issues related to the political relationship between the United States and other countries which can affect the willingness of customers in those countries to purchase products from companies headquartered in the United States, and the challenging and inconsistent global macroeconomic environment, any or all of which could have a material adverse effect on our operating results and financial condition, including, among others, the following:



	•		Foreign currency exchange rates



	•		Political or social unrest



	•		Economic instability or weakness or natural disasters in a specific country or region; environmental and trade protection measures and other legal and regulatory requirements, some of which may affect our ability to import our products, to export our products from, or sell our products in various countries



	•		Political considerations that affect service provider and government spending patterns



	•		Health or similar issues, such as a pandemic or epidemic



	•		Difficulties in staffing and managing international operations

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	•		Adverse tax consequences, including imposition of withholding or other taxes on our global operations

WE ARE EXPOSED TO THE CREDIT RISK OF SOME OF OUR CUSTOMERS AND TO CREDIT EXPOSURES IN WEAKENED MARKETS, WHICH COULD RESULT IN MATERIAL LOSSES

Most of our sales are on an open credit basis, with typical payment terms of 30 days in the United States and, because of local customs or conditions, longer in some markets outside the United States. We monitor individual customer payment capability in granting such open credit arrangements, seek to limit such open credit to amounts we believe the customers can pay, and maintain reserves we believe are adequate to cover exposure for doubtful accounts. Beyond our open credit arrangements, we have also experienced demands for customer financing and facilitation of leasing arrangements. We expect demand for customer financing to continue, and recently we have been experiencing an increase in this demand as the credit markets have been impacted by the challenging and inconsistent global macroeconomic environment, including increased demand from customers in certain emerging countries.

We believe customer financing is a competitive factor in obtaining business, particularly in serving customers involved in significant infrastructure projects. Our loan financing arrangements may include not only financing the acquisition of our products and services but also providing additional funds for other costs associated with network installation and integration of our products and services.

Our exposure to the credit risks relating to our financing activities described above may increase if our customers are adversely affected by a global economic downturn or periods of economic uncertainty. Although we have programs in place that are designed to monitor and mitigate the associated risk, including monitoring of particular risks in certain geographic areas, there can be no assurance that such programs will be effective in reducing our credit risks.

In the past, there have been significant bankruptcies among customers both on open credit and with loan or lease financing arrangements, particularly among Internet businesses and service providers, causing us to incur economic or financial losses. There can be no assurance that additional losses will not be incurred. Although these losses have not been material to date, future losses, if incurred, could harm our business and have a material adverse effect on our operating results and financial condition. A portion of our sales is derived through our distributors. These distributors are generally given business terms that allow them to return a portion of inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. We maintain estimated accruals and allowances for such business terms. However, distributors tend to have more limited financial resources than other resellers and end-user customers and therefore represent potential sources of increased credit risk, because they may be more likely to lack the reserve resources to meet payment obligations. Additionally, to the degree that turmoil in the credit markets makes it more difficult for some customers to obtain financing, those customers’ ability to pay could be adversely impacted, which in turn could have a material adverse impact on our business, operating results, and financial condition.

WE ARE EXPOSED TO FLUCTUATIONS IN THE MARKET VALUES OF OUR PORTFOLIO INVESTMENTS AND IN INTEREST RATES; IMPAIRMENT OF OUR INVESTMENTS COULD HARM OUR EARNINGS

We maintain an investment portfolio of various holdings, types, and maturities. These securities are generally classified as available-for-sale and, consequently, are recorded on our Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a component of accumulated other comprehensive income, net of tax. Our portfolio includes fixed income securities and equity investments in publicly traded companies, the values of which are subject to market price volatility to the extent unhedged. If such investments suffer market price declines, as we experienced with some of our investments during fiscal 2009, we may recognize in earnings the decline in the fair value of our investments below their cost basis when the decline is judged to be other than temporary. For information regarding the sensitivity of and risks associated with the market value of portfolio investments and interest rates, refer to the section titled “Quantitative and Qualitative Disclosures About Market Risk.” Our investments in private companies are subject to risk of loss of investment capital. These investments are inherently risky because the markets for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose our entire investment in these companies.

WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES THAT COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS AND CASH FLOWS

Because a significant portion of our business is conducted outside the United States, we face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve, and they could have a material adverse impact on our financial results and cash flows. Historically, our primary exposures have related to nondollar-denominated sales in Japan, Canada, and Australia and certain nondollar-denominated operating expenses and service cost of sales in Europe, Latin America, and Asia, where we sell primarily in U.S. dollars. Additionally, we have exposures to emerging market currencies, which can have extreme currency volatility. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the United States where we sell in dollars, and a weakened dollar

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could increase the cost of local operating expenses and procurement of raw materials to the extent that we must purchase components in foreign currencies.

Currently, we enter into foreign exchange forward contracts and options to reduce the short-term impact of foreign currency fluctuations on certain foreign currency receivables, investments, and payables. In addition, we periodically hedge anticipated foreign currency cash flows. Our attempts to hedge against these risks may not be successful, resulting in an adverse impact on our net income.

OUR PROPRIETARY RIGHTS MAY PROVE DIFFICULT TO ENFORCE

We generally rely on patents, copyrights, trademarks, and trade secret laws to establish and maintain proprietary rights in our technology and products. Although we have been issued numerous patents and other patent applications are currently pending, there can be no assurance that any of these patents or other proprietary rights will not be challenged, invalidated, or circumvented or that our rights will, in fact, provide competitive advantages to us. Furthermore, many key aspects of networking technology are governed by industrywide standards, which are usable by all market entrants. In addition, there can be no assurance that patents will be issued from pending applications or that claims allowed on any patents will be sufficiently broad to protect our technology. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States. The outcome of any actions taken in these foreign countries may be different than if such actions were determined under the laws of the United States. Although we are not dependent on any individual patents or group of patents for particular segments of the business for which we compete, if we are unable to protect our proprietary rights to the totality of the features (including aspects of products protected other than by patent rights) in a market, we may find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time, and effort required to create innovative products that have enabled us to be successful.

WE MAY BE FOUND TO INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS

Third parties, including customers, have in the past and may in the future assert claims or initiate litigation related to exclusive patent, copyright, trademark, and other intellectual property rights to technologies and related standards that are relevant to us. These assertions have increased over time as a result of our growth and the general increase in the pace of patent claims assertions, particularly in the United States. Because of the existence of a large number of patents in the networking field, the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically practical or even possible to determine in advance whether a product or any of its components infringes or will infringe on the patent rights of others. The asserted claims and/or initiated litigation can include claims against us or our manufacturers, suppliers, or customers, alleging infringement of their proprietary rights with respect to our existing or future products or components of those products. Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to develop a non-infringing technology or enter into license agreements. Where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all, or that our indemnification by our suppliers will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or other intellectual property claim made against us by any third party is successful, if we are required to indemnify a customer with respect to a claim against the customer, or if we fail to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, our business, operating results, and financial condition could be materially and adversely affected. For additional information regarding our indemnification obligations, see Note 12(g) to the Consolidated Financial Statements contained in this report.

Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions, as we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement risks. Further, in the past, third parties have made infringement and similar claims after we have acquired technology that had not been asserted prior to our acquisition.

WE RELY ON THE AVAILABILITY OF THIRD-PARTY LICENSES

Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to protect our proprietary rights in our products.

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OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED AND DAMAGE TO OUR REPUTATION MAY OCCUR DUE TO PRODUCTION AND SALE OF COUNTERFEIT VERSIONS OF OUR PRODUCTS

As is the case with leading products around the world, our products are subject to efforts by third parties to produce counterfeit versions of our products. While we work diligently with law enforcement authorities in various countries to block the manufacture of counterfeit goods and to interdict their sale, and to detect counterfeit products in customer networks, and have succeeded in prosecuting counterfeiters and their distributors, resulting in fines, imprisonment and restitution to us, there can be no guarantee that such efforts will succeed. While counterfeiters often aim their sales at customers who might not have otherwise purchased our products due to lack of verifiability of origin and service, such counterfeit sales, to the extent they replace otherwise legitimate sales, could adversely affect our operating results.

OUR OPERATING RESULTS AND FUTURE PROSPECTS COULD BE MATERIALLY HARMED BY UNCERTAINTIES OF REGULATION OF THE INTERNET

Currently, few laws or regulations apply directly to access or commerce on the Internet. We could be materially adversely affected by regulation of the Internet and Internet commerce in any country where we operate. Such regulations could include matters such as voice over the Internet or using IP, encryption technology, sales or other taxes on Internet product or service sales, and access charges for Internet service providers. The adoption of regulation of the Internet and Internet commerce could decrease demand for our products and, at the same time, increase the cost of selling our products, which could have a material adverse effect on our business, operating results, and financial condition.

CHANGES IN TELECOMMUNICATIONS REGULATION AND TARIFFS COULD HARM OUR PROSPECTS AND FUTURE SALES

Changes in telecommunications requirements, or regulatory requirements in other industries in which we operate, in the United States or other countries could affect the sales of our products. In particular, we believe that there may be future changes in U.S. telecommunications regulations that could slow the expansion of the service providers’ network infrastructures and materially adversely affect our business, operating results, and financial condition.

Future changes in tariffs by regulatory agencies or application of tariff requirements to currently untariffed services could affect the sales of our products for certain classes of customers. Additionally, in the United States, our products must comply with various requirements and regulations of the Federal Communications Commission and other regulatory authorities. In countries outside of the United States, our products must meet various requirements of local telecommunications and other industry authorities. Changes in tariffs or failure by us to obtain timely approval of products could have a material adverse effect on our business, operating results, and financial condition.

FAILURE TO RETAIN AND RECRUIT KEY PERSONNEL WOULD HARM OUR ABILITY TO MEET KEY OBJECTIVES

Our success has always depended in large part on our ability to attract and retain highly skilled technical, managerial, sales, and marketing personnel. Competition for these personnel is intense, especially in the Silicon Valley area of Northern California. Stock incentive plans are designed to reward employees for their long-term contributions and provide incentives for them to remain with us. Volatility or lack of positive performance in our stock price or equity incentive awards, or changes to our overall compensation program, including our stock incentive program, resulting from the management of share dilution and share-based compensation expense or otherwise, may also adversely affect our ability to retain key employees. As a result of one or more of these factors, we may increase our hiring in geographic areas outside the United States, which could subject us to additional geopolitical and exchange rate risk. The loss of services of any of our key personnel; the inability to retain and attract qualified personnel in the future; or delays in hiring required personnel, particularly engineering and sales personnel, could make it difficult to meet key objectives, such as timely and effective product introductions. In addition, companies in our industry whose employees accept positions with competitors frequently claim that competitors have engaged in improper hiring practices. We have received these claims in the past and may receive additional claims to this effect in the future.

ADVERSE RESOLUTION OF LITIGATION OR GOVERNMENTAL INVESTIGATIONS MAY HARM OUR OPERATING RESULTS OR FINANCIAL CONDITION

We are a party to lawsuits in the normal course of our business. Litigation can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. For example, Brazilian authorities have investigated our Brazilian subsidiary and certain of its current and former employees, as well as a Brazilian importer of our products, and its affiliates and employees, relating to alleged evasion of import taxes and alleged improper transactions involving the subsidiary and the importer. Brazilian tax authorities have assessed claims against our Brazilian subsidiary based on a theory of joint liability with the Brazilian importer for import taxes, interest, and penalties. In the first quarter of fiscal 2013, the Brazilian federal tax authorities asserted an additional claim against our Brazilian subsidiary based on a theory of joint liability with respect to an alleged underpayment of income taxes, social taxes, interest, and penalties by a

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Brazilian distributor. The asserted claims by Brazilian federal tax authorities are for calendar years 2003 through 2008 and the related asserted claims by the tax authorities from the state of Sao Paulo are for calendar years 2005 through 2007. The total asserted claims by Brazilian state and federal tax authorities aggregate to approximately $389 million for the alleged evasion of import and other taxes, approximately $1.3 billion for interest, and approximately $1.7 billion for various penalties, all determined using an exchange rate as of April 26, 2014. We have completed a thorough review of the matters and believe the asserted claims against our Brazilian subsidiary are without merit, and we are defending the claims vigorously. While we believe there is no legal basis for the alleged liability, due to the complexities and uncertainty surrounding the judicial process in Brazil and the nature of the claims asserting joint liability with the importer, we are unable to determine the likelihood of an unfavorable outcome against our Brazilian subsidiary and are unable to reasonably estimate a range of loss, if any. We do not expect a final judicial determination for several years. An unfavorable resolution of lawsuits or governmental investigations could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the matters in which we are involved, see Item 1, “Legal Proceedings,” contained in Part II of this report.

CHANGES IN OUR PROVISION FOR INCOME TAXES OR ADVERSE OUTCOMES RESULTING FROM

EXAMINATION OF OUR INCOME TAX RETURNS COULD ADVERSELY AFFECT OUR RESULTS

Our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit or domestic manufacturing deduction laws; by expiration of or lapses in tax incentives; by transfer pricing adjustments, including the effect of acquisitions on our intercompany R&D cost sharing arrangement and legal structure; by tax effects of nondeductible compensation; by tax costs related to intercompany realignments; by changes in accounting principles; or by changes in tax laws and regulations, treaties, or interpretations thereof, including possible changes to the taxation of earnings of our foreign subsidiaries, the deductibility of expenses attributable to foreign income, or the foreign tax credit rules. Significant judgment is required to determine the recognition and measurement attribute prescribed in the accounting guidance for uncertainty in income taxes. The Organisation for Economic Co-operation and Development (OECD), an international association of 34 countries including the United States, is contemplating changes to numerous long-standing tax principles. These contemplated changes, if finalized and adopted by countries, will increase tax uncertainty and may adversely affect our provision for income taxes. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.

OUR BUSINESS AND OPERATIONS ARE ESPECIALLY SUBJECT TO THE RISKS OF EARTHQUAKES, FLOODS, AND OTHER NATURAL CATASTROPHIC EVENTS

Our corporate headquarters, including certain of our research and development operations are located in the Silicon Valley area of Northern California, a region known for seismic activity. Additionally, a certain number of our facilities are located near rivers that have experienced flooding in the past. Also certain of our suppliers and logistics centers are located in regions that have or may be affected by earthquake, tsunami and flooding activity which in the past has disrupted, and in the future could disrupt the flow of components and delivery of products. A significant natural disaster, such as an earthquake, a hurricane, volcano, or a flood, could have a material adverse impact on our business, operating results, and financial condition.

MAN-MADE PROBLEMS SUCH AS COMPUTER VIRUSES OR TERRORISM MAY DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS

Despite our implementation of network security measures our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, operating results, and financial condition. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may meet with resistance. In addition, the continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruptions to the economies of the United States and other countries and create further uncertainties or otherwise materially harm our business, operating results, and financial condition. Likewise, events such as widespread blackouts could have similar negative impacts. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders or the manufacture or shipment of our products, our business, operating results, and financial condition could be materially and adversely affected.

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IF WE DO NOT SUCCESSFULLY MANAGE OUR STRATEGIC ALLIANCES, WE MAY NOT REALIZE THE EXPECTED BENEFITS FROM SUCH ALLIANCES AND WE MAY EXPERIENCE INCREASED COMPETITION OR DELAYS IN PRODUCT DEVELOPMENT

We have several strategic alliances with large and complex organizations and other companies with which we work to offer complementary products and services and have established a joint venture to market services associated with our Cisco Unified Computing System products. These arrangements are generally limited to specific projects, the goal of which is generally to facilitate product compatibility and adoption of industry standards. There can be no assurance we will realize the expected benefits from these strategic alliances or from the joint venture. If successful, these relationships may be mutually beneficial and result in industry growth. However, alliances carry an element of risk because, in most cases, we must compete in some business areas with a company with which we have a strategic alliance and, at the same time, cooperate with that company in other business areas. Also, if these companies fail to perform or if these relationships fail to materialize as expected, we could suffer delays in product development or other operational difficulties. Joint ventures can be difficult to manage, given the potentially different interests of joint venture partners.

OUR STOCK PRICE MAY BE VOLATILE

Historically, our common stock has experienced substantial price volatility, particularly as a result of variations between our actual financial results and the published expectations of analysts and as a result of announcements by our competitors and us. Furthermore, speculation in the press or investment community about our strategic position, financial condition, results of operations, business, security of our products, or significant transactions can cause changes in our stock price. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology companies, in particular, and that have often been unrelated to the operating performance of these companies. These factors, as well as general economic and political conditions and the announcement of proposed and completed acquisitions or other significant transactions, or any difficulties associated with such transactions, by us or our current or potential competitors, may materially adversely affect the market price of our common stock in the future. Additionally, volatility, lack of positive performance in our stock price or changes to our overall compensation program, including our stock incentive program, may adversely affect our ability to retain key employees, virtually all of whom are compensated, in part, based on the performance of our stock price.

THERE CAN BE NO ASSURANCE THAT OUR OPERATING RESULTS AND FINANCIAL CONDITION WILL NOT BE ADVERSELY AFFECTED BY OUR INCURRENCE OF DEBT

We have senior unsecured notes outstanding in an aggregate principal amount of $20.8 billion that mature at specific dates from calendar year 2014 through 2040. We have also established a commercial paper program under which we may issue short-term, unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.0 billion, and we had no commercial paper notes outstanding under this program as of April 26, 2014. The outstanding senior unsecured notes bear fixed-rate interest payable semiannually, except $2.35 billion of the notes which bears interest at a floating rate payable quarterly. The fair value of the long-term debt is subject to market interest rate volatility. The instruments governing the senior unsecured notes contain certain covenants applicable to us and our wholly-owned subsidiaries that may adversely affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. In addition, we will be required to have available in the United States sufficient cash to repay all of our notes on maturity. There can be no assurance that our incurrence of this debt or any future debt will be a better means of providing liquidity to us than would our use of our existing cash resources, including cash currently held offshore. Further, we cannot be assured that our maintenance of this indebtedness or incurrence of future indebtedness will not adversely affect our operating results or financial condition. In addition, changes by any rating agency to our credit rating can negatively impact the value and liquidity of both our debt and equity securities, as well as the terms upon which we may borrow under our commercial paper program.

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds


(a)	None.


(b)	None.


(c)	Issuer Purchases of Equity Securities (in millions, except per-share amounts):



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
January 26, 2014 to February 22, 2014	49	$	22.15	49	$	10,982
February 23, 2014 to March 22, 2014	21	$	21.84	21	$	10,533
March 23, 2014 to April 26, 2014	20	$	22.83	20	$	10,069
Total	90	$	22.24	90

On September 13, 2001, we announced that our Board of Directors had authorized a stock repurchase program. As of April 26, 2014, our Board of Directors had authorized the repurchase of up to $97 billion of common stock under this program. As of April 26, 2014, we had repurchased and retired 4.2 billion shares of our common stock at an average price of $20.56 per share for an aggregate purchase price of $86.9 billion since inception of the stock repurchase program, and the remaining authorized amount for stock repurchases under this program was $10.1 billion with no termination date.

For the majority of restricted stock units granted, the number of shares issued on the date the restricted stock units vest is net of the effect of the minimum statutory tax withholding requirements with the appropriate taxing authorities. Although these withheld shares are not issued or considered common stock repurchases under our stock repurchase program and therefore are not included in the preceding table, they are treated as common stock repurchases in our financial statements as they reduce the number of shares that would have been issued upon vesting (see Note 13 to the Consolidated Financial Statements).

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Item 3.	Defaults Upon Senior Securities
	None.



Item 4.	Mine Safety Disclosures
	Not Applicable.



Item 5.	Other Information
	None.



Item 6.	Exhibits

The following documents are filed as Exhibits to this report:



4.1		Indenture, dated March 3, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K (File No. 000-18225) filed March 3, 2014)
4.2		Form of Officer’s Certificate setting forth the terms of the Notes (incorporated by reference to Exhibit 4.2 of Form 8-K (File No. 000-18225) filed March 3, 2014)
10.1		Underwriting Agreement, dated February 24, 2014, among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Merill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of Form 8-K (File No. 000-18225) filed February 26, 2014)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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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 thereunto duly authorized.




		Cisco Systems, Inc.

Date:	May 22, 2014	By	/s/ Frank A. Calderoni
			Frank A. Calderoni Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

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EXHIBIT INDEX



4.1		Indenture, dated March 3, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K (File No. 000-18225) filed March 3, 2014)
4.2		Form of Officer’s Certificate setting forth the terms of the Notes (incorporated by reference to Exhibit 4.2 of Form 8-K (File No. 000-18225) filed March 3, 2014)
10.1		Underwriting Agreement, dated February 24, 2014, among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Merill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of Form 8-K (File No. 000-18225) filed February 26, 2014)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document