8-K

CISCO SYSTEMS, INC. (CSCO)

8-K 2021-02-09 For: 2021-02-09
View Original
Added on April 02, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2021

CISCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-39940 77-0059951
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
170 West Tasman Drive, San Jose, California 95134-1706
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(Address of principal executive offices) (Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol(s) Name of each exchange<br> <br>on which registered
Common Stock, par value $0.001 per share CSCO The Nasdaq Stock Market LLC

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

Emerging growth company  ☐

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

Item 2.02. Results of Operations and Financial Condition.

On February 9, 2021, Cisco Systems, Inc. (“Cisco”) reported its results of operations for its fiscal second quarter 2021 ended January 23, 2021. A copy of the press release issued by Cisco concerning the foregoing results is furnished herewith as Exhibit 99.1.

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

The attached exhibit includes non-GAAP net income, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income and margin, non-GAAP effective tax rates, non-GAAP interest and other income (loss), net, and non-GAAP net income per share data for the periods presented. It also includes future estimated ranges for gross margin, operating margin, tax provision rate and EPS on a non-GAAP basis.

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

Cisco believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations.

For its internal budgeting process, Cisco’s management uses financial statements that do not include, when applicable, share-based compensation expense, amortization of acquisition-related intangible assets, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation settlements and other contingencies (such as legal and indemnification settlements and the supplier component remediation amounts), gains and losses on equity investments, the income tax effects of the foregoing, and significant tax matters. Cisco’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Cisco. In prior periods, Cisco has excluded other items that it no longer excludes for purposes of its non-GAAP financial measures. From time to time in the future, there may be other items that Cisco may exclude for purposes of its internal budgeting process and in reviewing its financial results.

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

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

Amortization of acquisition-related intangible assets. Cisco incurs amortization of intangible assets (which may include impairment charges from the write-downs of purchased intangible assets) in connection with acquisitions. Such intangible assets may include purchased intangible assets with finite lives, capitalized in process research and development and goodwill. Cisco excludes these items because Cisco does not believe these expenses are reflective of ongoing operating results in the period incurred. These amounts arise from Cisco’s prior acquisitions and have no direct correlation to the operation of Cisco’s business.

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

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

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

Gains and losses on equity investments. Cisco does not actively trade equity securities nor does it plan on these investments for funding of ongoing operations, and investments. Cisco excludes gains and losses on these investments because it does not believe they are reflective of ongoing business and operating results.

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

Significant tax matters. Cisco may incur tax charges or benefits that are (i) related to prior periods or (ii) not reflective of its ongoing provision for income taxes. These tax charges or benefits may be the result of events such as changes in tax legislation, court decisions, and/or tax settlements. Cisco excludes these charges or benefits, when significant, because it does not believe they are reflective of ongoing business and operating results.

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number Description of Document
99.1 Press Release of Cisco, dated February 9, 2021, reporting the results of operations for Cisco’s fiscal second quarter ended January 23, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CISCO SYSTEMS, INC.
Dated: February 9, 2021 By: /s/ R. Scott Herren
Name: R. Scott Herren
Title: Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Press Contact: Investor Relations Contact:
Robyn Blum Marilyn Mora
Cisco Cisco
1 (408) 930-8548 1 (408) 527-7452
rojenkin@cisco.com marilmor@cisco.com

CISCO REPORTS SECOND QUARTER EARNINGS

News Summary:

Total product order growth of 1% year over year
Product revenue strength across Catalyst 9000, Data Center Switching, Security, Wireless and Webex portfolios<br>
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Great progress on business transformation to more software and subscription, with 76% of software revenue sold as<br>a subscription
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Dividend increased 3%
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Q2 Results:
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Revenue: $12.0 billion
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Flat year over year
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Earnings per Share: GAAP: $0.60; Non-GAAP: $0.79<br>
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GAAP EPS decreased (12)% year over year
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Non-GAAP EPS increased 3% year over year
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Q3 Guidance:
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Revenue: 3.5% to 5.5% growth year over year
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Earnings per Share: GAAP: $0.64 to $0.69; Non-GAAP: $0.80 to $0.82<br>
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SAN JOSE, Calif. — February 9, 2021 — Cisco today reported second quarter results for the period ended January 23, 2021. Cisco reported second quarter revenue of $12.0 billion, net income on a generally accepted accounting principles (GAAP) basis of $2.5 billion or $0.60 per share, and non-GAAP net income of $3.4 billion or $0.79 per share.

“We are seeing encouraging signs of strength across our business showing how our technology will be a powerful engine for recovery and growth,” said Chuck Robbins, chairman and CEO of Cisco. “Our team delivered a strong performance as we partnered with customers on accelerating their digital transformation and driving secure, remote work.”

“Cisco executed well in Q2, delivering growth in orders, strong margins, and growth in non-GAAP EPS, while continuing to grow deferred revenue in double-digits through the shift to more software and subscriptions,” said Scott Herren, CFO of Cisco.

GAAP Results

Q2 FY 2021 Q2 FY 2020 Vs. Q2 FY 2020
Revenue $ 12.0 billion $ 12.0 billion %
Net Income $ 2.5 billion $ 2.9  billion (12 )%
Diluted Earnings per Share (EPS) $ 0.60 $ 0.68 (12 )%

Non-GAAP Results

Q2 FY 2021 Q2 FY 2020 Vs. Q2 FY 2020
Net Income $ 3.4 billion $ 3.3 billion 2 %
EPS $ 0.79 $ 0.77 3 %

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

1

Cisco Increases Quarterly Cash Dividend

Cisco declared a quarterly dividend of $0.37 per common share, a $0.01 increase or up 3% over the previous quarter’s dividend, to be paid on April 28, 2021 to all stockholders of record as of the close of business on April 6, 2021. Future dividends will be subject to Board approval.

Financial Summary

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

Q2 FY 2021 Highlights

Revenue — Total revenue was flat at $12.0 billion, with product revenue down 1% and service revenue up 2%. Revenue by geographic segment was: Americas down 1%, EMEA up 2%, and APJC down 4%. Product revenue was led by growth in Security, up 10%. Infrastructure Platforms was down 3% and Applications was flat.

Gross Margin — On a GAAP basis, total gross margin, product gross margin, and service gross margin were 65.1%, 64.5%, and 66.6%, respectively, as compared with 64.7%, 63.9%, and 66.6%, respectively, in the second quarter of fiscal 2020.

On a non-GAAP basis, total gross margin, product gross margin, and service gross margin were 66.9%, 66.6%, and 67.9%, respectively, as compared with 66.4%, 65.9%, and 67.7%, respectively, in the second quarter of fiscal 2020.

Total gross margins by geographic segment were: 67.5% for the Americas, 66.9% for EMEA and 64.8% for APJC.

Operating Expenses — **** On a GAAP basis, operating expenses were $4.6 billion, up 4%, and were 38.1% of revenue. Non-GAAP operating expenses were $3.9 billion, down 1%, and were 32.6% of revenue.

Operating Income— GAAP operating income was $3.2 billion, down 5%, with GAAP operating margin of 26.9%. Non-GAAP operating income was $4.1 billion, up 2%, with non-GAAP operating margin at 34.4%.

Provision for Income Taxes — The GAAP tax provision rate was 21.8%. The non-GAAP tax provision rate was 19.0%.

Net Income and EPS — On a GAAP basis, net income was $2.5 billion, a decrease of 12%, and EPS was $0.60, a decrease of 12%. On a non-GAAP basis, net income was $3.4 billion, an increase of 2%, and EPS was $0.79, an increase of 3%.

Cash Flow from Operating Activities — $3.0 billion for the second quarter of fiscal 2021, a decrease of 22% compared with $3.8 billion for the second quarter of fiscal 2020.

Balance Sheet and Other Financial Highlights

Cash and Cash Equivalents and Investments — $30.6 billion at the end of the second quarter of fiscal 2021, compared with $29.4 billion at the end of fiscal 2020.

Deferred Revenue — $20.8 billion, up 12% in total, with deferred product revenue up 16%. Deferred service revenue was up 9%.

Remaining Performance Obligations $28.2 billion at the end of the second quarter of fiscal 2021, up 13%.

Capital Allocation — In the second quarter of fiscal 2021, we returned $2.3 billion to shareholders through share buybacks and dividends. We declared and paid a cash dividend of $0.36 per common share, or $1.5 billion, and repurchased approximately 19 million shares of common stock under our stock repurchase program at an average price of $42.82 per share for an aggregate purchase price of $801 million. The remaining authorized amount for stock repurchases under the program is $9.2 billion with no termination date.

Acquisitions

In the second quarter of fiscal 2021, we closed the acquisition of Portshift, a privately held applications security solutions company, and the acquisition of assets and the team of Banzai Cloud Zrt., a company that specializes in deploying cloud-native applications.

In the second quarter of fiscal 2021, we announced an amendment to the definitive merger agreement under which we previously agreed to acquire Acacia Communications, Inc., a public fabless semiconductor company that develops, manufactures and sells high-speed coherent optical interconnect products that are designed to transform communications networks through improvements in performance, capacity and cost. Under the terms of the amended agreement, Cisco would acquire Acacia for $115 per share in cash, or for approximately $4.5 billion on a fully diluted basis, net of cash and marketable securities. The acquisition is expected to close during the third quarter of fiscal 2021, subject to closing conditions, including Acacia stockholder approval. All required regulatory approvals have been received.

2

We announced our intent to acquire IMImobile PLC, a United Kingdom publicly-traded cloud communications software and services company. The acquisition is expected to close during the third quarter of fiscal 2021, subject to certain regulatory approvals and IMImobile shareholder approval.

In addition, we announced our intent to acquire Dashbase, Inc., an enterprise software company, which closed in the third quarter of fiscal 2021. We also announced our intent to acquire Slido s.r.o, a privately held company that provides an audience interaction platform. The acquisition is expected to close during the second half of fiscal 2021, subject to customary closing conditions and regulatory approvals.

3

Guidance for Q3 FY 2021

Cisco expects to achieve the following results for the third quarter of fiscal 2021:

Q3 FY 2021
Revenue 3.5% - 5.5% growth Y/Y
Non-GAAP gross margin rate 65% - 66%
Non-GAAP operating margin rate 33% - 34%
Non-GAAP tax provision rate 19%
Non-GAAP EPS $0.80 - $0.82

Cisco’s third quarter of fiscal 2021 will have 14 weeks compared to 13 weeks for the third quarter of fiscal 2020 which is reflected in the guidance.

Cisco estimates that GAAP EPS will be $0.64 to $0.69 in the third quarter of fiscal 2021.

A reconciliation between the Guidance for Q3 FY 2021 on a GAAP and non-GAAP basis is provided in the table entitled “GAAP to non-GAAP Guidance for Q3 FY 2021” located in the section entitled “Reconciliations of GAAP to non-GAAP Measures.”

Editor’s Notes:

Q2 fiscal year 2021 conference call to discuss Cisco’s results along with its guidance will be held on<br>Tuesday, February 9, 2021 at 1:30 p.m. Pacific Time. Conference call number is 1-888-848-6507 (United States) or 1-212-519-0847 (international).
Conference call replay will be available from 4:00 p.m. Pacific Time, February 9, 2021 to 4:00 p.m. Pacific<br>Time, February 16, 2021 at 1-800-391-9851 (United States) or<br>1-203-369-3268 (international). The replay will also be available via webcast on the Cisco Investor Relations website at<br>https://investor.cisco.com.
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Additional information regarding Cisco’s financials, as well as a webcast of the conference call with<br>visuals designed to guide participants through the call, will be available at 1:30 p.m. Pacific Time, February 9, 2021. Text of the conference call’s prepared remarks will be available within 24 hours of completion of the call. The webcast<br>will include both the prepared remarks and the question-and-answer session. This information, along with the GAAP to non-GAAP<br>reconciliation information, will be available on the Cisco Investor Relations website at https://investor.cisco.com.
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4

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per-share amounts)

(Unaudited)

Three Months Ended Six Months Ended
January 23,<br>2021 January 25,<br>2020 January 23,<br>2021 January 25,<br>2020
REVENUE:
Product $ 8,572 $ 8,671 $ 17,159 $ 18,549
Service 3,388 3,334 6,730 6,615
Total revenue 11,960 12,005 23,889 25,164
COST OF SALES:
Product 3,044 3,126 6,250 6,650
Service 1,132 1,115 2,274 2,286
Total cost of sales 4,176 4,241 8,524 8,936
GROSS MARGIN 7,784 7,764 15,365 16,228
OPERATING EXPENSES:
Research and development 1,527 1,570 3,139 3,236
Sales and marketing 2,277 2,279 4,494 4,759
General and administrative 484 455 1,028 974
Amortization of purchased intangible assets 39 38 75 74
Restructuring and other charges 234 42 836 226
Total operating expenses 4,561 4,384 9,572 9,269
OPERATING INCOME 3,223 3,380 5,793 6,959
Interest income 161 242 335 515
Interest expense (113 ) (158 ) (225 ) (336 )
Other income (loss), net (16 ) 70 33 82
Interest and other income (loss), net 32 154 143 261
INCOME BEFORE PROVISION FOR INCOME TAXES 3,255 3,534 5,936 7,220
Provision for income taxes 710 656 1,217 1,416
NET INCOME $ 2,545 $ 2,878 $ 4,719 $ 5,804
Net income per share:
Basic $ 0.60 $ 0.68 $ 1.12 $ 1.37
Diluted $ 0.60 $ 0.68 $ 1.11 $ 1.36
Shares used in per-share calculation:
Basic 4,223 4,242 4,227 4,244
Diluted 4,234 4,260 4,239 4,265

5

CISCO SYSTEMS, INC.

REVENUE BY SEGMENT

(Inmillions, except percentages)

January 23, 2021
Three Months Ended Six Months Ended
Amount Y/Y% Amount Y/Y%
Revenue:
Americas $ 6,969 (1 )% $ 14,168 (5 )%
EMEA 3,207 2 % 6,171 (4 )%
APJC 1,784 (4 )% 3,551 (6 )%
Total $ 11,960 % $ 23,889 (5 )%

Amounts may not sum and percentages may not recalculate due to rounding.

CISCO SYSTEMS, INC.

GROSS MARGIN PERCENTAGE BY SEGMENT

(In percentages)

January 23, 2021
Three Months Ended Six Months Ended
Gross Margin Percentage:
Americas 67.5 % 67.4 %
EMEA 66.9 % 65.4 %
APJC 64.8 % 63.9 %

CISCO SYSTEMS, INC.

REVENUE FOR GROUPS OF SIMILAR PRODUCTS AND SERVICES

(In millions, except percentages)

January 23, 2021
Three Months Ended Six Months Ended
Amount Y/Y% Amount Y/Y%
Revenue:
Infrastructure Platforms $ 6,391 (3 )% $ 12,732 (10 )%
Applications 1,354 % 2,734 (4 )%
Security 822 10 % 1,684 8 %
Other Products 4 (39 )% 9 (49 )%
Total Product 8,572 (1 )% 17,159 (7 )%
Services 3,388 2 % 6,730 2 %
Total $ 11,960 % $ 23,889 (5 )%

Amounts may not sum and percentages may not recalculate due to rounding.

6

CISCO SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

July 25, 2020
ASSETS
Current assets:
Cash and cash equivalents 11,793 $ 11,809
Investments 18,795 17,610
Accounts receivable, net of allowance for doubtful accounts of 102 at January 23, 2021 and<br>143 at July 25, 2020 4,307 5,472
Inventories 1,436 1,282
Financing receivables, net 5,027 5,051
Other current assets 2,553 2,349
Total current assets 43,911 43,573
Property and equipment, net 2,386 2,453
Financing receivables, net 5,100 5,714
Goodwill 34,733 33,806
Purchased intangible assets, net 1,462 1,576
Deferred tax assets 4,109 3,990
Other assets 3,900 3,741
TOTAL ASSETS 95,601 $ 94,853
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt 5,000 $ 3,005
Accounts payable 1,867 2,218
Income taxes payable 763 839
Accrued compensation 3,295 3,122
Deferred revenue 11,552 11,406
Other current liabilities 4,791 4,741
Total current liabilities 27,268 25,331
Long-term debt 9,554 11,578
Income taxes payable 8,084 8,837
Deferred revenue 9,294 9,040
Other long-term liabilities 2,280 2,147
Total liabilities 56,480 56,933
Total equity 39,121 37,920
TOTAL LIABILITIES AND EQUITY 95,601 $ 94,853

All values are in US Dollars.

7

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Six Months Ended
January 23,<br>2021 January 25,<br>2020
Cash flows from operating activities:
Net income $ 4,719 $ 5,804
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other 887 918
Share-based compensation expense 874 779
Provision (benefit) for receivables (10 ) 46
Deferred income taxes (91 ) 128
(Gains) losses on divestitures, investments and other, net (86 ) (162 )
Change in operating assets and liabilities, net of effects of acquisitions and<br>divestitures:
Accounts receivable 1,245 1,084
Inventories (145 ) 25
Financing receivables 748 408
Other assets (212 ) 130
Accounts payable (358 ) (126 )
Income taxes, net (836 ) (1,007 )
Accrued compensation 125 (521 )
Deferred revenue 226 236
Other liabilities (16 ) (355 )
Net cash provided by operating activities 7,070 7,387
Cash flows from investing activities:
Purchases of investments (6,025 ) (4,250 )
Proceeds from sales of investments 1,374 3,410
Proceeds from maturities of investments 3,373 4,044
Acquisitions and divestitures (860 ) (163 )
Purchases of investments in privately held companies (95 ) (97 )
Return of investments in privately held companies 58 91
Acquisition of property and equipment (358 ) (391 )
Proceeds from sales of property and equipment 9 131
Other (4 ) (10 )
Net cash (used in) provided by investing activities (2,528 ) 2,765
Cash flows from financing activities:
Issuances of common stock 306 334
Repurchases of common stock—repurchase program (1,569 ) (1,648 )
Shares repurchased for tax withholdings on vesting of restricted stock units (317 ) (437 )
Short-term borrowings, original maturities of 90 days or less, net (3,470 )
Repayments of debt (5,220 )
Dividends paid (3,041 ) (2,972 )
Other 70 (12 )
Net cash used in financing activities (4,551 ) (13,425 )
Net decrease in cash, cash equivalents, and restricted cash (9 ) (3,273 )
Cash, cash equivalents, and restricted cash, beginning of period 11,812 11,772
Cash, cash equivalents, and restricted cash, end of period $ 11,803 $ 8,499
Supplemental cash flow information:
Cash paid for interest $ 220 $ 349
Cash paid for income taxes, net $ 2,142 $ 2,295

8

CISCO SYSTEMS, INC.

DEFERRED REVENUE

(Inmillions)

January 23,<br>2021 October 24,<br>2020 January 25,<br>2020
Deferred revenue:
Product $ 8,332 $ 8,139 $ 7,160
Service 12,514 12,334 11,526
Total $ 20,846 $ 20,473 $ 18,686
Reported as:
Current $ 11,552 $ 11,271 $ 10,638
Noncurrent 9,294 9,202 8,048
Total $ 20,846 $ 20,473 $ 18,686

CISCO SYSTEMS, INC.

REMAINING PERFORMANCE OBLIGATIONS

(In millions, except percentages)

January 23, 2021 October 24, 2020 January 25, 2020
Amount Y/Y% Amount Y/Y% Amount Y/Y%
Product $ 11,666 17 % $ 11,340 15 % $ 9,933 25 %
Service 16,512 10 % 16,129 8 % 14,998 3 %
Total $ 28,178 13 % $ 27,469 10 % $ 24,931 11 %

CISCO SYSTEMS, INC.

DIVIDENDS PAID AND REPURCHASES OF COMMON STOCK

(In millions, except per-share amounts)

DIVIDENDS STOCK REPURCHASE PROGRAM TOTAL
Quarter Ended Per Share Amount Shares Weighted-<br>Average Price<br>per Share Amount Amount
Fiscal 2021
January 23, 2021 $ 0.36 $ 1,521 19 $ 42.82 $ 801 $ 2,322
October 24, 2020 $ 0.36 $ 1,520 20 $ 40.44 $ 800 $ 2,320
Fiscal 2020
July 25, 2020 $ 0.36 $ 1,525 $ $ $ 1,525
April 25, 2020 $ 0.36 $ 1,519 25 $ 39.71 $ 981 $ 2,500
January 25, 2020 $ 0.35 $ 1,486 18 $ 46.71 $ 870 $ 2,356
October 26, 2019 $ 0.35 $ 1,486 16 $ 48.91 $ 768 $ 2,254

9

CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GAAP TO NON-GAAP NET INCOME

(In millions)

Three Months Ended Six Months Ended
January 23,<br>2021 January 25,<br>2020 January 23,<br>2021 January 25,<br>2020
GAAP net income $ 2,545 $ 2,878 $ 4,719 $ 5,804
Adjustments to cost of sales:
Share-based compensation expense 68 59 133 116
Amortization of acquisition-related intangible assets 152 150 315 300
Acquisition-related/divestiture costs 1 1 2 2
Legal and indemnification settlements/charges 43 4
Total adjustments to GAAP cost of sales 221 210 493 422
Adjustments to operating expenses:
Share-based compensation expense 358 320 720 653
Amortization of acquisition-related intangible assets 39 38 75 74
Acquisition-related/divestiture costs 34 53 93 125
Significant asset impairments and restructurings 234 42 836 226
Total adjustments to GAAP operating expenses 665 453 1,724 1,078
Adjustments to interest and other income (loss), net:
Acquisition-related/divestiture costs (2 ) (2 )
(Gains) and losses on equity investments 13 (87 ) (35 ) (100 )
Total adjustments to GAAP interest and other income (loss), net 11 (87 ) (37 ) (100 )
Total adjustments to GAAP income before provision for income taxes 897 576 2,180 1,400
Income tax effect of non-GAAP adjustments (162 ) (166 ) (408 ) (375 )
Significant tax matters 83 83 67
Total adjustments to GAAP provision for income taxes (79 ) (166 ) (325 ) (308 )
Non-GAAP net income $ 3,363 $ 3,288 $ 6,574 $ 6,896

10

CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GAAP TO NON-GAAP EPS

Three Months Ended Six Months Ended
January 23,<br>2021 January 25,<br>2020 January 23,<br>2021 January 25,<br>2020
GAAP EPS $ 0.60 $ 0.68 $ 1.11 $ 1.36
Adjustments to GAAP:
Share-based compensation expense 0.10 0.09 0.20 0.18
Amortization of acquisition-related intangible assets 0.05 0.04 0.09 0.09
Acquisition-related/divestiture costs 0.01 0.01 0.02 0.03
Legal and indemnification settlements/charges 0.01
Significant asset impairments and restructurings 0.06 0.01 0.20 0.05
(Gains) and losses on equity investments (0.02 ) (0.01 ) (0.02 )
Income tax effect of non-GAAP adjustments (0.04 ) (0.04 ) (0.10 ) (0.09 )
Significant tax matters 0.02 0.02 0.02
Non-GAAP EPS $ 0.79 $ 0.77 $ 1.55 $ 1.62

Amounts may not sum due to rounding.

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CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GROSS MARGINS, OPERATING EXPENSES, OPERATING MARGINS, INTEREST AND OTHER INCOME (LOSS), NET, AND NET INCOME

(In millions, except percentages)

Three Months Ended
January 23, 2021
Product<br>Gross<br>Margin Service<br>Gross<br>Margin Total<br>Gross<br>Margin Operating<br>Expenses Y/Y Operating<br>Income Y/Y Interest<br>and other<br>income<br>(loss), net Net<br>Income Y/Y
GAAP amount $ 5,528 $ 2,256 $ 7,784 $ 4,561 4 % $ 3,223 (5 )% $ 32 $ 2,545 (12 )%
% of revenue 64.5 % 66.6 % 65.1 % 38.1 % 26.9 % 0.3 % 21.3 %
Adjustments to GAAP amounts:
Share-based compensation expense 25 43 68 358 426 426
Amortization of acquisition-related intangible assets 152 152 39 191 191
Acquisition/divestiture-related costs 1 1 34 35 (2 ) 33
Significant asset impairments and restructurings 234 234 234
(Gains) and losses on equity investments 13 13
Income tax effect/significant tax matters (79 )
Non-GAAP amount $ 5,706 $ 2,299 $ 8,005 $ 3,896 (1 )% $ 4,109 2 % $ 43 $ 3,363 2 %
% of revenue 66.6 % 67.9 % 66.9 % 32.6 % 34.4 % 0.4 % 28.1 %
Three Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
January 25, 2020
Product<br>Gross<br>Margin Service<br>Gross<br>Margin Total<br>Gross<br>Margin Operating<br>Expenses Operating<br>Income Interest and<br>other<br>income<br>(loss), net Net<br>Income
GAAP amount $ 5,545 $ 2,219 $ 7,764 $ 4,384 $ 3,380 $ 154 $ 2,878
% of revenue 63.9 % 66.6 % 64.7 % 36.5 % 28.2 % 1.3 % 24.0 %
Adjustments to GAAP amounts:
Share-based compensation expense 23 36 59 320 379 379
Amortization of acquisition-related intangible assets 150 150 38 188 188
Acquisition/divestiture-related costs 1 1 53 54 54
Significant asset impairments and restructurings 42 42 42
(Gains) and losses on equity investments (87 ) (87 )
Income tax effect/significant tax matters (166 )
Non-GAAP amount $ 5,718 $ 2,256 $ 7,974 $ 3,931 $ 4,043 $ 67 $ 3,288
% of revenue 65.9 % 67.7 % 66.4 % 32.7 % 33.7 % 0.6 % 27.4 %

Amounts may not sum and percentages may not recalculate due to rounding.

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CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GROSS MARGINS, OPERATING EXPENSES, OPERATING MARGINS, INTEREST AND OTHER INCOME (LOSS), NET, AND NET INCOME

(In millions, except percentages)

Six Months Ended
January 23, 2021
Product<br>Gross<br>Margin Service<br>Gross<br>Margin Total<br>Gross<br>Margin Operating<br>Expenses Y/Y Operating<br>Income Y/Y Interest<br>and other<br>income<br>(loss), net Net<br>Income Y/Y
GAAP amount $ 10,909 $ 4,456 $ 15,365 $ 9,572 3 % $ 5,793 (17 )% $ 143 $ 4,719 (19 )%
% of revenue 63.6 % 66.2 % 64.3 % 40.1 % 24.2 % 0.6 % 19.8 %
Adjustments to GAAP amounts:
Share-based compensation expense 49 84 133 720 853 853
Amortization of acquisition-related intangible assets 315 315 75 390 390
Acquisition/divestiture-related costs 1 1 2 93 95 (2 ) 93
Legal and indemnification settlements/charges 43 43 43 43
Significant asset impairments and restructurings 836 836 836
(Gains) and losses on equity investments (35 ) (35 )
Income tax effect/significant tax matters (325 )
Non-GAAP amount $ 11,317 $ 4,541 $ 15,858 $ 7,848 (4 )% $ 8,010 (5 )% $ 106 $ 6,574 (5 )%
% of revenue 66.0 % 67.5 % 66.4 % 32.9 % 33.5 % 0.4 % 27.5 %
Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
January 25, 2020
Product<br>Gross<br>Margin Service<br>Gross<br>Margin Total<br>Gross<br>Margin Operating<br>Expenses Operating<br>Income Interest and<br>other<br>income<br>(loss), net Net<br>Income
GAAP amount $ 11,899 $ 4,329 $ 16,228 $ 9,269 $ 6,959 $ 261 $ 5,804
% of revenue 64.1 % 65.4 % 64.5 % 36.8 % 27.7 % 1.0 % 23.1 %
Adjustments to GAAP amounts:
Share-based compensation expense 46 70 116 653 769 769
Amortization of acquisition-related intangible assets 300 300 74 374 374
Acquisition/divestiture-related costs 2 2 125 127 127
Legal and indemnification settlements 4 4 4 4
Significant asset impairments and restructurings 226 226 226
(Gains) and losses on equity investments (100 ) (100 )
Income tax effect/significant tax matters (308 )
Non-GAAP amount $ 12,249 $ 4,401 $ 16,650 $ 8,191 $ 8,459 $ 161 $ 6,896
% of revenue 66.0 % 66.5 % 66.2 % 32.6 % 33.6 % 0.6 % 27.4 %

Amounts may not sum and percentages may not recalculate due to rounding.

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CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

EFFECTIVE TAX RATE

(Inpercentages)

Three Months Ended Six Months Ended
January 23,<br>2021 January 25,<br>2020 January 23,<br>2021 January 25,<br>2020
GAAP effective tax rate 21.8 % 18.6 % 20.5 % 19.6 %
Total adjustments to GAAP provision for income taxes (2.8 )% 1.4 % (1.5 )% 0.4 %
Non-GAAP effective tax rate 19.0 % 20.0 % 19.0 % 20.0 %

GAAP TO NON-GAAP GUIDANCE FOR Q3 FY 2021

Q3 FY 2021 Gross Margin Rate Operating Margin<br>Rate Tax Provision<br>Rate Earnings per<br>Share ^(2)^
GAAP 63.5% - 64.5% 27% - 28% 19% $0.64 - $0.69
Estimated adjustments for:
Share-based compensation expense 0.5% 3.5% $0.08 - $0.09
Amortization of acquisition-related intangible assets and acquisition/divestiture-related<br>costs 1.0% 2.0% $0.04 - $0.05
Significant asset impairments and restructurings<br>^(1)^ 0.5% $0.01 - $0.02
Income tax effect of non-GAAP adjustments
Non-GAAP 65% - 66% 33% -34% 19% $0.80 - $0.82
^(1)^ In the first quarter of fiscal 2021, we initiated a restructuring plan, which includes a voluntary early<br>retirement program, in order to realign the organization and enable further investment in key priority areas with total estimated pretax charges of approximately $900 million consisting of severance and other<br>one-time termination benefits, and other costs. We recognized $602 million and $232 million of these charges during the first and second quarter of fiscal 2021, respectively. We expect to recognize<br>approximately $60 million of these charges in the third quarter of fiscal 2021 with the remaining amount to be recognized during the rest of the fiscal year.
--- ---
^(2)^ Estimated adjustments to GAAP earnings per share are shown after income tax effects.
--- ---

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

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Forward Looking Statements, Non-GAAP Information and AdditionalInformation

This release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding future events (such as continued encouraging signs of strength across our business showing how our technology will be a powerful engine for recovery and growth, our customers continuing to partner with us to accelerate their digital transformation and drive secure, remote work, and our continued growth of deferred revenue through the shift to more software and subscriptions) and the future financial performance of Cisco (including the guidance for Q3 FY 2021) that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including: the impact of the COVID-19 pandemic; business and economic conditions and growth trends in the networking industry, our customer markets and various geographic regions; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; the growth and evolution of the Internet and levels of capital spending on Internet-based systems; variations in customer demand for products and services, including sales to the service provider market and other customer markets; the return on our investments in certain priorities, key growth areas, and in certain geographical locations, as well as maintaining leadership in routing, switching and services; the timing of orders and manufacturing and customer lead times; changes in customer order patterns or customer mix; insufficient, excess or obsolete inventory; variability of component costs; variations in sales channels, product costs or mix of products sold; our ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses and technologies; our ability to achieve expected benefits of our partnerships; increased competition in our product and service markets, including the data center market; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; manufacturing and sourcing risks; product defects and returns; litigation involving patents, intellectual property, antitrust, shareholder and other matters, and governmental investigations; our ability to achieve the benefits of the announced restructuring and possible changes in the size and timing of the related charges; cyber-attacks, data breaches or malware; vulnerabilities and critical security defects; terrorism; natural catastrophic events; any other pandemic or epidemic; our ability to achieve the benefits anticipated from our investments in sales, engineering, service, marketing and manufacturing activities; our ability to recruit and retain key personnel; our ability to manage financial risk, and to manage expenses during economic downturns; risks related to the global nature of our operations, including our operations in emerging markets; currency fluctuations and other international factors; changes in provision for income taxes, including changes in tax laws and regulations or adverse outcomes resulting from examinations of our income tax returns; potential volatility in operating results; and other factors listed in Cisco’s most recent reports on Forms 10-Q and 10-K filed on November 17, 2020 and September 3, 2020, respectively. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in Cisco’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. Cisco’s results of operations for the three and six months ended January 23, 2021 are not necessarily indicative of Cisco’s operating results for any future periods. Any projections in this release are based on limited information currently available to Cisco, which is subject to change. Although any such projections and the factors influencing them will likely change, Cisco will not necessarily update the information, since Cisco will only provide guidance at certain points during the year. Such information speaks only as of the date of this release.

This release includes non-GAAP net income, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income and margin, non-GAAP effective tax rates, non-GAAP interest and other income (loss), net, and non-GAAP net income per share data for the periods presented. It also includes future estimated ranges for gross margin, operating margin, tax provision rate and EPS on a non-GAAP basis.

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

Cisco believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations.

For its internal budgeting process, Cisco’s management uses financial statements that do not include, when applicable, share-based compensation expense, amortization of acquisition-related intangible assets, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation settlements and other contingencies, gains and losses on equity investments, the income tax effects of the foregoing and significant tax matters. Cisco’s management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the financial results of Cisco. In prior periods, Cisco has excluded other items that it no longer excludes for purposes of its non-GAAP financial measures.

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From time to time in the future there may be other items that Cisco may exclude for purposes of its internal budgeting process and in reviewing its financial results. For additional information on the items excluded by Cisco from one or more of its non-GAAP financial measures, refer to the Form 8-K regarding this release furnished today to the Securities and Exchange Commission.

About Cisco

Cisco (Nasdaq: CSCO) is the worldwide leader in technology that powers the Internet. Cisco inspires new possibilities by reimagining your applications, securing your data, transforming your infrastructure, and empowering your teams for a global and inclusive future. Discover more at newsroom.cisco.com and follow us on Twitter at @Cisco.

Copyright ^©^ 2021 Cisco and/or its affiliates. All rights reserved. Cisco and the Cisco logo are trademarks or registered trademarks of Cisco and/or its affiliates in the U.S. and other countries. To view a list of Cisco trademarks, go to: www.cisco.com/go/trademarks. Third-party trademarks mentioned in this document are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Cisco and any other company. This document is Cisco Public Information.

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