Employee Benefit Plans

6 Months Ended

Jan. 27, 2024

(a)Employee Stock Incentive Plans

We have one stock incentive plan: the 2005 Stock Incentive Plan (the “2005 Plan”). In addition, we have, in connection with our 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 us and provide incentives for them to remain with us. The number and frequency of share-based awards are based on competitive practices, our operating results, government regulations, and other factors. Our primary stock incentive plan is summarized as follows:

The 2005 Plan provides for the granting of stock options, stock grants, stock units and stock appreciation rights (SARs), the vesting of which may be time-based or upon satisfaction of performance goals, or both, and/or other conditions. Employees (including employee directors and executive officers) and consultants of Cisco and its subsidiaries and affiliates and non-employee directors of Cisco are eligible to participate in the 2005 Plan. The 2005 Plan may be terminated by our Board of Directors at any time and for any reason, and is currently set to terminate at the 2030 Annual Meeting unless re-adopted or extended by our stockholders prior to or on such date.

Under the 2005 Plan’s share reserve feature, a distinction is made between the number of shares in the reserve attributable to (i) stock options and SARs and (ii) “full value” awards (i.e., stock grants and stock units). Shares issued as stock grants, pursuant to stock units or pursuant to the settlement of dividend equivalents are counted against shares available for issuance under the 2005 Plan on a 1.5-to-1 ratio. For each share awarded as restricted stock or a restricted stock unit award under the 2005 Plan, 1.5 shares was deducted from the available share-based award balance. If awards issued under the 2005 Plan are forfeited or terminated for any reason before being exercised or settled, then the shares underlying such awards, plus the number of additional shares, if any, that counted against shares available for issuance under the 2005 Plan at the time of grant as a result of the application of the share ratio described above, will become available again for issuance under the 2005 Plan. As of January 27, 2024, 156 million shares were authorized for future grant under the 2005 Plan.

(b)Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan under which 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 amount of shares of our stock at a discount of up to 15% of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. The Employee Stock Purchase Plan is scheduled to terminate on the earlier of (i) January 3, 2030 and (ii) the date on which all shares available for issuance under the Employee Stock Purchase Plan are sold pursuant to exercised purchase rights. Under the Employee Stock Purchase Plan, we issued 10 million shares during the second quarter and first six months of fiscal 2024 and 9 million shares during the second quarter and first six months of fiscal 2023. As of January 27, 2024, 78 million shares were available for issuance under the Employee Stock Purchase Plan.

(c)Summary of Share-Based Compensation Expense

Share-based compensation expense consists primarily of expenses for RSUs and stock purchase rights, granted to employees or assumed from acquisitions. The following table summarizes share-based compensation expense (in millions):


	Three Months Ended				Six Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Cost of sales—product	$	58	$	40	$	100	$	71
Cost of sales—service	81		66		142		116
Share-based compensation expense in cost of sales	139		106		242		187
Research and development	344		261		618		465
Sales and marketing	221		166		407		319
General and administrative	97		71		187		129
Restructuring and other charges	1		(3)		9		(3)
Share-based compensation expense in operating expenses	663		495		1,221		910
Total share-based compensation expense	$	802	$	601	$	1,463	$	1,097
Income tax benefit for share-based compensation	$	202	$	109	$	345	$	208

As of January 27, 2024, the total compensation cost related to unvested share-based awards not yet recognized was $5.4 billion which is expected to be recognized over approximately 2.2 years on a weighted-average basis.

(d)Restricted Stock Unit Awards

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


	Restricted Stock/ Stock Units	Weighted-Average Grant Date Fair Value per Share		Aggregate Fair Value
Unvested balance at July 30, 2022	97	$	46.67
Granted and assumed	72	42.08
Vested	(39)	46.69		$	1,746
Canceled/forfeited/other	(8)	45.17
Unvested balance at July 29, 2023	122	$	44.04
Granted and assumed	48	50.58
Vested	(34)	42.87		$	1,733
Canceled/forfeited/other	(4)	44.50
Unvested balance at January 27, 2024	132	$	46.69