8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2019

CISCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California	0-18225	77-0059951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
170 West Tasman Drive, San Jose, California		95134-1706
(Address of principal executive offices)		(Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange 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 May 15, 2019, Cisco Systems, Inc. (“Cisco”) reported its results of operations for its fiscal third quarter 2019 ended April 27, 2019. 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.

Cisco divested the Service Provider Video Software Solutions (“SPVSS”) business during the second quarter of fiscal 2019 on October 28, 2018. The attached exhibit includes, where indicated, financial measures that exclude the SPVSS business. Cisco believes that the presentation of these measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations because the SPVSS business is no longer part of and will not be part of Cisco on a go forward basis. Cisco’s management also uses the financial measures excluding the SPVSS business in reviewing the financial results of Cisco.

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 (including the Tax Cuts and Jobs Act), 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 Number	Description of Document
99.1	Press Release of Cisco, dated May 15, 2019, reporting the results of operations for Cisco’s fiscal third quarter ended April 27, 2019.

SIGNATURES

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

		CISCO SYSTEMS, INC.
Dated: May 15, 2019	By:	/s/ Kelly A. Kramer
	Name:	Kelly A. Kramer
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

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

CISCO REPORTS THIRD QUARTER EARNINGS

• Q3 Results:

• Revenue: $13.0 billion

• Growth of 6% year over year (normalized to exclude the divested SPVSS business for Q3 FY 2018)

• Earnings per Share: GAAP: $0.69; Non-GAAP: $0.78

• Non-GAAP EPS increased 18% year over year

• Q4 Guidance (normalized to exclude the divested SPVSS business for Q4 FY 2018):

• Revenue: 4.5% to 6.5% growth year over year

• Earnings per Share: GAAP: $0.66 to $0.71; Non-GAAP: $0.80 to $0.82

SAN JOSE, Calif. — May 15, 2019 — Cisco today reported third quarter results for the period ended April 27, 2019. Cisco reported third quarter revenue of $13.0 billion, net income on a generally accepted accounting principles (GAAP) basis of $3.0 billion or $0.69 per share, and non-GAAP net income of $3.5 billion or $0.78 per share.

As previously disclosed, Cisco completed the divestiture of the Service Provider Video Software Solutions (SPVSS) business in the second quarter of fiscal 2019 on October 28, 2018. Revenue, non-GAAP financial information, and Q4 FY 2019 guidance have been normalized to exclude the SPVSS business from prior periods for comparative purposes.

“Our strong performance in the quarter was across the business, reflecting our customers’ confidence in our strategy, business model and market-leading portfolio,” said Chuck Robbins, chairman and CEO of Cisco. “Technology is at the heart of our customers’ strategies and we are building the technology to help them achieve their business objectives.”

GAAP Results

	Q3 FY 2019		Q3 FY 2018		Vs. Q3 FY 2018
Revenue (including SPVSS business for all periods)	$	13.0 billion	$	12.5 billion		4	%
Revenue (excluding SPVSS business for all periods)	$	13.0 billion	$	12.2 billion		6	%
Net Income	$	3.0 billion	$	2.7 billion		13	%
Diluted Earnings per Share (EPS)	$	0.69	$	0.56		23	%

Non-GAAP Results

	Q3 FY 2019		Q3 FY 2018		Vs. Q3 FY 2018
Net Income (excluding SPVSS business for all periods)	$	3.5 billion	$	3.2 billion		8	%
EPS (excluding SPVSS business for all periods)	$	0.78	$	0.66		18	%

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

“We executed well in Q3, delivering revenue growth of 6%, non-GAAP EPS growth of 18%, as well as strong margins and cash flow,” said Kelly Kramer, CFO of Cisco. “We continue to invest in our innovation pipeline to drive long-term profitable growth, while successfully evolving our business model through software offerings and subscriptions and delivering value for shareholders.”

1

Financial Summary

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

All revenue, non-GAAP, and geographic financial information in the “Q3 FY 2019 Highlights” section are presented excluding the SPVSS business for all periods as it was divested during the second quarter, on October 28, 2018.

Q3 FY 2019 Highlights

Revenue — Total revenue was $13.0 billion, up 6%, with product revenue up 7% and service revenue up 3%. Revenue by geographic segment was: Americas up 9%, EMEA up 5%, and APJC down 4%. Product revenue performance was broad based with growth in Security, up 21%, Applications, up 9%, and Infrastructure Platforms, up 5%.

Gross Margin — On a GAAP basis, total gross margin, product gross margin, and service gross margin were 63.1%, 62.0%, and 66.3%, respectively, as compared with 62.3%, 61.0%, and 65.8%, respectively, in the third quarter of fiscal 2018.

On a non-GAAP basis, total gross margin, product gross margin, and service gross margin were 64.6%, 63.7%, and 67.3%, respectively, as compared with 64.5%, 63.7%, and 67.1%, respectively, in the third quarter of fiscal 2018.

Total gross margins by geographic segment were: 65.6% for the Americas, 64.5% for EMEA and 60.7% for APJC.

Operating Expenses — On a GAAP basis, operating expenses were $4.7 billion, up 1%. Non-GAAP operating expenses were $4.2 billion, up 6%, and were 32.4% of revenue.

Operating Income — GAAP operating income was $3.5 billion, up 12%, with GAAP operating margin of 27.1%. Non-GAAP operating income was $4.2 billion, up 6%, with non-GAAP operating margin at 32.2%.

Provision for Income Taxes — The GAAP tax provision rate was 15.8%. The non-GAAP tax provision rate was 19.0%.

Net Income and EPS — On a GAAP basis, net income was $3.0 billion and EPS was $0.69. On a non-GAAP basis, net income was $3.5 billion, an increase of 8%, and EPS was $0.78, an increase of 18%.

Cash Flow from Operating Activities — $4.3 billion for the third quarter of fiscal 2019, an increase of 79% compared with $2.4 billion for the third quarter of fiscal 2018. Operating cash flow for the third quarter of fiscal 2018 included the payment of $1.3 billion of one-time foreign taxes as related to the Tax Cuts and Jobs Act. Operating cash flow increased 16%, normalized for these tax payments.

Balance Sheet and Other Financial Highlights

Cash and Cash Equivalents and Investments — $34.6 billion at the end of the third quarter of fiscal 2019, compared with $40.4 billion at the end of the second quarter of fiscal 2019, and compared with $46.5 billion at the end of fiscal 2018.

Deferred Revenue — $17.5 billion, down 8% in total, with deferred product revenue down 23%. Deferred service revenue was up 3%.

Capital Allocation — In the third quarter of fiscal 2019, we returned $7.5 billion to shareholders through share buybacks and dividends. We declared and paid a cash dividend of $0.35 per common share, or $1.5 billion, and repurchased approximately 116 million shares of common stock under our stock repurchase program at an average price of $52.14 per share for an aggregate purchase price of $6.0 billion. The remaining authorized amount for stock repurchases under the program is $18.0 billion with no termination date.

Acquisitions

In the third quarter of fiscal 2019, we closed the acquisitions of Luxtera, Inc., a privately held semiconductor company, and Singularity Networks, a privately held network infrastructure analytics company.

2

Guidance for Q4 FY 2019

Cisco expects to achieve the following results for the fourth quarter of fiscal 2019 (normalized to exclude the divested SPVSS business):

Q4 FY 2019
Revenue	4.5% - 6.5% growth Y/Y
Non-GAAP gross margin rate	64% - 65%
Non-GAAP operating margin rate	31% - 32%
Non-GAAP tax provision rate	19%
Non-GAAP EPS	$0.80 - $0.82

Revenue for the divested SPVSS business for the fourth quarter of fiscal 2018 was $206 million.

Cisco estimates that GAAP EPS will be $0.66 to $0.71 in the fourth quarter of fiscal 2019.

A reconciliation between the Guidance for Q4 FY 2019 on a GAAP and non-GAAP basis is provided in the table entitled “GAAP to non-GAAP Guidance for Q4 FY 2019” located in the section entitled “Reconciliations of GAAP to non-GAAP Measures.”

Editor’s Notes:

• Q3 fiscal year 2019 conference call to discuss Cisco’s results along with its guidance will be held on Wednesday, May 15, 2019 at 1:30 p.m. Pacific Time. Conference call number is 1-888-848-6507 (United States) or 1-212-519-0847 (international).

• Conference call replay will be available from 4:00 p.m. Pacific Time, May 15, 2019 to 4:00 p.m. Pacific Time, May 22, 2019 at 1-888-446-2545 (United States) or 1-402-998-1344 (international). The replay will also be available via webcast on the Cisco Investor Relations website at https://investor.cisco.com.

• Additional information regarding Cisco’s financials, as well as a webcast of the conference call with visuals designed to guide participants through the call, will be available at 1:30 p.m. Pacific Time, May 15, 2019. Text of the conference call’s prepared remarks will be available within 24 hours of completion of the call. The webcast will include both the prepared remarks and the question-and-answer session. This information, along with the GAAP to non-GAAP reconciliation information, will be available on the Cisco Investor Relations website at https://investor.cisco.com.

• Cisco is hosting Cisco Live, its premier annual customer and partner conference June 9-13 in San Diego, Calif. Register now for keynotes, hands-on learnings experiences, expert demonstrations and networking.

3

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per-share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	April 27, 2019			April 28, 2018			April 27, 2019			April 28, 2018
REVENUE:
Product	$	9,722		$	9,304		$	28,885		$	27,067
Service		3,236			3,159			9,591			9,419
Total revenue		12,958			12,463			38,476			36,486
COST OF SALES:
Product		3,693			3,625			11,106			10,594
Service		1,092			1,079			3,278			3,208
Total cost of sales		4,785			4,704			14,384			13,802
GROSS MARGIN		8,173			7,759			24,092			22,684
OPERATING EXPENSES:
Research and development		1,659			1,590			4,824			4,706
Sales and marketing		2,403			2,325			7,084			6,894
General and administrative		541			561			1,261			1,601
Amortization of purchased intangible assets		39			67			112			188
Restructuring and other charges		18			82			282			332
Total operating expenses		4,660			4,625			13,563			13,721
OPERATING INCOME		3,513			3,134			10,529			8,963
Interest income		331			380			1,003			1,155
Interest expense		(211	)		(237	)		(655	)		(719	)
Other income (loss), net		(18	)		(24	)		(10	)		48
Interest and other income (loss), net		102			119			338			484
INCOME BEFORE PROVISION FOR INCOME TAXES		3,615			3,253			10,867			9,447
Provision for income taxes (1)		571			562			1,452			13,140
NET INCOME (LOSS)	$	3,044		$	2,691		$	9,415		$	(3,693	)
Net income (loss) per share:
Basic	$	0.70		$	0.56		$	2.11		$	(0.76	)
Diluted	$	0.69		$	0.56		$	2.09		$	(0.76	)
Shares used in per-share calculation:
Basic		4,370			4,791			4,468			4,892
Diluted		4,415			4,844			4,509			4,892

The Consolidated Statements of Operations include the results of the SPVSS business prior to its divestiture during the second quarter of fiscal 2019 on October 28, 2018. Accordingly, the nine months ended April 27, 2019 includes three months of financial results for this business.

⁽¹⁾  The provision for income taxes for the nine months ended April 28, 2018 includes an $11.1 billion charge related to the enactment of the Tax Cuts and Jobs Act.

4

CISCO SYSTEMS, INC.

REVENUE BY SEGMENT

(In millions, except percentages)

	April 27, 2019
	Three Months Ended					Nine Months Ended
	Amount		Y/Y%			Amount		Y/Y%
Revenue:
Including SPVSS business for all periods:
Americas	$	7,695		7	%	$	22,798		6	%
EMEA		3,356		2	%		9,803		6	%
APJC		1,907		(6	)%		5,875		3	%
Total	$	12,958		4	%	$	38,476		5	%
Excluding SPVSS business for all periods:
Americas	$	7,695		9	%	$	22,721		7	%
EMEA		3,356		5	%		9,737		8	%
APJC		1,907		(4	)%		5,851		5	%
Total	$	12,958		6	%	$	38,309		7	%

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

During the second quarter of fiscal 2019 on October 28, 2018, we completed the divestiture of the SPVSS business. SPVSS business revenue for the three months ended April 28, 2018 was $219 million and for the nine months ended April 27, 2019 and April 28, 2018 was $168 million and $697 million, respectively.

CISCO SYSTEMS, INC.

GROSS MARGIN PERCENTAGE BY SEGMENT

(In percentages)

	April 27, 2019
	Three Months Ended			Nine Months Ended
Gross Margin Percentage:
Including SPVSS business for all periods:
Americas		65.6	%		65.4	%
EMEA		64.5	%		64.3	%
APJC		60.7	%		59.0	%
Excluding SPVSS business for all periods (1):
Americas		65.6	%		65.6	%
EMEA		64.5	%		64.4	%
APJC		60.7	%		59.1	%

⁽¹⁾  During the second quarter of fiscal 2019 on October 28, 2018, we completed the divestiture of the SPVSS business.

5

CISCO SYSTEMS, INC.

REVENUE FOR GROUPS OF SIMILAR PRODUCTS AND SERVICES

(In millions, except percentages)

	April 27, 2019
	Three Months Ended					Nine Months Ended
	Amount		Y/Y%			Amount		Y/Y%
Revenue:
Including SPVSS business for all periods:
Infrastructure Platforms	$	7,545		5	%	$	22,315		7	%
Applications		1,431		9	%		4,315		17	%
Security		707		21	%		2,016		17	%
Other Products		39		(83	)%		239		(69	)%
Total Product		9,722		4	%		28,885		7	%
Services		3,236		2	%		9,591		2	%
Total	$	12,958		4	%	$	38,476		5	%
Excluding SPVSS business for all periods:
Infrastructure Platforms	$	7,545		5	%	$	22,315		7	%
Applications		1,431		9	%		4,315		17	%
Security		707		21	%		2,016		17	%
Other Products		39		3	%		93		(39	)%
Total Product		9,722		7	%		28,739		9	%
Services		3,236		3	%		9,570		2	%
Total	$	12,958		6	%	$	38,309		7	%

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

During the second quarter of fiscal 2019 on October 28, 2018, we completed the divestiture of the SPVSS business. SPVSS business revenue for the three months ended April 28, 2018 was $219 million and for the nine months ended April 27, 2019 and April 28, 2018 was $168 million and $697 million, respectively.

6

CISCO SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	April 27, 2019		July 28, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	10,251	$	8,934
Investments		24,392		37,614
Accounts receivable, net of allowance for doubtful accounts of $124 at April 27, 2019 and $129 at July 28, 2018		3,795		5,554
Inventories		1,513		1,846
Financing receivables, net		5,029		4,949
Other current assets		2,331		2,940
Total current assets		47,311		61,837
Property and equipment, net		2,834		3,006
Financing receivables, net		4,862		4,882
Goodwill		33,544		31,706
Purchased intangible assets, net		2,398		2,552
Deferred tax assets		4,023		3,219
Other assets		2,315		1,582
TOTAL ASSETS	$	97,287	$	108,784
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	7,777	$	5,238
Accounts payable		2,022		1,904
Income taxes payable		953		1,004
Accrued compensation		2,872		2,986
Deferred revenue		10,117		11,490
Other current liabilities		4,172		4,413
Total current liabilities		27,913		27,035
Long-term debt		15,921		20,331
Income taxes payable		8,038		8,585
Deferred revenue		7,339		8,195
Other long-term liabilities		1,272		1,434
Total liabilities		60,483		65,580
Total equity		36,804		43,204
TOTAL LIABILITIES AND EQUITY	$	97,287	$	108,784

7

CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	April 27, 2019			April 28, 2018
Cash flows from operating activities:
Net income (loss)	$	9,415		$	(3,693	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization, and other		1,433			1,676
Share-based compensation expense		1,166			1,184
Provision (benefit) for receivables		32			(104	)
Deferred income taxes		(281	)		1,013
(Gains) losses on divestitures, investments and other, net		(79	)		(159	)
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable		1,560			1,064
Inventories		(1	)		(289	)
Financing receivables		(112	)		(165	)
Other assets		(736	)		(135	)
Accounts payable		52			148
Income taxes, net		(759	)		8,795
Accrued compensation		(68	)		53
Deferred revenue		421			415
Other liabilities		(154	)		(237	)
Net cash provided by operating activities		11,889			9,566
Cash flows from investing activities:
Purchases of investments		(1,176	)		(14,132	)
Proceeds from sales of investments		5,391			12,422
Proceeds from maturities of investments		10,797			12,259
Acquisitions and divestitures		(2,175	)		(2,762	)
Purchases of investments in privately held companies		(118	)		(126	)
Return of investments in privately held companies		127			163
Acquisition of property and equipment		(701	)		(620	)
Proceeds from sales of property and equipment		15			54
Other		(12	)		(16	)
Net cash provided by investing activities		12,148			7,242
Cash flows from financing activities:
Issuances of common stock		321			318
Repurchases of common stock—repurchase program		(16,042	)		(11,562	)
Shares repurchased for tax withholdings on vesting of restricted stock units		(601	)		(541	)
Short-term borrowings, original maturities of 90 days or less, net		1,723			(2,502	)
Issuances of debt		1,530			6,877
Repayments of debt		(5,250	)		(9,875	)
Dividends paid		(4,489	)		(4,433	)
Other		51			(92	)
Net cash used in financing activities		(22,757	)		(21,810	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		1,280			(5,002	)
Cash, cash equivalents, and restricted cash, beginning of period		8,993			11,773
Cash, cash equivalents, and restricted cash, end of period	$	10,273		$	6,771
Supplemental cash flow information:
Cash paid for interest	$	690		$	739
Cash paid for income taxes, net	$	2,491		$	3,332

Prior period information has been retrospectively adjusted due to the adoption of ASU 2016-18, Statement of Cash Flows, Restricted Cash at the beginning of the first quarter of fiscal 2019.

8

CISCO SYSTEMS, INC.

DEFERRED REVENUE

(In millions)

	April 27, 2019		January 26, 2019		April 28, 2018
Deferred revenue:
Service	$	11,297	$	11,246	$	10,960
Product		6,159		6,015		7,993
Total	$	17,456	$	17,261	$	18,953
Reported as:
Current	$	10,117	$	9,976	$	11,301
Noncurrent		7,339		7,285		7,652
Total	$	17,456	$	17,261	$	18,953

CISCO SYSTEMS, INC.

DIVIDENDS PAID AND REPURCHASES OF COMMON STOCK

(In millions, except per-share amounts)

	DIVIDENDS				STOCK REPURCHASE PROGRAM						TOTAL
Quarter Ended	Per Share		Amount		Shares		Weighted- Average Price per Share		Amount		Amount
Fiscal 2019
April 27, 2019	$	0.35	$	1,519		116	$	52.14	$	6,020	$	7,539
January 26, 2019	$	0.33	$	1,470		111	$	45.09	$	5,016	$	6,486
October 27, 2018	$	0.33	$	1,500		109	$	46.01	$	5,026	$	6,526
Fiscal 2018
July 28, 2018	$	0.33	$	1,535		138	$	43.58	$	6,015	$	7,550
April 28, 2018	$	0.33	$	1,572		140	$	42.83	$	6,015	$	7,587
January 27, 2018	$	0.29	$	1,425		103	$	39.07	$	4,011	$	5,436
October 28, 2017	$	0.29	$	1,436		51	$	31.80	$	1,620	$	3,056

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CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME

(In millions, except per-share amounts)

	Three Months Ended						Nine Months Ended
	April 27, 2019			April 28, 2018			April 27, 2019			April 28, 2018
GAAP net income (loss)	$	3,044		$	2,691		$	9,415		$	(3,693	)
Adjustments to cost of sales:
Share-based compensation expense		54			57			163			168
Amortization of acquisition-related intangible assets		141			161			418			444
Supplier component remediation charge (adjustment), net		—			(9	)		(1	)		(41	)
Acquisition-related/divestiture costs		2			2			9			4
Legal and indemnification settlements		—			—			5			122
Total adjustments to GAAP cost of sales		197			211			594			697
Adjustments to operating expenses:
Share-based compensation expense		322			342			974			1,010
Amortization of acquisition-related intangible assets		39			67			112			188
Acquisition-related/divestiture costs		78			89			238			195
Legal and indemnification settlements		(1	)		—			(396	)		—
Significant asset impairments and restructurings		18			82			282			332
Total adjustments to GAAP operating expenses		456			580			1,210			1,725
Adjustments to GAAP interest and other income (loss), net:
(Gains) and losses on equity investments		(4	)		—			(77	)		—
Total adjustments to GAAP income (loss) before provision for income taxes		649			791			1,727			2,422
Income tax effect of non-GAAP adjustments		(160	)		(168	)		(554	)		(613	)
Significant tax matters (1)		(79	)		(119	)		(387	)		11,261
Total adjustments to GAAP provision for income taxes		(239	)		(287	)		(941	)		10,648
Non-GAAP net income	$	3,454		$	3,195		$	10,201		$	9,377
Net income (loss) per share (2):
GAAP	$	0.69		$	0.56		$	2.09		$	(0.76	)
Non-GAAP	$	0.78		$	0.66		$	2.26		$	1.90

⁽¹⁾  For the first nine months of fiscal 2018, we recorded charges relating to significant tax matters that were excluded from non-GAAP net income. $11.1 billion of these charges were provisional amounts related to the enactment of the Tax Cuts and Jobs Act comprised of $8.9 billion related to the U.S. transition tax, $1.2 billion related to foreign withholding tax and $1.0 billion related to the re-measurement of net deferred tax assets. The amounts were provisional based on Securities and Exchange Commission Staff Accounting Bulletin No. 118. The remaining $0.2 billion was related to other significant tax matters.

⁽²⁾  GAAP net loss per share for the nine months ended April 28, 2018 was calculated using basic shares of 4,892 million, due to the net loss resulting from the tax charge as discussed in footnote (1). Non-GAAP net income per share for the period was calculated using diluted shares of 4,936 million, as we had non-GAAP net income for this period.

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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
	April 27, 2019
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Y/Y			Operating Income			Y/Y			Interest and other income (loss), net			Y/Y			Net Income			Y/Y
GAAP amount	$	6,029		$	2,144		$	8,173		$	4,660			1	%	$	3,513			12	%	$	102			(14	)%	$	3,044			13	%
% of revenue		62.0	%		66.3	%		63.1	%		36.0	%					27.1	%					0.8	%					23.5	%
Adjustments to GAAP amounts:
Share-based compensation expense		22			32			54			322						376						—						376
Amortization of acquisition-related intangible assets		141			—			141			39						180						—						180
Legal and indemnification settlements		—			—			—			(1	)					(1	)					—						(1	)
Acquisition/divestiture-related costs		1			1			2			78						80						—						80
Significant asset impairments and restructurings		—			—			—			18						18						—						18
(Gains) and losses on equity investments		—			—			—			—						—						(4	)					(4	)
Income tax effect/significant tax matters		—			—			—			—						—						—						(239	)
Non-GAAP amount	$	6,193		$	2,177		$	8,370		$	4,204			6	%	$	4,166			6	%	$	98			(18	)%	$	3,454			8	%
% of revenue		63.7	%		67.3	%		64.6	%		32.4	%					32.2	%					0.8	%					26.7	%

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

During the second quarter of fiscal 2019 on October 28, 2018, we completed the divestiture of the SPVSS business. Accordingly, the non-GAAP growth rates are normalized to exclude the SPVSS business for the third quarter of fiscal 2018.

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	Three Months Ended
	April 28, 2018
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Operating Income			Net Income
GAAP amount	$	5,679		$	2,080		$	7,759		$	4,625		$	3,134		$	2,691
% of revenue		61.0	%		65.8	%		62.3	%		37.1	%		25.1	%		21.6	%
Adjustments to GAAP amounts:
Share-based compensation expense		24			33			57			342			399			399
Amortization of acquisition-related intangible assets		161			—			161			67			228			228
Supplier component remediation charge (adjustment), net		(9	)		—			(9	)		—			(9	)		(9	)
Acquisition/divestiture-related costs		1			1			2			89			91			91
Significant asset impairments and restructurings		—			—			—			82			82			82
Income tax effect/significant tax matters		—			—			—			—			—			(287	)
Non-GAAP amount	$	5,856		$	2,114		$	7,970		$	4,045		$	3,925		$	3,195
Less: SPVSS business (1)		(56	)		(11	)		(66	)		(61	)		(5	)		(4	)
Non-GAAP amount (excluding SPVSS business)	$	5,800		$	2,103		$	7,903		$	3,984		$	3,919		$	3,191
% of revenue		63.7	%		67.1	%		64.5	%		32.5	%		32.0	%		26.1	%

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

⁽¹⁾ Reflects three months of operations for the SPVSS business.

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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 (LOSS)

(In millions, except percentages)

	Nine Months Ended
	April 27, 2019
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Y/Y			Operating Income			Y/Y			Interest and other income (loss), net			Y/Y			Net Income			Y/Y
GAAP amount	$	17,779		$	6,313		$	24,092		$	13,563			(1	)%	$	10,529			17	%	$	338			(30	)%	$	9,415			NM
% of revenue		61.6	%		65.8	%		62.6	%		35.3	%					27.4	%					0.9	%					24.5	%
Adjustments to GAAP amounts:
Share-based compensation expense		67			96			163			974						1,137						—						1,137
Amortization of acquisition-related intangible assets		418			—			418			112						530						—						530
Supplier component remediation charge (adjustment), net		(1	)		—			(1	)		—						(1	)					—						(1	)
Legal and indemnification settlements		5			—			5			(396	)					(391	)					—						(391	)
Acquisition/divestiture-related costs		4			5			9			238						247						—						247
Significant asset impairments and restructurings		—			—			—			282						282						—						282
(Gains) and losses on equity investments		—			—			—			—						—						(77	)					(77	)
Income tax effect/significant tax matters		—			—			—			—						—						—						(941	)
Non-GAAP amount	$	18,272		$	6,414		$	24,686		$	12,353					$	12,333					$	261					$	10,201
% of revenue		63.3	%		66.9	%		64.2	%		32.1	%					32.1	%					0.7	%					26.5	%
Less: SPVSS business (1)		(52	)		(9	)		(61	)		(59	)					(1	)					—						(1	)
Non-GAAP amount (excluding SPVSS business)	$	18,220		$	6,405		$	24,625		$	12,293			4	%	$	12,332			9	%	$	261			(46	)%	$	10,200			9	%
% of revenue		63.4	%		66.9	%		64.3	%		32.1	%					32.2	%					0.7	%					26.6	%

NM — Not meaningful

⁽¹⁾  Reflects three months of operations for the SPVSS business.

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

During the second quarter of fiscal 2019 on October 28, 2018, we completed the divestiture of the SPVSS business. Accordingly, the non-GAAP growth rates are normalized to exclude the SPVSS business for the first nine months of fiscal 2018.

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	Nine Months Ended
	April 28, 2018
	Product Gross Margin			Service Gross Margin			Total Gross Margin			Operating Expenses			Operating Income			Net Income (Loss)
GAAP amount	$	16,473		$	6,211		$	22,684		$	13,721		$	8,963		$	(3,693	)
% of revenue		60.9	%		65.9	%		62.2	%		37.6	%		24.6	%		(10.1	)%
Adjustments to GAAP amounts:
Share-based compensation expense		70			98			168			1,010			1,178			1,178
Amortization of acquisition-related intangible assets		444			—			444			188			632			632
Supplier component remediation charge (adjustment), net		(41	)		—			(41	)		—			(41	)		(41	)
Legal and indemnification settlements		122			—			122			—			122			122
Acquisition/divestiture-related costs		1			3			4			195			199			199
Significant asset impairments and restructurings		—			—			—			332			332			332
Income tax effect/significant tax matters (1)		—			—			—			—			—			10,648
Non-GAAP amount	$	17,069		$	6,312		$	23,381		$	11,996		$	11,385		$	9,377
Less: SPVSS business (2)		(200	)		(27	)		(226	)		(192	)		(34	)		(27	)
Non-GAAP amount (excluding SPVSS business)	$	16,870		$	6,284		$	23,154		$	11,805		$	11,349		$	9,348
% of revenue		63.8	%		67.3	%		64.7	%		33.0	%		31.7	%		26.1	%

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

⁽¹⁾  Includes an $11.1 billion charge related to the enactment of the Tax Cuts and Jobs Act.

⁽²⁾  Reflects nine months of operations for the SPVSS business.

14

CISCO SYSTEMS, INC.

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

EFFECTIVE TAX RATE

(In percentages)

	Three Months Ended						Nine Months Ended
	April 27, 2019			April 28, 2018			April 27, 2019			April 28, 2018
GAAP effective tax rate (1)		15.8	%		17.3	%		13.4	%		139.1	%
Total adjustments to GAAP provision for income taxes		3.2	%		3.7	%		5.6	%		(118.1	)%
Non-GAAP effective tax rate		19.0	%		21.0	%		19.0	%		21.0	%

⁽¹⁾  Includes an $11.1 billion charge related to the enactment of the Tax Cuts and Jobs Act for the nine months ended April 28, 2018.

GAAP TO NON-GAAP GUIDANCE FOR Q4 FY 2019

Q4 FY 2019	Gross Margin Rate	Operating Margin Rate	Tax Provision Rate	Earnings per Share (1)
GAAP	62.5% - 63.5%	26% - 27%	17%	$0.66 - $0.71
Estimated adjustments for:
Share-based compensation expense	0.5%	3.0%	—	$0.06 - $0.07
Amortization of acquisition-related intangible assets and acquisition/divestiture-related costs	1.0%	2.0%	—	$0.05 - $0.06
Significant asset impairments and restructurings	—	0.0%	—	$0.00 - $0.01
Income tax effect of non-GAAP adjustments			2%
Non-GAAP	64% - 65%	31% - 32%	19%	$0.80 - $0.82

⁽¹⁾ 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 Additional Information

This release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding future events (such as our customers’ confidence in our strategy, business model and market-leading portfolio, our ability to build the technology to help our customers achieve their business objectives, our investment in our innovation pipeline to drive long-term profitable growth, our ability to successfully evolve our business model through software offerings and subscriptions and our ability to deliver value to our shareholders) and the future financial performance of Cisco (including the guidance for Q4 FY 2019) that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including: business and economic conditions and growth trends in the networking industry, our customer markets and various geographic regions; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; the growth and evolution of the Internet and levels of capital spending on Internet-based systems; variations in customer demand for products and services, including sales to the service provider market and other customer markets; the return on our investments in certain priorities, key growth areas, and in certain geographical locations, as well as maintaining leadership in routing, switching and services; the timing of orders and manufacturing and customer lead times; changes in customer order patterns or customer mix; insufficient, excess or obsolete inventory; variability of component costs; variations in sales channels, product costs or mix of products sold; our ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses and technologies; our ability to achieve expected benefits of our partnerships; increased competition in our product and service markets, including the data center market; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; manufacturing and sourcing risks; product defects and returns; litigation involving patents, intellectual property, antitrust, shareholder and other matters, and governmental investigations; our ability to achieve the benefits of the announced restructuring and possible changes in the size and timing of the related charges; cyber-attacks, data breaches or malware; vulnerabilities and critical security defects; terrorism; natural catastrophic events; a pandemic or epidemic; our ability to achieve the benefits anticipated from our investments in sales, engineering, service, marketing and manufacturing activities; our ability to recruit and retain key personnel; our ability to manage financial risk, and to manage expenses during economic downturns; risks related to the global nature of our operations, including our operations in emerging markets; currency fluctuations and other international factors; changes in provision for income taxes, including changes in tax laws and regulations or adverse outcomes resulting from examinations of our income tax returns; potential volatility in operating results; and other factors listed in Cisco’s most recent reports on Forms 10-Q and 10-K filed on February 19, 2019 and September 6, 2018, 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 Form 10-K as each may be amended from time to time. Cisco’s results of operations for the three and nine months ended April 27, 2019 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.

16

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

Cisco divested its Service Provider Video Software Solutions business (SPVSS) during the second quarter of fiscal 2019 on October 28, 2018. This release includes, where indicated, financial measures that exclude the SPVSS business. Cisco believes that the presentation of these measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations because the SPVSS business will not be part of Cisco on a go forward basis. Cisco’s management also uses the financial measures excluding the SPVSS business in reviewing the financial results of Cisco.

About Cisco

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

Copyright ^© 2019 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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