CSCO - 2013.4.27 - 10Q Q3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 27, 2013
OR
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-18225
CISCO SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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California | | 77-0059951 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
170 West Tasman Drive
San Jose, California 95134
(Address of principal executive office and zip code)
(408) 526-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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Large accelerated filer x | | Accelerated filer | o | | Non-accelerated filer | o | | Smaller reporting company | o |
| | | | | (Do not check if a smaller reporting company) | | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
Number of shares of the registrant’s common stock outstanding as of May 16, 2013: 5,344,336,014
Cisco Systems, Inc.
FORM 10-Q for the Quarter Ended April 27, 2013
INDEX
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Part I. | | | | |
Item 1. | | | | |
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Item 2. | | | | |
Item 3. | | | | |
Item 4. | | | | |
Part II. | | | | |
Item 1. | | | | |
Item 1A. | | | | |
Item 2. | | | | |
Item 3. | | | | |
Item 4. | | | | |
Item 5. | | | | |
Item 6. | | | | |
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2
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PART 1. FINANCIAL INFORMATION |
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Item 1. | Financial Statements (Unaudited) |
CISCO SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
(Unaudited) |
| | | | | | | |
| April 27, 2013 | | July 28, 2012 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 5,122 |
| | $ | 9,799 |
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Investments | 42,266 |
| | 38,917 |
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Accounts receivable, net of allowance for doubtful accounts of $225 at April 27, 2013 and $207 at July 28, 2012 | 4,942 |
| | 4,369 |
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Inventories | 1,469 |
| | 1,663 |
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Financing receivables, net | 3,878 |
| | 3,661 |
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Deferred tax assets | 2,377 |
| | 2,294 |
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Other current assets | 1,363 |
| | 1,230 |
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Total current assets | 61,417 |
| | 61,933 |
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Property and equipment, net | 3,330 |
| | 3,402 |
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Financing receivables, net | 3,838 |
| | 3,585 |
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Goodwill | 21,640 |
| | 16,998 |
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Purchased intangible assets, net | 3,408 |
| | 1,959 |
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Other assets | 3,451 |
| | 3,882 |
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TOTAL ASSETS | $ | 97,084 |
| | $ | 91,759 |
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LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Short-term debt | $ | 3,292 |
| | $ | 31 |
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Accounts payable | 957 |
| | 859 |
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Income taxes payable | — |
| | 276 |
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Accrued compensation | 3,010 |
| | 2,928 |
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Deferred revenue | 9,055 |
| | 8,852 |
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Other current liabilities | 4,749 |
| | 4,785 |
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Total current liabilities | 21,063 |
| | 17,731 |
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Long-term debt | 12,956 |
| | 16,297 |
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Income taxes payable | 1,503 |
| | 1,844 |
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Deferred revenue | 3,630 |
| | 4,028 |
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Other long-term liabilities | 1,134 |
| | 558 |
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Total liabilities | 40,286 |
| | 40,458 |
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Commitments and contingencies (Note 12) |
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Equity: | | | |
Cisco shareholders’ equity: | | | |
Preferred stock, no par value: 5 shares authorized; none issued and outstanding | — |
| | — |
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Common stock and additional paid-in capital, $0.001 par value: 20,000 shares authorized; 5,315 and 5,298 shares issued and outstanding at April 27, 2013 and July 28, 2012, respectively | 40,431 |
| | 39,271 |
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Retained earnings | 15,668 |
| | 11,354 |
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Accumulated other comprehensive income | 689 |
| | 661 |
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Total Cisco shareholders’ equity | 56,788 |
| | 51,286 |
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Noncontrolling interests | 10 |
| | 15 |
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Total equity | 56,798 |
| | 51,301 |
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TOTAL LIABILITIES AND EQUITY | $ | 97,084 |
| | $ | 91,759 |
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See Notes to Consolidated Financial Statements.
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per-share amounts)
(Unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| April 27, 2013 | | April 28, 2012 | | April 27, 2013 | | April 28, 2012 |
NET SALES: | | | | | | | |
Product | $ | 9,559 |
| | $ | 9,106 |
| | $ | 28,293 |
| | $ | 27,176 |
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Service | 2,657 |
| | 2,482 |
| | 7,897 |
| | 7,195 |
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Total net sales | 12,216 |
| | 11,588 |
| | 36,190 |
| | 34,371 |
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COST OF SALES: | | | | | | | |
Product | 3,782 |
| | 3,563 |
| | 11,387 |
| | 10,776 |
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Service | 923 |
| | 856 |
| | 2,710 |
| | 2,471 |
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Total cost of sales | 4,705 |
| | 4,419 |
| | 14,097 |
| | 13,247 |
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GROSS MARGIN | 7,511 |
| | 7,169 |
| | 22,093 |
| | 21,124 |
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OPERATING EXPENSES: | | | | | | | |
Research and development | 1,542 |
| | 1,358 |
| | 4,425 |
| | 4,072 |
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Sales and marketing | 2,375 |
| | 2,383 |
| | 7,178 |
| | 7,230 |
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General and administrative | 530 |
| | 562 |
| | 1,674 |
| | 1,611 |
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Amortization of purchased intangible assets | 89 |
| | 96 |
| | 329 |
| | 292 |
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Restructuring and other charges | 33 |
| | 20 |
| | 105 |
| | 225 |
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Total operating expenses | 4,569 |
| | 4,419 |
| | 13,711 |
| | 13,430 |
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OPERATING INCOME | 2,942 |
| | 2,750 |
| | 8,382 |
| | 7,694 |
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Interest income | 162 |
| | 161 |
| | 483 |
| | 483 |
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Interest expense | (145 | ) | | (151 | ) | | (440 | ) | | (449 | ) |
Other income (loss), net | (14 | ) | | 19 |
| | (69 | ) | | 45 |
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Interest and other income (loss), net | 3 |
| | 29 |
| | (26 | ) | | 79 |
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INCOME BEFORE PROVISION FOR INCOME TAXES | 2,945 |
| | 2,779 |
| | 8,356 |
| | 7,773 |
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Provision for income taxes | 467 |
| | 614 |
| | 643 |
| | 1,649 |
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NET INCOME | $ | 2,478 |
| | $ | 2,165 |
| | $ | 7,713 |
| | $ | 6,124 |
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Net income per share: | | | | | | | |
Basic | $ | 0.47 |
| | $ | 0.40 |
| | $ | 1.45 |
| | $ | 1.14 |
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Diluted | $ | 0.46 |
| | $ | 0.40 |
| | $ | 1.44 |
| | $ | 1.13 |
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Shares used in per-share calculation: | | | | | | | |
Basic | 5,329 |
| | 5,388 |
| | 5,316 |
| | 5,383 |
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Diluted | 5,387 |
| | 5,456 |
| | 5,361 |
| | 5,418 |
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Cash dividends declared per common share | $ | 0.17 |
| | $ | 0.08 |
| | $ | 0.45 |
| | $ | 0.20 |
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See Notes to Consolidated Financial Statements.
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
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| Three Months Ended | | Nine Months Ended |
| April 27, 2013 | | April 28, 2012 | | April 27, 2013 | | April 28, 2012 |
Net income | $ | 2,478 |
| | $ | 2,165 |
| | $ | 7,713 |
| | $ | 6,124 |
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Available-for-sale investments: | | | | | | | |
Change in net unrealized gains, net of tax benefit (expense) of $38 and $(7) for the three and nine months ended April 27, 2013, respectively, and $(67) and $(39) for the corresponding periods of fiscal 2012, respectively | (63 | ) | | 98 |
| | 10 |
| | 55 |
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Net gains reclassified into earnings, net of tax effects of $2 and $16 for the three and nine months ended April 27, 2013, respectively, and $11 and $27 for the corresponding periods of fiscal 2012, respectively | (4 | ) | | (18 | ) | | (30 | ) | | (48 | ) |
| (67 | ) | | 80 |
| | (20 | ) | | 7 |
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Cash flow hedging instruments: | | | | | | | |
Change in unrealized gains and losses, net of tax benefit (expense) of $1 and $(1) for the three and nine months ended April 27, 2013, and $0 for both corresponding periods of fiscal 2012 | (10 | ) | | 11 |
| | 58 |
| | (83 | ) |
Net (gains) losses reclassified into earnings | (4 | ) | | 18 |
| | (7 | ) | | 44 |
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| (14 | ) | | 29 |
| | 51 |
| | (39 | ) |
Net change in cumulative translation adjustment and other, net of tax benefit (expense) of $1 and $(14) for the three and nine months ended April 27, 2013, respectively, and $0 and $31 for the corresponding periods of fiscal 2012, respectively | (128 | ) | | 21 |
| | (8 | ) | | (296 | ) |
Other comprehensive income (loss) | (209 | ) | | 130 |
| | 23 |
| | (328 | ) |
Comprehensive income | 2,269 |
| | 2,295 |
| | 7,736 |
| | 5,796 |
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Comprehensive (income) loss attributable to noncontrolling interests | — |
| | (2 | ) | | 5 |
| | 12 |
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Comprehensive income attributable to Cisco Systems, Inc. | $ | 2,269 |
| | $ | 2,293 |
| | $ | 7,741 |
| | $ | 5,808 |
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See Notes to Consolidated Financial Statements.
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited) |
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| Nine Months Ended |
| April 27, 2013 | | April 28, 2012 |
Cash flows from operating activities: | | | |
Net income | $ | 7,713 |
| | $ | 6,124 |
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Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation, amortization, and other | 1,760 |
| | 1,816 |
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Share-based compensation expense | 880 |
| | 1,032 |
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Provision for receivables | 46 |
| | 45 |
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Deferred income taxes | 48 |
| | 75 |
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Excess tax benefits from share-based compensation | (48 | ) | | (57 | ) |
Net losses (gains) on investments | 23 |
| | (38 | ) |
Change in operating assets and liabilities, net of effects of acquisitions and divestitures: | | | |
Accounts receivable | (439 | ) | | 660 |
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Inventories | 238 |
| | (113 | ) |
Financing receivables | (448 | ) | | (762 | ) |
Other assets | (41 | ) | | (495 | ) |
Accounts payable | 91 |
| | 34 |
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Income taxes, net | (642 | ) | | 151 |
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Accrued compensation | (48 | ) | | (451 | ) |
Deferred revenue | (169 | ) | | 482 |
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Other liabilities | (56 | ) | | (100 | ) |
Net cash provided by operating activities | 8,908 |
| | 8,403 |
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Cash flows from investing activities: | | | |
Purchases of investments | (23,969 | ) | | (32,690 | ) |
Proceeds from sales of investments | 7,279 |
| | 19,591 |
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Proceeds from maturities of investments | 13,234 |
| | 7,930 |
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Acquisition of property and equipment | (843 | ) | | (830 | ) |
Acquisition of businesses, net of cash and cash equivalents acquired | (6,371 | ) | | (333 | ) |
Purchases of investments in privately held companies | (140 | ) | | (299 | ) |
Return of investments in privately held companies | 110 |
| | 212 |
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Other | 47 |
| | 175 |
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Net cash used in investing activities | (10,653 | ) | | (6,244 | ) |
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Cash flows from financing activities: | | | |
Issuances of common stock | 1,193 |
| | 1,115 |
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Repurchases of common stock - repurchase program | (1,554 | ) | | (2,708 | ) |
Shares repurchased for tax withholdings on vesting of restricted stock units | (249 | ) | | (160 | ) |
Short-term borrowings, maturities less than 90 days, net | (20 | ) | | (505 | ) |
Excess tax benefits from share-based compensation | 48 |
| | 57 |
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Dividends paid | (2,392 | ) | | (1,076 | ) |
Other | 42 |
| | (83 | ) |
Net cash used in financing activities | (2,932 | ) | | (3,360 | ) |
Net decrease in cash and cash equivalents | (4,677 | ) | | (1,201 | ) |
Cash and cash equivalents, beginning of period | 9,799 |
| | 7,662 |
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Cash and cash equivalents, end of period | $ | 5,122 |
| | $ | 6,461 |
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Cash paid for: | | | |
Interest | $ | 562 |
| | $ | 561 |
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Income taxes, net | $ | 1,236 |
| | $ | 1,424 |
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See Notes to Consolidated Financial Statements.
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, except per-share amounts)
(Unaudited)
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Nine Months Ended April 27, 2013 | | Shares of Common Stock | | Common Stock and Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income | | Total Cisco Shareholders’ Equity | | Non-controlling Interests | | Total Equity |
BALANCE AT JULY 28, 2012 | | 5,298 |
| | $ | 39,271 |
| | $ | 11,354 |
| | $ | 661 |
| | $ | 51,286 |
| | $ | 15 |
| | $ | 51,301 |
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Net income | | | | | | 7,713 |
| | | | 7,713 |
| | | | 7,713 |
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Other comprehensive income (loss) | | | | | | | | 28 |
| | 28 |
| | (5 | ) | | 23 |
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Issuance of common stock | | 111 |
| | 1,193 |
| | | | | | 1,193 |
| | | | 1,193 |
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Repurchase of common stock - repurchase program | | (81 | ) | | (606 | ) | | (1,007 | ) | | | | (1,613 | ) | | | | (1,613 | ) |
Shares repurchased for tax withholdings on vesting of restricted stock units | | (13 | ) | | (249 | ) | | | | | | (249 | ) | | | | (249 | ) |
Cash dividends declared ($0.45 per common share) | | | | | | (2,392 | ) | | | | (2,392 | ) | | | | (2,392 | ) |
Tax effects from employee stock incentive plans | | | | (120 | ) | | | | | | (120 | ) | | | | (120 | ) |
Share-based compensation expense | | | | 880 |
| | | | | | 880 |
| | | | 880 |
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Purchase acquisitions and other | | | | 62 |
| | | | | | 62 |
| | | | 62 |
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BALANCE AT APRIL 27, 2013 | | 5,315 |
| | $ | 40,431 |
| | $ | 15,668 |
| | $ | 689 |
| | $ | 56,788 |
| | $ | 10 |
| | $ | 56,798 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nine Months Ended April 28, 2012 | | Shares of Common Stock | | Common Stock and Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income | | Total Cisco Shareholders’ Equity | | Non-controlling Interests | | Total Equity |
BALANCE AT JULY 30, 2011 | | 5,435 |
| | $ | 38,648 |
| | $ | 7,284 |
| | $ | 1,294 |
| | $ | 47,226 |
| | $ | 33 |
| | $ | 47,259 |
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Net income | | | | | | 6,124 |
| | | | 6,124 |
| | | | 6,124 |
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Other comprehensive loss | | | | | | | | (316 | ) | | (316 | ) | | (12 | ) | | (328 | ) |
Issuance of common stock | | 110 |
| | 1,115 |
| | | | | | 1,115 |
| | | | 1,115 |
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Repurchase of common stock - repurchase program | | (152 | ) | | (1,097 | ) | | (1,463 | ) | | | | (2,560 | ) | | | | (2,560 | ) |
Shares repurchased for tax withholdings on vesting of restricted stock units | | (10 | ) | | (160 | ) | | | | | | (160 | ) | | | | (160 | ) |
Cash dividends declared ($0.20 per common share) | | | | | | (1,076 | ) | | | | (1,076 | ) | | | | (1,076 | ) |
Tax effects from employee stock incentive plans | | | | (36 | ) | | | | | | (36 | ) | | | | (36 | ) |
Share-based compensation expense | | | | 1,032 |
| | | | | | 1,032 |
| | | | 1,032 |
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Purchase acquisitions and other | | | | 8 |
| | | | | | 8 |
| | | | 8 |
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BALANCE AT APRIL 28, 2012 | | 5,383 |
| | $ | 39,510 |
| | $ | 10,869 |
| | $ | 978 |
| | $ | 51,357 |
| | $ | 21 |
| | $ | 51,378 |
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In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of April 27, 2013, the Company’s Board of Directors had authorized an aggregate repurchase of up to $82 billion of common stock under this program with no termination date. For additional information regarding stock repurchases, see Note 13 to the Consolidated Financial Statements. The stock repurchases since the inception of this program and the related impacts on Cisco shareholders’ equity are summarized in the following table (in millions):
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| Shares of Common Stock | | Common Stock and Additional Paid-In Capital | | Retained Earnings | | Total Cisco Shareholders’ Equity |
Repurchases of common stock under the repurchase program | 3,821 |
| | $ | 17,647 |
| | $ | 60,099 |
| | $ | 77,746 |
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See Notes to Consolidated Financial Statements.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The fiscal year for Cisco Systems, Inc. (the “Company” or “Cisco”) is the 52 or 53 weeks ending on the last Saturday in July. Fiscal 2013 and fiscal 2012 are each 52-week fiscal years. The Consolidated Financial Statements include the accounts of Cisco and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company conducts business globally and is primarily managed on a geographic basis in the following three geographic segments: the Americas; Europe, Middle East, and Africa (“EMEA”); and Asia Pacific, Japan, and China (“APJC”).
The accompanying financial data as of April 27, 2013 and for the three and nine months ended April 27, 2013 and April 28, 2012 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The July 28, 2012 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended July 28, 2012.
The Company consolidates its investment in a venture fund managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”) and Insieme Networks, Inc. (“Insieme”) as these are variable interest entities and the Company is the primary beneficiary. The noncontrolling interests attributed to SOFTBANK are presented as a separate component from the Company's equity in the equity section of the Consolidated Balance Sheets. SOFTBANK's share of the earnings in the venture fund and the loss attributable to the noncontrolling interests in Insieme are not presented separately in the Consolidated Statements of Operations as these amounts are not material for any of the fiscal periods presented.
In the opinion of management, all adjustments (which include normal recurring adjustments, except as disclosed herein) necessary to present fairly the statement of financial position as of April 27, 2013; the results of operations for the three and nine months ended April 27, 2013 and April 28, 2012; and the statements of cash flows and equity for the nine months ended April 27, 2013 and April 28, 2012, as applicable, have been made. The results of operations for the three and nine months ended April 27, 2013 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Certain reclassifications have been made to prior period amounts in order to conform to the current period's presentation. The Company has evaluated subsequent events through the date that the financial statements were issued.
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2. | Recent Accounting Pronouncements |
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(a) | New Accounting Updates Recently Adopted |
In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update to provide guidance on increasing the prominence of items reported in other comprehensive income, which eliminated the option to present components of other comprehensive income as part of the statement of equity. The Company adopted this accounting standard in the first quarter of fiscal 2013.
In August 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update became effective for the Company beginning in the first quarter of fiscal 2013, and its adoption did not have any impact on the Company's Consolidated Financial Statements.
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(b) | Recent Accounting Standards or Updates Not Yet Effective |
In December 2011, the FASB issued an accounting standard update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to enforceable master netting arrangements or similar agreements. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2014, at which time the Company will include the required disclosures.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
In July 2012, the FASB issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2014, and early adoption is permitted. The adoption of this accounting standard update is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2014, at which time the Company will include the required disclosures.
In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2015. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.
On July 30, 2012, the Company completed its acquisition of NDS Group Limited (“NDS”), a leading provider of video software and content security solutions that enable service providers and media companies to securely deliver and monetize new video entertainment experiences. The acquisition of NDS is expected to complement and accelerate the delivery of Cisco Videoscape, the Company's comprehensive content delivery platform that enables service providers and media companies to deliver next-generation entertainment experiences. With the NDS acquisition, the Company aims to broaden its opportunities in the service provider market and to expand its reach into emerging markets such as China and India, where NDS has an established customer presence.
Under the terms of the acquisition agreement, the Company paid total cash consideration of approximately $5.0 billion, which included the repayment of $993 million of pre-existing NDS debt to third party creditors at the closing of the acquisition. The following table summarizes the purchase consideration for the NDS acquisition (in millions): |
| | | | |
| | Fair Value |
Cash consideration to seller | | $ | 4,012 |
|
Repayment of NDS debt to third party creditors | | 993 |
|
Total purchase consideration | | $ | 5,005 |
|
The payment of the total purchase consideration of approximately $5.0 billion shown above, net of cash and cash equivalents acquired, is classified as a use of cash under investing activities in the Consolidated Statements of Cash Flows.
The Company's purchase price allocation for NDS is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but at that time was unknown to the Company, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred.
A summary of the preliminary allocation of the total purchase consideration for NDS is presented as follows (in millions): |
| | | | |
| | Fair Value |
Cash and cash equivalents | | $ | 98 |
|
Accounts receivable, net | | 199 |
|
Other tangible assets | | 268 |
|
Goodwill | | 3,444 |
|
Purchased intangible assets | | 1,746 |
|
Deferred tax liabilities, net | | (378 | ) |
Liabilities assumed | | (372 | ) |
Total purchase consideration | | $ | 5,005 |
|
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company completed nine additional business combinations during the nine months ended April 27, 2013. A summary of the allocation of the total purchase consideration is presented as follows (in millions): |
| | | | | | | | | | | | | | | |
| Purchase Consideration | | Net Liabilities Assumed | | Purchased Intangible Assets | | Goodwill |
Meraki Inc. | $ | 974 |
| | $ | (59 | ) | | $ | 289 |
| | $ | 744 |
|
Intucell, Ltd | 360 |
| | (23 | ) | | 106 |
| | 277 |
|
All others (seven in total) | 246 |
| | (18 | ) | | 88 |
| | 176 |
|
Total other acquisitions | $ | 1,580 |
| | $ | (100 | ) | | $ | 483 |
| | $ | 1,197 |
|
The Company acquired privately held Meraki Inc. (“Meraki”) in the second quarter of fiscal 2013. Meraki offers mid-market customers on-premise networking solutions centrally managed from the cloud. With its acquisition of Meraki, the Company intends to address the shift to cloud networking as a key part of the Company's overall strategy to accelerate the adoption of software-based business models that provide new consumption options for customers and revenue opportunities for partners. The Company has included sales from the Meraki acquisition, subsequent to the acquisition date, in its Wireless product category.
The Company acquired privately held Intucell, Ltd. (“Intucell”) in the third quarter of fiscal 2013. Intucell provides advanced self-optimizing network software for mobile carriers. With its acquisition of Intucell, the Company intends to enhance its commitment to global service providers by adding a critical network intelligence layer to manage and optimize spectrum, coverage and capacity, and ultimately the quality of the mobile experience.
The total purchase consideration related to the Company's business combinations completed during the nine months ended April 27, 2013 consisted of cash consideration, repayment of debt, and vested share-based awards assumed. The total in cash and cash equivalents acquired from these business combinations was approximately $151 million.
| |
(b) | Other Acquisition/Divestiture Information |
Total transaction costs related to the Company's business combination activities were $23 million and $9 million for the nine months ended April 27, 2013 and April 28, 2012, respectively. These transaction costs were expensed as incurred as general and administrative (“G&A”) expenses in the Consolidated Statements of Operations.
The goodwill generated from the Company's business combinations completed during the nine months ended April 27, 2013 is primarily related to expected synergies. The goodwill is generally not deductible for U.S. federal income tax purposes.
The Consolidated Financial Statements include the operating results of each business combination from the date of acquisition. Pro forma results of operations for the acquisitions completed during the nine months ended April 27, 2013 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company's financial results.
During the second quarter of fiscal 2013, the Company agreed to sell its Linksys product line to a third party. This transaction closed during the third quarter of fiscal 2013. The financial statement impact of the Company's Linksys product line and the resulting sale were not material for any of the periods presented.
| |
4. | Goodwill and Purchased Intangible Assets |
The following table presents the goodwill allocated to the Company's reportable segments as of and during the nine months ended April 27, 2013 (in millions): |
| | | | | | | | | | | | | | | | | | | | |
| | Balance at July 28, 2012 | | NDS Acquisition | | Other Acquisitions | | Other | | Balance at April 27, 2013 |
Americas | | $ | 11,755 |
| | $ | 1,230 |
| | $ | 641 |
| | $ | (8 | ) | | $ | 13,618 |
|
EMEA | | 3,287 |
| | 1,327 |
| | 353 |
| | 5 |
| | 4,972 |
|
APJC | | 1,956 |
| | 887 |
| | 203 |
| | 4 |
| | 3,050 |
|
Total | | $ | 16,998 |
| | $ | 3,444 |
| | $ | 1,197 |
| | $ | 1 |
| | $ | 21,640 |
|
In the preceding table, the column entitled “Other” includes a goodwill reduction related to divestiture activity and purchase accounting adjustments.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| |
(b) | Purchased Intangible Assets |
The following table presents details of the Company's intangible assets acquired through business combinations completed during the nine months ended April 27, 2013 (in millions, except years):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| FINITE LIVES | | INDEFINITE LIVES | | TOTAL |
| TECHNOLOGY | | CUSTOMER RELATIONSHIPS | | OTHER | | IPR&D | |
| Weighted-Average Useful Life (in Years) | | Amount | | Weighted-Average Useful Life (in Years) | | Amount | | Weighted-Average Useful Life (in Years) | | Amount | | Amount | | Amount |
NDS Group Limited | 6.4 | | $ | 807 |
| | 6.7 | | $ | 818 |
| | 7.4 |
| | $ | 27 |
| | $ | 94 |
| | $ | 1,746 |
|
Meraki Inc. | 8.0 | | 259 |
| | 6.0 | | 30 |
| | — |
| | — |
| | — |
| | 289 |
|
Intucell, Ltd. | 5.0 | | 59 |
| | 5.0 | | 11 |
| | — |
| | — |
| | 36 |
| | 106 |
|
All others (seven in total) | 4.1 | | 61 |
| | 6.3 | | 12 |
| | 5.0 |
| | 1 |
| | 14 |
| | 88 |
|
Total | | | $ | 1,186 |
| | | | $ | 871 |
| | | | $ | 28 |
| | $ | 144 |
| | $ | 2,229 |
|
The following tables present details of the Company’s purchased intangible assets (in millions):
|
| | | | | | | | | | | | |
April 27, 2013 | | Gross | | Accumulated Amortization | | Net |
Purchased intangible assets with finite lives: | | | | | | |
Technology | | $ | 3,500 |
| | $ | (1,316 | ) | | $ | 2,184 |
|
Customer relationships | | 1,791 |
| | (640 | ) | | 1,151 |
|
Other | | 46 |
| | (23 | ) | | 23 |
|
Total purchased intangible assets with finite lives | | 5,337 |
| | (1,979 | ) | | 3,358 |
|
In-process research and development, with indefinite lives | | 50 |
| | — |
| | 50 |
|
Total | | $ | 5,387 |
| | $ | (1,979 | ) | | $ | 3,408 |
|
|
| | | | | | | | | | | | |
July 28, 2012 | | Gross | | Accumulated Amortization | | Net |
Purchased intangible assets with finite lives: | | | | | | |
Technology | | $ | 2,267 |
| | $ | (908 | ) | | $ | 1,359 |
|
Customer relationships | | 2,261 |
| | (1,669 | ) | | 592 |
|
Other | | 49 |
| | (41 | ) | | 8 |
|
Total | | $ | 4,577 |
| | $ | (2,618 | ) | | $ | 1,959 |
|
Purchased intangible assets include intangible assets acquired through business combinations as well as through direct purchases or licenses.
The following table presents the amortization of purchased intangible assets (in millions): |
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| April 27, 2013 | | April 28, 2012 | | April 27, 2013 | | April 28, 2012 |
Amortization of purchased intangible assets: | | | | | | | |
Cost of sales | $ | 156 |
| | $ | 108 |
| | $ | 444 |
| | $ | 303 |
|
Operating expenses | 89 |
| | 96 |
| | 329 |
| | 292 |
|
Total | $ | 245 |
| | $ | 204 |
| | $ | 773 |
| | $ | 595 |
|
There were no impairment charges related to purchased intangible assets during the periods presented.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The estimated future amortization expense of purchased intangible assets with finite lives as of April 27, 2013 is as follows (in millions):
|
| | | | |
Fiscal Year | | Amount |
2013 (remaining three months) | | $ | 232 |
|
2014 | | 862 |
|
2015 | | 780 |
|
2016 | | 554 |
|
2017 | | 399 |
|
Thereafter | | 531 |
|
Total | | $ | 3,358 |
|
| |
5. | Restructuring and Other Charges |
In fiscal 2011, the Company initiated a number of key targeted actions to address several areas in its business model. These actions were intended to simplify and focus the Company's organization and operating model, align the Company's cost structure given transitions in the marketplace, divest or exit underperforming operations, and deliver value to the Company's shareholders. The Company initiated these actions to align its business based on its five foundational priorities: leadership in its core business (routing, switching, and associated services), which includes comprehensive security and mobility solutions; collaboration; data center virtualization and cloud; video; and architectures for business transformation.
Pursuant to the restructuring that the Company announced in July 2011, the Company has incurred cumulative charges of approximately $1.1 billion (included as part of the charges discussed below). The Company has substantially completed the July 2011 restructuring and does not expect significant remaining charges related to these actions. The following table summarizes the activities related to the restructuring and other charges pursuant to the Company's July 2011 announcement related to the realignment and restructuring of the Company's business as well as certain consumer product lines as announced during April 2011 (in millions): |
| | | | | | | | | | | | | | | | | | | | |
| | Voluntary Early Retirement Program | | Employee Severance | | Goodwill and Intangible Assets | | Other | | Total |
Gross charges in fiscal 2011 | | $ | 453 |
| | $ | 247 |
| | $ | 71 |
| | $ | 28 |
| | $ | 799 |
|
Cash payments | | (436 | ) | | (13 | ) | | — |
| | — |
| | (449 | ) |
Non-cash items | | — |
| | — |
| | (71 | ) | | (17 | ) | | (88 | ) |
BALANCE AT JULY 30, 2011 | | $ | 17 |
| | $ | 234 |
| | $ | — |
| | $ | 11 |
| | $ | 262 |
|
Gross charges in fiscal 2012 | | — |
| | 299 |
| | — |
| | 54 |
| | 353 |
|
Change in estimate related to fiscal 2011 charges | | — |
| | (49 | ) | | — |
| | — |
| | (49 | ) |
Cash payments | | (17 | ) | | (401 | ) | | — |
| | (18 | ) | | (436 | ) |
Non-cash items | | — |
| | — |
| | — |
| | (20 | ) | | (20 | ) |
BALANCE AT JULY 28, 2012 | | $ | — |
| | $ | 83 |
|
| $ | — |
|
| $ | 27 |
|
| $ | 110 |
|
Charges in fiscal 2013 | | — |
| | 111 |
| | — |
| | (6 | ) | | 105 |
|
Cash payments | | — |
| | (164 | ) | | — |
| | (10 | ) | | (174 | ) |
Non-cash items | | — |
| | — |
| | — |
| | (3 | ) | | (3 | ) |
BALANCE AT APRIL 27, 2013 | | $ | — |
| | $ | 30 |
| | $ | — |
| | $ | 8 |
| | $ | 38 |
|
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables provide details of selected balance sheet items (in millions):
|
| | | | | | | | |
| | April 27, 2013 | | July 28, 2012 |
Inventories: | | | | |
Raw materials | | $ | 81 |
| | $ | 127 |
|
Work in process | | 38 |
| | 35 |
|
Finished goods: | | | | |
Distributor inventory and deferred cost of sales | | 679 |
| | 630 |
|
Manufactured finished goods | | 378 |
| | 597 |
|
Total finished goods | | 1,057 |
| | 1,227 |
|
Service-related spares | | 253 |
| | 213 |
|
Demonstration systems | | 40 |
| | 61 |
|
| | | | |
Total | | $ | 1,469 |
| | $ | 1,663 |
|
| | | | |
Property and equipment, net: | | | | |
Land, buildings, and building and leasehold improvements | | $ | 4,437 |
| | $ | 4,363 |
|
Computer equipment and related software | | 1,392 |
| | 1,469 |
|
Production, engineering, and other equipment | | 5,655 |
| | 5,364 |
|
Operating lease assets (1) | | 299 |
| | 300 |
|
Furniture and fixtures | | 497 |
| | 487 |
|
| | 12,280 |
| | 11,983 |
|
Less accumulated depreciation and amortization (1) | | (8,950 | ) | | (8,581 | ) |
Total | | $ | 3,330 |
| | $ | 3,402 |
|
| | | | |
(1) Accumulated depreciation related to operating lease assets was $185 and $181 as of April 27, 2013 and July 28, 2012, respectively. |
| | | | |
Other assets: | | | | |
Deferred tax assets | | $ | 1,787 |
| | $ | 2,270 |
|
Investments in privately held companies | | 835 |
| | 858 |
|
Other | | 829 |
| | 754 |
|
Total | | $ | 3,451 |
| | $ | 3,882 |
|
| | | | |
Deferred revenue: | | | | |
Service | | $ | 8,705 |
| | $ | 9,173 |
|
Product: | | | | |
Unrecognized revenue on product shipments and other deferred revenue | | 3,257 |
| | 2,975 |
|
Cash receipts related to unrecognized revenue from two-tier distributors | | 723 |
| | 732 |
|
Total product deferred revenue | | 3,980 |
| | 3,707 |
|
Total | | $ | 12,685 |
| | $ | 12,880 |
|
Reported as: | | | | |
Current | | $ | 9,055 |
| | $ | 8,852 |
|
Noncurrent | | 3,630 |
| | 4,028 |
|
Total | | $ | 12,685 |
| | $ | 12,880 |
|
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| |
7. | Financing Receivables and Guarantees |
Financing receivables primarily consist of lease receivables, loan receivables, and financed service contracts and other. Lease receivables represent sales-type and direct-financing leases resulting from the sale of the Company's and complementary third-party products and are typically collateralized by a security interest in the underlying assets. Loan receivables represent financing arrangements related to the sale of the Company's products and services, which may include additional funding for other costs associated with network installation and integration of the Company's products and services. Lease receivables consist of arrangements with terms of four years on average, while loan receivables generally have terms of up to three years. The financed service contracts and other category includes financing receivables related to technical support and advanced services, as well as receivables related to financing of certain indirect costs associated with leases. Revenue related to the technical support services is typically deferred and included in deferred service revenue and is recognized ratably over the period during which the related services are to be performed, which typically ranges from one to three years.
A summary of the Company’s financing receivables is presented as follows (in millions):
|
| | | | | | | | | | | | | | | |
April 27, 2013 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total Financing Receivables |
Gross | $ | 3,764 |
| | $ | 1,671 |
| | $ | 2,924 |
| | $ | 8,359 |
|
Unearned income | (286 | ) | | — |
| | — |
| | (286 | ) |
Allowance for credit loss | (245 | ) | | (93 | ) | | (19 | ) | | (357 | ) |
Total, net | $ | 3,233 |
| | $ | 1,578 |
| | $ | 2,905 |
| | $ | 7,716 |
|
Reported as: | | | | | | | |
Current | $ | 1,400 |
| | $ | 900 |
| | $ | 1,578 |
| | $ | 3,878 |
|
Noncurrent | 1,833 |
| | 678 |
| | 1,327 |
| | 3,838 |
|
Total, net | $ | 3,233 |
| | $ | 1,578 |
| | $ | 2,905 |
| | $ | 7,716 |
|
|
| | | | | | | | | | | | | | | |
July 28, 2012 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total Financing Receivables |
Gross | $ | 3,429 |
| | $ | 1,796 |
| | $ | 2,651 |
| | $ | 7,876 |
|
Unearned income | (250 | ) | | — |
| | — |
| | (250 | ) |
Allowance for credit loss | (247 | ) | | (122 | ) | | (11 | ) | | (380 | ) |
Total, net | $ | 2,932 |
| | $ | 1,674 |
| | $ | 2,640 |
| | $ | 7,246 |
|
Reported as: | | | | | | | |
Current | $ | 1,200 |
| | $ | 968 |
| | $ | 1,493 |
| | $ | 3,661 |
|
Noncurrent | 1,732 |
| | 706 |
| | 1,147 |
| | 3,585 |
|
Total, net | $ | 2,932 |
| | $ | 1,674 |
| | $ | 2,640 |
| | $ | 7,246 |
|
As of April 27, 2013 and July 28, 2012, the deferred service revenue related to the financed service contracts and other was $1,825 million and $1,838 million, respectively.
Contractual maturities of the gross lease receivables at April 27, 2013 are summarized as follows (in millions): |
| | | | |
Fiscal Year | | Amount |
2013 (remaining three months) | | $ | 516 |
|
2014 | | 1,477 |
|
2015 | | 957 |
|
2016 | | 535 |
|
2017 | | 234 |
|
Thereafter | | 45 |
|
Total | | $ | 3,764 |
|
Actual cash collections may differ from the contractual maturities due to early customer buyouts, refinancings, or defaults.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| |
(b) | Credit Quality of Financing Receivables |
Financing receivables categorized by the Company's internal credit risk rating as of April 27, 2013 and July 28, 2012 are summarized as follows (in millions): |
| | | | | | | | | | | | | | | | | | | | | | | |
| INTERNAL CREDIT RISK RATING | | | | | | |
April 27, 2013 | 1 to 4 | | 5 to 6 | | 7 and Higher | | Total | | Residual Value | | Gross Receivables, Net of Unearned Income |
Lease receivables | $ | 1,654 |
| | $ | 1,476 |
| | $ | 87 |
| | $ | 3,217 |
| | $ | 261 |
| | $ | 3,478 |
|
Loan receivables | 859 |
| | 779 |
| | 33 |
| | 1,671 |
| | — |
| | 1,671 |
|
Financed service contracts and other | 1,620 |
| | 1,160 |
| | 144 |
| | 2,924 |
| | — |
| | 2,924 |
|
Total | $ | 4,133 |
| | $ | 3,415 |
| | $ | 264 |
| | $ | 7,812 |
| | $ | 261 |
| | $ | 8,073 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| INTERNAL CREDIT RISK RATING | | | | | | |
July 28, 2012 | 1 to 4 | | 5 to 6 | | 7 and Higher | | Total | | Residual Value | | Gross Receivables, Net of Unearned Income |
Lease receivables | $ | 1,532 |
| | $ | 1,342 |
| | $ | 31 |
| | $ | 2,905 |
| | $ | 274 |
| | $ | 3,179 |
|
Loan receivables | 831 |
| | 921 |
| | 44 |
| | 1,796 |
| | — |
| | 1,796 |
|
Financed service contracts and other | 1,552 |
| | 1,030 |
| | 69 |
| | 2,651 |
| | — |
| | 2,651 |
|
Total | $ | 3,915 |
| | $ | 3,293 |
| | $ | 144 |
| | $ | 7,352 |
| | $ | 274 |
| | $ | 7,626 |
|
The Company determines the adequacy of its allowance for credit loss by assessing the risks and losses inherent in its financing receivables by portfolio segment. The portfolio segment is based on the types of financing offered by the Company to its customers: lease receivables, loan receivables, and financed service contracts and other.
The Company's internal credit risk ratings of 1 through 4 correspond to investment-grade ratings, while credit risk ratings of 5 and 6 correspond to non-investment grade ratings. Credit risk ratings of 7 and higher correspond to substandard ratings and constitute a relatively small portion of the Company's financing receivables.
In circumstances when collectibility is not deemed reasonably assured, the associated revenue is deferred in accordance with the Company's revenue recognition policies, and the related allowance for credit loss, if any, is included in deferred revenue. The Company also records deferred revenue associated with financing receivables when there are remaining performance obligations, as it does for financed service contracts. Total allowances for credit loss and deferred revenue as of April 27, 2013 and July 28, 2012 were $2,275 million and $2,387 million, respectively, and they were associated with financing receivables (net of unearned income) of $8,073 million and $7,626 million as of their respective period ends. The Company did not modify any financing receivables during the periods presented.
The following tables present the aging analysis of financing receivables as of April 27, 2013 and July 28, 2012 (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DAYS PAST DUE (INCLUDES BILLED AND UNBILLED) | | | | | | | | |
April 27, 2013 | 31-60 | | 61-90 | | 91+ | | Total Past Due | | Current | | Gross Receivables, Net of Unearned Income | | Non-Accrual Financing Receivables | | Impaired Financing Receivables |
Lease receivables | $ | 119 |
| | $ | 45 |
| | $ | 216 |
| | $ | 380 |
| | $ | 3,098 |
| | $ | 3,478 |
| | $ | 23 |
| | $ | 17 |
|
Loan receivables | 26 |
| | 2 |
| | 12 |
| | 40 |
| | 1,631 |
| | 1,671 |
| | 11 |
| | 11 |
|
Financed service contracts and other | 79 |
| | 243 |
| | 424 |
| | 746 |
| | 2,178 |
| | 2,924 |
| | 20 |
| | 10 |
|
Total | $ | 224 |
| | $ | 290 |
| | $ | 652 |
| | $ | 1,166 |
| | $ | 6,907 |
| | $ | 8,073 |
| | $ | 54 |
| | $ | 38 |
|
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| DAYS PAST DUE (INCLUDES BILLED AND UNBILLED) | | | | | | | | |
July 28, 2012 | 31-60 | | 61-90 | | 91+ | | Total Past Due | | Current | | Gross Receivables, Net of Unearned Income | | Non-Accrual Financing Receivables | | Impaired Financing Receivables |
Lease receivables | $ | 151 |
| | $ | 69 |
| | $ | 173 |
| | $ | 393 |
| | $ | 2,786 |
| | $ | 3,179 |
| | $ | 23 |
| | $ | 14 |
|
Loan receivables | 10 |
| | 8 |
| | 11 |
| | 29 |
| | 1,767 |
| | 1,796 |
| | 4 |
| | 4 |
|
Financed service contracts and other | 89 |
| | 68 |
| | 392 |
| | 549 |
| | 2,102 |
| | 2,651 |
| | 18 |
| | 10 |
|
Total | $ | 250 |
| | $ | 145 |
| | $ | 576 |
| | $ | 971 |
| | $ | 6,655 |
| | $ | 7,626 |
| | $ | 45 |
| | $ | 28 |
|
Past due financing receivables are those that are 31 days or more past due according to their contractual payment terms. The data in the preceding tables are presented by contract, and the aging classification of each contract is based on the oldest outstanding receivable, and therefore past due amounts also include unbilled and current receivables within the same contract. The balances of either unbilled or current financing receivables included in the category of 91 days plus past due for lease receivables, loan receivables, and financed service contracts and other were, respectively, $175 million, $6 million, and $334 million as of April 27, 2013. The amounts were, respectively, $139 million, $3 million, and $313 million as of July 28, 2012.
As of April 27, 2013, the Company had financing receivables of $110 million, net of unbilled or current receivables from the same contract, that were in the category for 91 days plus past due but remained on accrual status. Such balance was $109 million as of July 28, 2012. A financing receivable may be placed on nonaccrual status earlier if, in management's opinion, a timely collection of the full principal and interest becomes uncertain.
| |
(c) | Allowance for Credit Loss Rollforward |
The allowances for credit loss and the related financing receivables are summarized as follows (in millions):
|
| | | | | | | | | | | | | | | |
| CREDIT LOSS ALLOWANCES |
Three Months Ended April 27, 2013 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total |
Allowance for credit loss as of January 26, 2013 | $ | 247 |
| | $ | 101 |
| | $ | 13 |
| | $ | 361 |
|
Provisions | 30 |
| | 8 |
| | 6 |
| | 44 |
|
Write-offs net of recoveries | (29 | ) | | (15 | ) | | — |
| | (44 | ) |
Foreign exchange and other | (3 | ) | | (1 | ) | | — |
| | (4 | ) |
Allowance for credit loss as of April 27, 2013 | $ | 245 |
| | $ | 93 |
| | $ | 19 |
| | $ | 357 |
|
Gross receivables as of April 27, 2013, net of unearned income | $ | 3,478 |
| | $ | 1,671 |
| | $ | 2,924 |
| | $ | 8,073 |
|
|
| | | | | | | | | | | | | | | |
| CREDIT LOSS ALLOWANCES |
Nine Months Ended April 27, 2013 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total |
Allowance for credit loss as of July 28, 2012 | $ | 247 |
| | $ | 122 |
| | $ | 11 |
| | $ | 380 |
|
Provisions | 27 |
| | (15 | ) | | 8 |
| | 20 |
|
Write-offs net of recoveries | (29 | ) | | (15 | ) | | — |
| | (44 | ) |
Foreign exchange and other | — |
| | 1 |
| | — |
| | 1 |
|
Allowance for credit loss as of April 27, 2013 | $ | 245 |
| | $ | 93 |
| | $ | 19 |
| | $ | 357 |
|
Gross receivables as of April 27, 2013, net of unearned income | $ | 3,478 |
| | $ | 1,671 |
| | $ | 2,924 |
| | $ | 8,073 |
|
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
| | | | | | | | | | | | | | | |
| CREDIT LOSS ALLOWANCES |
Three Months Ended April 28, 2012 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total |
Allowance for credit loss as of January 28, 2012 | $ | 250 |
| | $ | 110 |
| | $ | 9 |
| | $ | 369 |
|
Provisions | 3 |
| | 7 |
| | 2 |
| | 12 |
|
Write-offs net of recoveries | (1 | ) | | — |
| | — |
| | (1 | ) |
Foreign exchange and other | — |
| | 1 |
| | — |
| | 1 |
|
Allowance for credit loss as of April 28, 2012 | $ | 252 |
| | $ | 118 |
| | $ | 11 |
| | $ | 381 |
|
Gross receivables as of April 28, 2012, net of unearned income | $ | 3,153 |
| | $ | 1,827 |
| | $ | 2,628 |
| | $ | 7,608 |
|
|
| | | | | | | | | | | | | | | |
| CREDIT LOSS ALLOWANCES |
Nine Months Ended April 28, 2012 | Lease Receivables | | Loan Receivables | | Financed Service Contracts and Other | | Total |
Allowance for credit loss as of July 30, 2011 | $ | 237 |
| | $ | 103 |
| | $ | 27 |
| | $ | 367 |
|
Provisions | 23 |
| | 16 |
| | (14 | ) | | 25 |
|
Write-offs net of recoveries | (1 | ) | | — |
| | — |
| | (1 | ) |
Foreign exchange and other | (7 | ) | | (1 | ) | | (2 | ) | | (10 | ) |
Allowance for credit loss as of April 28, 2012 | $ | 252 |
| | $ | 118 |
| | $ | 11 |
| | $ | 381 |
|
Gross receivables as of April 28, 2012, net of unearned income | $ | 3,153 |
| | $ | 1,827 |
| | $ | 2,628 |
| | $ | 7,608 |
|
The Company assesses the allowance for credit loss related to financing receivables on either an individual or a collective basis. The Company considers various factors in evaluating lease and loan receivables and the earned portion of financed service contracts for possible impairment on an individual basis. These factors include the Company's historical experience, credit quality and age of the receivable balances, and economic conditions that may affect a customer's ability to pay. When the evaluation indicates that it is probable that all amounts due pursuant to the contractual terms of the financing agreement, including scheduled interest payments, are unable to be collected, the financing receivable is considered impaired. All such outstanding amounts, including any accrued interest, will be assessed and fully reserved at the customer level.
Typically, the Company also considers receivables with a risk rating of 8 or higher to be impaired and will include them in the individual assessment for allowance. These balances, as of April 27, 2013 and July 28, 2012, are presented under “(b) Credit Quality of Financing Receivables” above.
The Company evaluates the remainder of its financing receivables portfolio for impairment on a collective basis and records an allowance for credit loss at the portfolio segment level. When evaluating the financing receivables on a collective basis, the Company uses expected default frequency rates published by a major third-party credit-rating agency as well as its own historical loss rate in the event of default, while also systematically giving effect to economic conditions, concentration of risk, and correlation.
In the ordinary course of business, the Company provides financing guarantees for various third-party financing arrangements extended to channel partners and end-user customers. Payments under these financing guarantee arrangements were not material for the periods presented.
Channel Partner Financing Guarantees The Company facilitates arrangements for third-party financing extended to channel partners, consisting of revolving short-term financing, generally with payment terms ranging from 60 to 90 days. These financing arrangements facilitate the working capital requirements of the channel partners, and, in some cases, the Company guarantees a portion of these arrangements. The volume of channel partner financing was $5.8 billion and $5.2 billion for the three months ended April 27, 2013 and April 28, 2012, respectively. The volume of channel partner financing was $17.2 billion and $15.9 billion for the nine months ended April 27, 2013 and April 28, 2012, respectively. The balance of the channel partner financing subject to guarantees was $1.4 billion and $1.2 billion as of April 27, 2013 and July 28, 2012, respectively.
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
End-User Financing Guarantees The Company also provides financing guarantees for third-party financing arrangements extended to end-user customers related to leases and loans, which typically have terms of up to three years. The volume of financing provided by third parties for leases and loans as to which the Company had provided guarantees was $38 million and $99 million for the three months ended April 27, 2013 and April 28, 2012, respectively, and was $137 million and $194 million for the nine months ended April 27, 2013 and April 28, 2012, respectively.
Financing Guarantee Summary The aggregate amounts of financing guarantees outstanding at April 27, 2013 and July 28, 2012, representing the total maximum potential future payments under financing arrangements with third parties along with the related deferred revenue, are summarized in the following table (in millions): |
| | | | | | | |
| April 27, 2013 | | July 28, 2012 |
Maximum potential future payments relating to financing guarantees: | | | |
Channel partner | $ | 391 |
| | $ | 277 |
|
End user | 255 |
| | 232 |
|
Total | $ | 646 |
| | $ | 509 |
|
Deferred revenue associated with financing guarantees: | | | |
Channel partner | $ | (227 | ) | | $ | (193 | ) |
End user | (223 | ) | | (200 | ) |
Total | $ | (450 | ) | | $ | (393 | ) |
Maximum potential future payments relating to financing guarantees, net of associated deferred revenue | $ | 196 |
| | $ | 116 |
|
| |
(a) | Summary of Available-for-Sale Investments |
The following tables summarize the Company’s available-for-sale investments (in millions):