Edgar Filing: CISCO SYSTEMS, INC.

CSCO - 2014.01.25 - 10Q Q2'14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)



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

For the quarterly period ended January 25, 2014



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

For the transition period from to

Commission file number 0-18225

CISCO SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)




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

170 West Tasman Drive

San Jose, California 95134

(Address of principal executive office and zip code)

(408) 526-4000

(Registrant’s telephone number, including area code)

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

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

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



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

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

Number of shares of the registrant’s common stock outstanding as of February 14, 2014: 5,151,281,052

Table of Contents

Cisco Systems, Inc.

Form 10-Q for the Quarter Ended January 25, 2014

INDEX



		Page
Part I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets at January 25, 2014 and July 27, 2013	3
	Consolidated Statements of Operations for the Three and Six Months Ended January 25, 2014 and January 26, 2013	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended January 25, 2014 and January 26, 2013	5
	Consolidated Statements of Cash Flows for the Six Months Ended January 25, 2014 and January 26, 2013	6
	Consolidated Statements of Equity for the Six Months Ended January 25, 2014 and January 26, 2013	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 4.	Controls and Procedures	74
Part II.	Other Information	75
Item 1.	Legal Proceedings	75
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	92
Item 3.	Defaults Upon Senior Securities	93
Item 4.	Mine Safety Disclosures	93
Item 5.	Other Information	93
Item 6.	Exhibits	93
	Signature	94

Table of Contents

PART 1. FINANCIAL INFORMATION



Item 1.	Financial Statements (Unaudited)

CISCO SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

(Unaudited)



	January 25, 2014		July 27, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	5,339	$	7,925
Investments	41,726		42,685
Accounts receivable, net of allowance for doubtful accounts of $235 at January 25, 2014 and $228 at July 27, 2013	4,378		5,470
Inventories	1,548		1,476
Financing receivables, net	4,016		4,037
Deferred tax assets	2,419		2,616
Other current assets	1,263		1,312
Total current assets	60,689		65,521
Property and equipment, net	3,234		3,322
Financing receivables, net	3,628		3,911
Goodwill	24,086		21,919
Purchased intangible assets, net	3,693		3,403
Other assets	3,097		3,115
TOTAL ASSETS	$	98,427	$	101,191
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	4,762	$	3,283
Accounts payable	891		1,029
Income taxes payable	—		192
Accrued compensation	2,406		3,182
Deferred revenue	9,350		9,262
Other current liabilities	5,535		5,048
Total current liabilities	22,944		21,996
Long-term debt	12,385		12,928
Income taxes payable	1,483		1,748
Deferred revenue	3,894		4,161
Other long-term liabilities	1,637		1,230
Total liabilities	42,343		42,063
Commitments and contingencies (Note 12)
Equity:
Cisco shareholders’ equity:
Preferred stock, no par value: 5 shares authorized; none issued and outstanding	—		—
Common stock and additional paid-in capital, $0.001 par value: 20,000 shares authorized; 5,191 and 5,389 shares issued and outstanding at January 25, 2014 and July 27, 2013, respectively	41,438		42,297
Retained earnings	13,928		16,215
Accumulated other comprehensive income	703		608
Total Cisco shareholders’ equity	56,069		59,120
Noncontrolling interests	15		8
Total equity	56,084		59,128
TOTAL LIABILITIES AND EQUITY	$	98,427	$	101,191

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per-share amounts)

(Unaudited)



	Three Months Ended						Six Months Ended
	January 25, 2014			January 26, 2013			January 25, 2014			January 26, 2013
REVENUE:
Product	$	8,423		$	9,437		$	17,820		$	18,734
Service	2,732			2,661			5,420			5,240
Total revenue	11,155			12,098			23,240			23,974
COST OF SALES:
Product	4,323			3,857			8,070			7,605
Service	881			898			1,812			1,787
Total cost of sales	5,204			4,755			9,882			9,392
GROSS MARGIN	5,951			7,343			13,358			14,582
OPERATING EXPENSES:
Research and development	1,412			1,452			3,136			2,883
Sales and marketing	2,277			2,387			4,688			4,803
General and administrative	451			584			966			1,144
Amortization of purchased intangible assets	71			118			136			240
Restructuring and other charges	73			13			310			72
Total operating expenses	4,284			4,554			9,236			9,142
OPERATING INCOME	1,667			2,789			4,122			5,440
Interest income	169			160			338			321
Interest expense	(136		)	(147		)	(276		)	(295		)
Other income (loss), net	55			(22		)	111			(55		)
Interest and other income (loss), net	88			(9		)	173			(29		)
INCOME BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES	1,755			2,780			4,295			5,411
Provision for (benefit from) income taxes	326			(363		)	870			176
NET INCOME	$	1,429		$	3,143		$	3,425		$	5,235

Net income per share:
Basic	$	0.27		$	0.59		$	0.64		$	0.99
Diluted	$	0.27		$	0.59		$	0.64		$	0.98
Shares used in per-share calculation:
Basic	5,294			5,318			5,336			5,310
Diluted	5,327			5,357			5,383			5,344

Cash dividends declared per common share	$	0.17		$	0.14		$	0.34		$	0.28

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Three Months Ended						Six Months Ended
	January 25, 2014			January 26, 2013			January 25, 2014			January 26, 2013
Net income	$	1,429		$	3,143		$	3,425		$	5,235
Available-for-sale investments:
Change in net unrealized gains, net of tax benefit (expense) of $(69) and $(122) for the three and six months ended January 25, 2014, respectively, and $(47) and $(46) for the corresponding periods of fiscal 2013, respectively	96			69			217			73
Net gains reclassified into earnings, net of tax expense of $31 and $62 for the three and six months ended January 25, 2014, respectively, and $5 and $14 for the corresponding periods of fiscal 2013, respectively	(51		)	(9		)	(103		)	(26		)
	45			60			114			47
Cash flow hedging instruments:
Change in unrealized gains and losses, net of tax benefit (expense) of $1 and $(2) for the three and six months ended January 25, 2014, respectively, and $(1) for each of the corresponding periods of fiscal 2013, respectively	(4		)	2			31			68
Net (gains) losses reclassified into earnings	(19		)	(8		)	(28		)	(3		)
	(23		)	(6		)	3			65
Net change in cumulative translation adjustment and other, net of tax benefit (expense) of $2 and $(1) for the three and six months ended January 25, 2014, respectively, and $(5) and $(15) for the corresponding periods of fiscal 2013, respectively	(88		)	6			(15		)	120
Other comprehensive (loss) income	(66		)	60			102			232
Comprehensive income	1,363			3,203			3,527			5,467
Comprehensive (income) loss attributable to noncontrolling interests	(3		)	5			(7		)	5
Comprehensive income attributable to Cisco Systems, Inc.	$	1,360		$	3,208		$	3,520		$	5,472

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Six Months Ended
	January 25, 2014			January 26, 2013
Cash flows from operating activities:
Net income	$	3,425		$	5,235
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other	1,203			1,232
Share-based compensation expense	656			608
Provision for receivables	56			(10		)
Deferred income taxes	(26		)	148
Excess tax benefits from share-based compensation	(73		)	(32		)
(Gains) losses on investments and other, net	(163		)	5
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable	1,134			100
Inventories	(77		)	194
Financing receivables	245			(381		)
Other assets	179			(63		)
Accounts payable	(161		)	(17		)
Income taxes, net	(444		)	(1,444		)
Accrued compensation	(804		)	(161		)
Deferred revenue	(205		)	407
Other liabilities	577			(7		)
Net cash provided by operating activities	5,522			5,814

Cash flows from investing activities:
Purchases of investments	(15,874		)	(14,234		)
Proceeds from sales of investments	9,081			4,991
Proceeds from maturities of investments	7,988			8,652
Acquisition of property and equipment	(577		)	(552		)
Acquisition of businesses, net of cash and cash equivalents acquired	(2,784		)	(6,035		)
Purchases of investments in privately held companies	(263		)	(116		)
Return of investments in privately held companies	81			68
Proceeds from sales of property and equipment	164			34
Other	(6		)	(4		)
Net cash used in investing activities	(2,190		)	(7,196		)

Cash flows from financing activities:
Issuances of common stock	837			652
Repurchases of common stock - repurchase program	(5,680		)	(645		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(309		)	(212		)
Short-term borrowings, original maturities less than 90 days, net	998			4
Issuances of debt	4			—
Repayments of debt	(22		)	—
Excess tax benefits from share-based compensation	73			32
Dividends paid	(1,810		)	(1,487		)
Other	(9		)	86
Net cash used in financing activities	(5,918		)	(1,570		)
Net decrease in cash and cash equivalents	(2,586		)	(2,952		)
Cash and cash equivalents, beginning of period	7,925			9,799
Cash and cash equivalents, end of period	$	5,339		$	6,847

Supplemental cash flow information:
Cash paid for interest	$	340		$	341
Cash paid for income taxes, net	$	1,340		$	1,472

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, except per-share amounts)

(Unaudited)



Six Months Ended January 25, 2014	Shares of Common Stock		Common Stock and Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Cisco Shareholders’ Equity			Non-controlling Interests		Total Equity
BALANCE AT JULY 27, 2013	5,389		$	42,297		$	16,215		$	608	$	59,120		$	8	$	59,128
Net income						3,425					3,425					3,425
Other comprehensive income									95		95			7		102
Issuance of common stock	84		837								837					837
Repurchase of common stock	(269	)	(2,118		)	(3,902		)			(6,020		)			(6,020		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(13	)	(309		)						(309		)			(309		)
Cash dividends declared ($0.34 per common share)						(1,810		)			(1,810		)			(1,810		)
Tax effects from employee stock incentive plans			29								29					29
Share-based compensation expense			656								656					656
Purchase acquisitions and other			46								46					46
BALANCE AT JANUARY 25, 2014	5,191		$	41,438		$	13,928		$	703	$	56,069		$	15	$	56,084



Six Months Ended January 26, 2013	Shares of Common Stock		Common Stock and Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Cisco Shareholders’ Equity			Non-controlling Interests			Total Equity
BALANCE AT JULY 28, 2012	5,298		$	39,271		$	11,354		$	661	$	51,286		$	15		$	51,301
Net income						5,235					5,235						5,235
Other comprehensive income									237		237			(5		)	232
Issuance of common stock	76		652								652						652
Repurchase of common stock	(40	)	(298		)	(455		)			(753		)				(753		)
Shares repurchased for tax withholdings on vesting of restricted stock units	(11	)	(212		)						(212		)				(212		)
Cash dividends declared ($0.28 per common share)						(1,487		)			(1,487		)				(1,487		)
Tax effects from employee stock incentive plans			(97		)						(97		)				(97		)
Share-based compensation expense			608								608						608
Purchase acquisitions and other			46								46						46
BALANCE AT JANUARY 26, 2013	5,323		$	39,970		$	14,647		$	898	$	55,515		$	10		$	55,525

In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of January 25, 2014, the Company’s Board of Directors had authorized an aggregate repurchase of up to $97 billion of common stock under this program, with no termination date. The stock repurchases since the inception of this program and the related impacts on Cisco shareholders’ equity are summarized in the following table (in millions):



	Shares of Common Stock	Common Stock and Additional Paid-In Capital		Retained Earnings		Total Cisco Shareholders’ Equity
Repurchases of common stock under the repurchase program	4,137	$	20,120	$	64,806	$	84,926

See Notes to Consolidated Financial Statements.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	Basis of Presentation

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

The accompanying financial data as of January 25, 2014 and for the three and six months ended January 25, 2014 and January 26, 2013 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 27, 2013 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 27, 2013.

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

In the opinion of management, all adjustments (which include normal recurring adjustments, except as disclosed herein) necessary to present fairly the statement of financial position as of January 25, 2014; the results of operations and statements of comprehensive income for the three and six months ended January 25, 2014 and January 26, 2013; and the statements of cash flows and equity for the six months ended January 25, 2014 and January 26, 2013, as applicable, have been made. The results of operations for the three and six months ended January 25, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

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


2.	Recent Accounting Pronouncements


(a)	New Accounting Updates Recently Adopted

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

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

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

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Recent Accounting Standards or Updates Not Yet Effective

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

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


3.	Business Combinations


(a)	Acquisition Summary

The Company completed five business combinations during the six months ended January 25, 2014. A summary of the allocation of the total purchase consideration is presented as follows (in millions):



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

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

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

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

The total purchase consideration related to the Company’s business combinations completed during the six months ended January 25, 2014 consisted of either cash consideration or cash consideration along with vested share-based awards assumed. The total cash and cash equivalents acquired from these business combinations was approximately $132 million. Total transaction costs related to the Company’s business combination activities were $6 million and $17 million for the six months ended January 25, 2014 and January 26, 2013, respectively. These transaction costs were expensed as incurred in general and administrative (“G&A”) expenses in the Consolidated Statements of Operations.

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

The goodwill generated from the Company’s business combinations completed during the six months ended January 25, 2014 is primarily related to expected synergies. The goodwill is generally not deductible for income tax purposes.

The Consolidated Financial Statements include the operating results of each business combination from the date of acquisition. Pro forma results of operations for the acquisitions completed during the six months ended January 25, 2014 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.


(b)	Insieme Networks, Inc.

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


4.	Goodwill and Purchased Intangible Assets


(a)	Goodwill

The following table presents the goodwill allocated to the Company’s reportable segments as of and during the six months ended January 25, 2014 (in millions):



	Balance at July 27, 2013		Acquisitions		Other			Balance at January 25, 2014
Americas	$	13,800	$	1,198	$	(3	)	$	14,995
EMEA	5,037		638		(2		)	5,673
APJC	3,082		336		—			3,418
Total	$	21,919	$	2,172	$	(5	)	$	24,086


(b)	Purchased Intangible Assets

The following table presents details of the Company’s intangible assets acquired through business combinations completed during the six months ended January 25, 2014 (in millions, except years):



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

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CISCO SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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



January 25, 2014	Gross		Accumulated Amortization			Net
Purchased intangible assets with finite lives:
Technology	$	4,103	$	(1,709	)	$	2,394
Customer relationships	1,698		(586		)	1,112
Other	56		(13		)	43
Total purchased intangible assets with finite lives	5,857		(2,308		)	3,549
In-process research and development, with indefinite lives	144		—			144
Total	$	6,001	$	(2,308	)	$	3,693



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

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

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



	Three Months Ended				Six Months Ended
	January 25, 2014		January 26, 2013		January 25, 2014		January 26, 2013
Amortization of purchased intangible assets:
Cost of sales	$	189	$	145	$	363	$	288
Operating expenses	71		118		136		240
Total	$	260	$	263	$	499	$	528

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

The estimated future amortization expense of purchased intangible assets with finite lives as of January 25, 2014 is as follows (in millions):



Fiscal Year	Amount
2014 (remaining six months)	$	517
2015	952
2016	721
2017	545
2018	391
Thereafter	423
Total	$	3,549

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


5.	Restructuring and Other Charges

August Fiscal 2014 Plan

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

In connection with this restructuring action, the Company incurred charges of $73 million and $310 million for the three and six months ended January 25, 2014. The Company expects total pre-tax charges pursuant to these restructuring actions not to exceed $550 million and it expects the remaining charges to be incurred through the end of fiscal 2014.

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



August Fiscal 2014 Plan	Employee Severance			Other			Total
Gross charges in fiscal 2014	$	314		$	(4	)	$	310
Cash payments	(270		)	—			(270		)
Non-cash items	—			4			4
Liability as of January 25, 2014	$	44		$	—		$	44

Fiscal 2011 Plans

The Fiscal 2011 Plans consist primarily of the realignment and restructuring of the Company’s business announced in July 2011 and of certain consumer product lines as announced during April 2011. The Company completed the Fiscal 2011 Plans at the end of fiscal 2013 and does not expect any remaining charges related to these actions. The Company incurred cumulative charges of approximately $1.1 billion in connection with these plans. For the three and six months ended January 26, 2013, such charges were $13 million and $72 million. The remaining liability balance as of January 25, 2014 was $9 million inclusive of severance and non-severance activities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


6.	Balance Sheet Details

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



	January 25, 2014		July 27, 2013
Inventories:
Raw materials	$	81	$	105
Work in process	6		24
Finished goods:
Distributor inventory and deferred cost of sales	598		572
Manufactured finished goods	579		480
Total finished goods	1,177		1,052
Service-related spares	244		256
Demonstration systems	40		39
Total	$	1,548	$	1,476



Property and equipment, net:
Land, buildings, and building and leasehold improvements	$	4,386		$	4,426
Computer equipment and related software	1,429			1,416
Production, engineering, and other equipment	5,826			5,721
Operating lease assets ⁽¹⁾	313			326
Furniture and fixtures	503			497
	12,457			12,386
Less accumulated depreciation and amortization ⁽¹⁾	(9,223		)	(9,064		)
Total	$	3,234		$	3,322

(1) Accumulated depreciation related to operating lease assets was $194 and $203 as of January 25, 2014 and July 27, 2013, respectively.



Other assets:
Deferred tax assets	$	1,492	$	1,539
Investments in privately held companies	916		833
Other	689		743
Total	$	3,097	$	3,115



Deferred revenue:
Service	$	8,843	$	9,403
Product:
Unrecognized revenue on product shipments and other deferred revenue	3,549		3,340
Cash receipts related to unrecognized revenue from two-tier distributors	852		680
Total product deferred revenue	4,401		4,020
Total	$	13,244	$	13,423
Reported as:
Current	$	9,350	$	9,262
Noncurrent	3,894		4,161
Total	$	13,244	$	13,423

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


7.	Financing Receivables and Guarantees


(a)	Financing Receivables

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

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



January 25, 2014	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total Financing Receivables
Gross	$	3,803		$	1,660		$	2,807		$	8,270
Unearned income	(252		)	—			—			(252		)
Allowance for credit loss	(254		)	(98		)	(22		)	(374		)
Total, net	$	3,297		$	1,562		$	2,785		$	7,644
Reported as:
Current	$	1,471		$	824		$	1,721		$	4,016
Noncurrent	1,826			738			1,064			3,628
Total, net	$	3,297		$	1,562		$	2,785		$	7,644



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

As of January 25, 2014 and July 27, 2013, the deferred service revenue related to the financed service contracts and other was $1,621 million and $2,036 million, respectively.

Contractual maturities of the gross lease receivables at January 25, 2014 are summarized as follows (in millions):



Fiscal Year	Amount
2014 (remaining six months)	$	992
2015	1,365
2016	848
2017	439
2018	159
Thereafter	—
Total	$	3,803

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


(b)	Credit Quality of Financing Receivables

Financing receivables categorized by the Company’s internal credit risk rating as of January 25, 2014 and July 27, 2013 are summarized as follows (in millions):



	INTERNAL CREDIT RISK RATING
January 25, 2014	1 to 4		5 to 6		7 and Higher		Total		Residual Value		Gross Receivables, Net of Unearned Income
Lease receivables	$	1,608	$	1,558	$	139	$	3,305	$	246	$	3,551
Loan receivables	890		682		88		1,660		—		1,660
Financed service contracts and other	1,641		1,060		106		2,807		—		2,807
Total	$	4,139	$	3,300	$	333	$	7,772	$	246	$	8,018



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

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

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

In circumstances when collectibility is not deemed reasonably assured, the associated revenue is deferred in accordance with the Company’s revenue recognition policies, and the related allowance for credit loss, if any, is included in deferred revenue. The Company also records deferred revenue associated with financing receivables when there are remaining performance obligations, as it does for financed service contracts. Total allowances for credit loss and deferred revenue as of January 25, 2014 and July 27, 2013 were $2,039 million and $2,453 million, respectively, and they were associated with financing receivables (net of unearned income) of $8,018 million and $8,292 million as of their respective period ends.

The following tables present the aging analysis of financing receivables as of January 25, 2014 and July 27, 2013 (in millions):



	DAYS PAST DUE (INCLUDES BILLED AND UNBILLED)
January 25, 2014	31-60		61-90		91+		Total Past Due		Current		Gross Receivables, Net of Unearned Income		Nonaccrual Financing Receivables		Impaired Financing Receivables
Lease receivables	$	86	$	40	$	162	$	288	$	3,263	$	3,551	$	59	$	53
Loan receivables	6		5		11		22		1,638		1,660		16		16
Financed service contracts and other	201		66		227		494		2,313		2,807		11		8
Total	$	293	$	111	$	400	$	804	$	7,214	$	8,018	$	86	$	77

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



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

Past due financing receivables are those that are 31 days or more past due according to their contractual payment terms. The data in the preceding tables are presented by contract, and the aging classification of each contract is based on the oldest outstanding receivable, and therefore past due amounts also include unbilled and current receivables within the same contract. The balances of either unbilled or current financing receivables included in the category of 91 days plus past due for financing receivables were $289 million and $406 million as of January 25, 2014 and July 27, 2013, respectively.

As of January 25, 2014, the Company had financing receivables of $57 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 $87 million as of July 27, 2013. A financing receivable may be placed on nonaccrual status earlier if, in management’s opinion, a timely collection of the full principal and interest becomes uncertain.


(c)	Allowance for Credit Loss Rollforward

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



	CREDIT LOSS ALLOWANCES
Three Months Ended January 25, 2014	Lease Receivables			Loan Receivables			Financed Service Contracts and Other		Total
Allowance for credit loss as of October 26, 2013	$	237		$	93		$	20	$	350
Provisions	18			9			2		29
Recoveries (write-offs), net	1			—			—		1
Foreign exchange and other	(2		)	(4		)	—		(6		)
Allowance for credit loss as of January 25, 2014	$	254		$	98		$	22	$	374
Gross receivables as of January 25, 2014, net of unearned income	$	3,551		$	1,660		$	2,807	$	8,018



	CREDIT LOSS ALLOWANCES
Six Months Ended January 25, 2014	Lease Receivables		Loan Receivables			Financed Service Contracts and Other		Total
Allowance for credit loss as of July 27, 2013	$	238	$	86		$	20	$	344
Provisions	15		15			2		32
Recoveries (write-offs), net	1		—			—		1
Foreign exchange and other	—		(3		)	—		(3		)
Allowance for credit loss as of January 25, 2014	$	254	$	98		$	22	$	374

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	CREDIT LOSS ALLOWANCES
Three Months Ended January 26, 2013	Lease Receivables			Loan Receivables			Financed Service Contracts and Other			Total
Allowance for credit loss as of October 27, 2012	$	248		$	114		$	12		$	374
Provisions	(1		)	(14		)	2			(13		)
Foreign exchange and other	—			1			(1		)	—
Allowance for credit loss as of January 26, 2013	$	247		$	101		$	13		$	361
Gross receivables as of January 26, 2013, net of unearned income	$	3,444		$	1,785		$	2,863		$	8,092



	CREDIT LOSS ALLOWANCES
Six Months Ended January 26, 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	(3		)	(24		)	3			(24		)
Foreign exchange and other	3			3			(1		)	5
Allowance for credit loss as of January 26, 2013	$	247		$	101		$	13		$	361

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

Typically, the Company also considers receivables with a risk rating of 8 or higher to be impaired and will include them in the individual assessment for allowance. These balances, as of January 25, 2014 and July 27, 2013, are presented under “(b) Credit Quality of Financing Receivables” above.

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


(d)	Financing Guarantees

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

Channel Partner Financing Guarantees The Company facilitates arrangements for third-party financing extended to channel partners, consisting of revolving short-term financing, generally with payment terms ranging from 60 to 90 days. These financing arrangements facilitate the working capital requirements of the channel partners, and, in some cases, the Company guarantees a portion of these arrangements. The volume of channel partner financing was $5.9 billion and $5.8 billion for the three months ended January 25, 2014 and January 26, 2013, respectively. The volume of channel partner financing was $12.2 billion and $11.4 billion for the six months ended January 25, 2014 and January 26, 2013, respectively. The balance of the channel partner financing subject to guarantees was $1.3 billion and $1.4 billion as of January 25, 2014 and July 27, 2013, respectively.

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 $20 million and $55 million for the three months ended January 25, 2014 and January 26, 2013, respectively, and was $45 million and $99 million for the six months ended January 25, 2014 and January 26, 2013, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Financing Guarantee Summary The aggregate amounts of financing guarantees outstanding at January 25, 2014 and July 27, 2013, representing the total maximum potential future payments under financing arrangements with third parties along with the related deferred revenue, are summarized in the following table (in millions):



	January 25, 2014			July 27, 2013
Maximum potential future payments relating to financing guarantees:
Channel partner	$	479		$	438
End user	226			237
Total	$	705		$	675
Deferred revenue associated with financing guarantees:
Channel partner	$	(251	)	$	(225	)
End user	(189		)	(191		)
Total	$	(440	)	$	(416	)
Maximum potential future payments relating to financing guarantees, net of associated deferred revenue	$	265		$	259


8.	Investments


(a)	Summary of Available-for-Sale Investments

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



January 25, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed income securities:
U.S. government securities	$	29,166	$	30	$	(5	)	$	29,191
U.S. government agency securities	1,307		2		—			1,309
Non-U.S. government and agency securities	687		2		(1		)	688
Corporate debt securities	8,031		74		(15		)	8,090
U.S. agency mortgage-backed securities	449		4		—			453
Total fixed income securities	39,640		112		(21		)	39,731
Publicly traded equity securities	1,280		719		(4		)	1,995
Total	$	40,920	$	831	$	(25	)	$	41,726



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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


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

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



	Three Months Ended						Six Months Ended
	January 25, 2014			January 26, 2013			January 25, 2014			January 26, 2013
Gross realized gains	$	97		$	57		$	192		$	120
Gross realized losses	(15		)	(44		)	(27		)