UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~(Mark one)~~


~~[X]~~(Mark one)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the quarterly period ended October 26, 2002~~


		For the quarterly period ended January 25, 2003

		OR

~~[ ]~~o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

~~For the transition period from ___________ to ___________~~

Commission file number 0-18225

CISCO SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)


California (State or other jurisdiction of incorporation or organization)		77-0059951 (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 filing requirements for the past 90 days.


YESx		NOo

~~YES [X] NO [ ]~~

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

~~YES [ ] NO [X]~~


YESo		NOx

As of ~~November 18, 2002, 7,225,133,163~~February 19, 2003, 7,111,864,780 shares of the Registrant’s common stock were outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~Consolidated Statements of Operations for the three and six months ended January 25, 2003 and January 26, 2002

~~CONSOLIDATED BALANCE SHEETS~~Consolidated Balance Sheets at January 25, 2003 and July 27, 2002

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~Consolidated Statements of Cash Flows for the six months ended January 25, 2003 and January 26, 2002

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~Consolidated Statements of Shareholders' Equity for the six months ended January 25, 2003 and January 26, 2002

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements

Item 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 4. Submission of Matters to a Vote of Security Holders

Item 6. Exhibits and Reports on Form 8-K

SIGNATURE

EXHIBIT 99.1

EXHIBIT 99.2

Cisco Systems, Inc.

FORM 10-Q for the Quarter Ended ~~October 26, 2002~~January 25, 2003

INDEX


					Page

Part I.I	Financial Information

Item 1.	Financial Statements (Unaudited)

		Consolidated Statements of Operations for the three and six months ended ~~October~~January 25, 2003 and January 26, 2002 ~~and October 27, 2001~~			3

		Consolidated Balance Sheets at ~~October 26, 2002~~January 25, 2003 and July 27, 2002			4

		Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~October~~January 25, 2003 and January 26, 2002 ~~and October 27, 2001~~			5

		Consolidated Statements of Shareholders’ Equity for the ~~three~~six months ended ~~October~~January 25, 2003 and January 26, 2002 ~~and October 27, 2001~~			6

		Notes to Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2628

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5561

Item 4.	Controls and Procedures		5662

Part ~~II.~~II	Other Information

Item 1.	Legal Proceedings		5662

Item 2.	Changes in Securities and Use of Proceeds		5763

Item 4.	Submission of Matters to a Vote of Security Holders		63

Item 6.	Exhibits and Reports on Form 8-K		5764

	Signature		5865

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements ~~(Unaudited)~~

Cisco Systems, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per-share amounts)
(Unaudited)

Three Months Ended

October 26, October 27,
2002 2001

NET SALES:
Product $ 4,013 $ 3,656
Service 832 792

Total net sales 4,845 4,448

COST OF SALES:
Product 1,237 1,500
Service 250 256

Total cost of sales 1,487 1,756

GROSS MARGIN 3,358 2,692
OPERATING EXPENSES:
Research and development 824 917
Sales and marketing 1,098 1,096
General and administrative 154 151
Amortization of purchased intangible assets 114 146
In-process research and development — 37

Total operating expenses 2,190 2,347

OPERATING INCOME 1,168 345
Interest income 179 234
Other income (loss), net (475 ) (922 )

INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES 872 (343 )
Provision for (benefit from) income taxes 254 (75 )

NET INCOME (LOSS) $ 618 $ (268 )

Net income (loss) per share— basic $ 0.09 $ (0.04 )

Net income (loss) per share— diluted $ 0.08 $ (0.04 )

Shares used in per-share calculation— basic 7,249 7,307

Shares used in per-share calculation— diluted 7,327 7,307


				Three Months Ended						Six Months Ended

				January 25,			January 26,			January 25,			January 26,
				2003			2002			2003			2002

NET SALES:
	Product			$	3,891		$	4,022		$	7,904		$	7,678
	Services				822			794			1,654			1,586

		Total net sales			4,713			4,816			9,558			9,264

COST OF SALES:
	Product				1,144			1,593			2,381			3,093
	Services				252			253			502			509

		Total cost of sales			1,396			1,846			2,883			3,602

	GROSS MARGIN				3,317			2,970			6,675			5,662
OPERATING EXPENSES:
	Research and development				826			862			1,650			1,779
	Sales and marketing				975			1,071			2,073			2,167
	General and administrative				174			148			328			299
	Amortization of purchased intangible assets				78			136			192			282
	In-process research and development				—			—			—			37

			Total operating expenses		2,053			2,217			4,243			4,564

OPERATING INCOME					1,264			753			2,432			1,098
Interest income					174			233			353			467
Other loss, net					(51	)		(54	)		(526	)		(976	)

INCOME BEFORE PROVISION FOR INCOME TAXES					1,387			932			2,259			589
Provision for income taxes					396			272			650			197

	NET INCOME			$	991		$	660		$	1,609		$	392

Net income per share—basic				$	0.14		$	0.09		$	0.22		$	0.05

Net income per share—diluted				$	0.14		$	0.09		$	0.22		$	0.05

Shares used in per-share calculation—basic					7,187			7,311			7,217			7,309

Shares used in per-share calculation—diluted					7,286			7,496			7,307			7,480

See Notes to Consolidated Financial Statements

Cisco Systems, Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
(Unaudited)


			October 26,		July 27,						January 25,		July 27,
			2002		2002						2003		2002

ASSETS	ASSETS							ASSETS
Current assets:	Current assets:							Current assets:
								Cash and cash equivalents			$	5,013	$	9,484
	Cash and cash equivalents		$	6,986	$	9,484		Short-term investments				4,523		3,172
	Short-term investments			3,325		3,172		Accounts receivable, net of allowance for doubtful accounts
	Accounts receivable, net of allowance for doubtful accounts of $346 at October 26, 2002 and $335 at July 27, 2002			1,109		1,105			of $317 at January 25, 2003 and $335 at July 27, 2002			1,107		1,105
	Inventories, net			828		880		Inventories				775		880
	Deferred tax assets			2,106		2,030		Deferred tax assets				2,116		2,030
	Lease receivables, net			194		239		Lease receivables, net				175		239
	Prepaid expenses and other current assets			548		523		Prepaid expenses and other current assets				580		523

		Total current assets		15,096		17,433				Total current assets		14,289		17,433
Investments	Investments			10,877		8,800		Investments				11,661		8,800
Property and equipment, net	Property and equipment, net			3,921		4,102		Property and equipment, net				3,890		4,102
Goodwill	Goodwill			3,709		3,565		Goodwill				3,717		3,565
Purchased intangible assets, net	Purchased intangible assets, net			682		797		Purchased intangible assets, net				606		797
Lease receivables, net	Lease receivables, net			41		39		Lease receivables, net				42		39
Other assets	Other assets			2,872		3,059		Other assets				3,141		3,059

		TOTAL ASSETS	$	37,198	$	37,795				TOTAL ASSETS	$	37,346	$	37,795

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:							Current liabilities:
	Accounts payable		$	540	$	470		Accounts payable			$	518	$	470
	Income taxes payable			508		579		Income taxes payable				773		579
	Accrued compensation			1,083		1,365		Accrued compensation				1,251		1,365
	Deferred revenue			2,980		3,143		Deferred revenue				2,920		3,143
	Other accrued liabilities			2,424		2,496		Other accrued liabilities				2,280		2,496
	Restructuring liabilities			336		322		Restructuring liabilities				322		322

		Total current liabilities		7,871		8,375				Total current liabilities		8,064		8,375
Deferred revenue	Deferred revenue			771		749		Deferred revenue				817		749

		Total liabilities		8,642		9,124				Total liabilities		8,881		9,124

Commitments and contingencies (Note 6)	Commitments and contingencies (Note 6)							Commitments and contingencies (Note 6)
Minority interest	Minority interest			10		15		Minority interest				10		15
Shareholders’ equity:	Shareholders’ equity:							Shareholders’ equity:
	Preferred stock, no par value: 5 shares authorized; none issued and outstanding			—		—		Preferred stock, no par value: 5 shares authorized;
	Common stock and additional paid-in capital, $0.001 par value: 20,000 shares authorized; 7,233 and 7,303 shares issued and outstanding at October 26, 2002 and July 27, 2002, respectively			20,875		20,950			none issued and outstanding			—		—
	Retained earnings			7,527		7,733		Common stock and additional paid-in capital, $0.001 par value:
	Accumulated other comprehensive income (loss)			144		(27	)		20,000 shares authorized; 7,150 and 7,303 shares issued and
									outstanding at January 25, 2003 and July 27, 2002, respectively			20,814		20,950
		Total shareholders’ equity		28,546		28,656		Retained earnings				7,346		7,733
								Accumulated other comprehensive income (loss)				295		(27	)
		TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	37,198	$	37,795
										Total shareholders’ equity		28,455		28,656

										TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	37,346	$	37,795

See Notes to Consolidated Financial Statements

Cisco Systems, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)


					Three Months Ended									Six Months Ended

					October 26,			October 27,						January 25,			January 26,
					2002			2001						2003			2002

Cash flows from operating activities:	Cash flows from operating activities:										Cash flows from operating activities:
											Net income			$	1,609		$	392
	Net income (loss)				$	618		$	(268	)	Adjustments to reconcile net income to net cash
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:										provided by operating activities:
		Depreciation and amortization				410			459			Depreciation and amortization			783			935
		Provision for doubtful accounts				47			26			Provision for doubtful accounts			76			60
		Provision for (benefit from) inventory				7			(29	)		Provision for (benefit from) inventory			10			(3	)
		Deferred income taxes				(27	)		(540	)		Deferred income taxes			(103	)		(445	)
		Tax benefits from employee stock option plans				3			43			Tax benefits from employee stock option plans			11			49
		In-process research and development				—			25			In-process research and development			—			25
		Net (gains) losses on investments and provision for losses				474			971			Net (gains) losses on investments and provision for losses			509			1,014
		Change in operating assets and liabilities:										Change in operating assets and liabilities:
			Accounts receivable			(51	)		259				Accounts receivable		(78	)		256
			Inventories			49			229				Inventories		98			570
			Prepaid expenses and other current assets			(36	)		70				Prepaid expenses and other current assets		(55	)		15
			Accounts payable			70			(185	)			Accounts payable		48			(273	)
			Income taxes payable			(70	)		34				Income taxes payable		(79	)		35
			Accrued compensation			(282	)		122				Accrued compensation		(114	)		356
			Deferred revenue			(141	)		321				Deferred revenue		(155	)		623
			Other accrued liabilities			(18	)		(83	)			Other accrued liabilities		(134	)		(110	)
			Restructuring liabilities			14			(70	)			Restructuring liabilities		—			(108	)

				Net cash provided by operating activities		1,067			1,384				Net cash provided by operating activities		2,426			3,391

Cash flows from investing activities:	Cash flows from investing activities:										Cash flows from investing activities:
	Purchases of short-term investments					(1,671	)		(2,327	)	Purchases of short-term investments				(4,312	)		(2,762	)
	Proceeds from sales and maturities of short-term investments					1,941			1,724		Proceeds from sales and maturities of short-term investments				3,877			3,173
	Purchases of investments					(4,981	)		(2,790	)	Purchases of investments				(8,356	)		(8,441	)
	Proceeds from sales and maturities of investments					2,251			2,040		Proceeds from sales and maturities of investments				4,519			5,680
	Purchases of restricted investments					—			(19	)	Purchases of restricted investments				—			(61	)
	Proceeds from sales and maturities of restricted investments					—			161		Proceeds from sales and maturities of restricted investments				—			191
	Acquisition of property and equipment					(122	)		(292	)	Acquisition of property and equipment				(341	)		(482	)
	Acquisition of businesses, net of cash and cash equivalents					2			14		Acquisition of businesses, net of cash and cash equivalents				2			14
	Change in lease receivables, net					43			165		Change in lease receivables, net				61			202
	Purchases of investments in privately held companies					(12	)		(19	)	Purchases of investments in privately held companies				(88	)		(37	)
	Lease deposits					—			(73	)	Lease deposits				—			(73	)
	Purchase of minority interest of Cisco Systems, K.K. (Japan)					(59	)		(37	)	Purchase of minority interest of Cisco Systems, K.K. (Japan)				(59	)		(65	)
	Other					91			(138	)	Other				108			(43	)

				Net cash used in investing activities		(2,517	)		(1,591	)			Net cash used in investing activities		(4,589	)		(2,704	)

Cash flows from financing activities:	Cash flows from financing activities:										Cash flows from financing activities:
	Issuance of common stock					41			171		Issuance of common stock				231			384
	Repurchase of common stock					(1,077	)		(350	)	Repurchase of common stock				(2,552	)		(601	)
	Other					(12	)		—		Other				13			(6	)

				Net cash used in financing activities		(1,048	)		(179	)			Net cash used in financing activities		(2,308	)		(223	)

Net decrease in cash and cash equivalents						(2,498	)		(386	)
Net (decrease) increase in cash and cash equivalents											Net (decrease) increase in cash and cash equivalents				(4,471	)		464
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period					9,484			4,873		Cash and cash equivalents, beginning of period				9,484			4,873

Cash and cash equivalents, end of period	Cash and cash equivalents, end of period				$	6,986		$	4,487		Cash and cash equivalents, end of period			$	5,013		$	5,337

See Notes to Consolidated Financial Statements

Cisco Systems, Inc.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)

Common Stock Accumulated
and Other Total
Three Months Shares of Additional Retained Comprehensive Shareholders'
Ended October 27, 2001 Common Stock Paid-In Capital Earnings Income Equity

BALANCE AT JULY 28, 2001 7,324 $ 20,051 $ 7,344 $ (275 ) $ 27,120
Net loss — — (268 ) — (268 )
Change in net unrealized gains and losses on investments — — — 555 555
Other — — — (2 ) (2 )

Comprehensive income — — — — 285

Issuance of common stock 23 171 — — 171
Repurchase of common stock (27 ) (74 ) (276 ) (350 )
Tax benefits from employee stock option plans — 43 — — 43
Purchase acquisitions 8 128 — — 128
Amortization of deferred stock-based compensation — 53 — — 53

BALANCE AT OCTOBER 27, 2001 7,328 $ 20,372 $ 6,800 $ 278 $ 27,450


					Common Stock						Accumulated
					and						Other			Total
Six Months		Shares of			Additional			Retained			Comprehensive			Shareholders'
Ended January 26, 2002		Common Stock			Paid-In Capital			Earnings			Income (Loss)			Equity

BALANCE AT JULY 28, 2001			7,324		$	20,051		$	7,344		$	(275	)	$	27,120
Net income			—			—			392			—			392
Change in unrealized gains and losses
	on investments, net of tax		—			—			—			581			581
Other			—			—			—			(12	)		(12	)

Comprehensive income			—			—			—			—			961

Issuance of common stock			43			384			—			—			384
Repurchase of common stock			(40	)		(111	)		(490	)		—			(601	)
Tax benefits from employee stock
	option plans		—			49			—			—			49
Purchase acquisitions			8			128			—			—			128
Amortization of deferred stock-based
	compensation		—			102			—			—			102

BALANCE AT JANUARY 26, 2002			7,335		$	20,603		$	7,246		$	294		$	28,143


				Common Stock						Accumulated										Common Stock						Accumulated
				and						Other			Total							and						Other			Total
Three Months	Shares of			Additional			Retained			Comprehensive			Shareholders'
Ended October 26, 2002	Common Stock			Paid-In Capital			Earnings			Income			Equity
Six Months																Six Months	Shares of			Additional			Retained			Comprehensive			Shareholders'
Ended January 25, 2003																Ended January 25, 2003	Common Stock			Paid-In Capital			Earnings			Income (Loss)			Equity

BALANCE AT JULY 27, 2002		7,303		$	20,950		$	7,733		$	(27	)	$	28,656		BALANCE AT JULY 27, 2002		7,303		$	20,950		$	7,733		$	(27	)	$	28,656
Net income		—			—			618			—			618		Net income		—			—			1,609			—			1,609
Change in net unrealized gains and losses on investments		—			—			—			194			194
Change in unrealized gains and losses																Change in unrealized gains and losses
																on investments, net of tax		—			—			—			300			300
Other		—			—			—			(23	)		(23	)	Other		—			—			—			22			22

Comprehensive income		—			—			—			—			789		Comprehensive income		—			—			—			—			1,931

Issuance of common stock		7			41			—			—			41		Issuance of common stock		28			231			—			—			231
Repurchase of common stock		(88	)		(253	)		(824	)		—			(1,077	)	Repurchase of common stock		(193	)		(556	)		(1,996	)		—			(2,552	)
Tax benefits from employee stock option plans		—			3			—			—			3
Tax benefits from employee stock																Tax benefits from employee stock
																option plans		—			11			—			—			11
Purchase acquisitions		11			90			—			—			90		Purchase acquisitions		12			100			—			—			100
Amortization of deferred stock-based compensation		—			44			—			—			44
Amortization of deferred stock-based																Amortization of deferred stock-based
																compensation		—			78			—			—			78
BALANCE AT OCTOBER 26, 2002		7,233		$	20,875		$	7,527		$	144		$	28,546

BALANCE AT JANUARY 25, 2003																BALANCE AT JANUARY 25, 2003		7,150		$	20,814		$	7,346		$	295		$	28,455

See Notes to Consolidated Financial Statements

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Description of Business

Cisco Systems, Inc. (the “Company” or “Cisco”) manufactures and sells networking and communications products and provides services associated with that equipment and its use. Its products are installed at corporations, public institutions, and telecommunication companies, and are also found in small and medium-sized commercial enterprises. Cisco provides a broad line of products for transporting data, voice, and video within buildings, across campuses, or around the world.

2. Summary of Significant Accounting Policies

Fiscal Year

The Company’s fiscal year is the 5252- or ~~53 weeks~~53-week period ending on the last Saturday in July. Fiscal 2003 and 2002 are 52-week fiscal years.

Basis of Presentation

The accompanying financial data as of ~~October 26, 2002~~January 25, 2003 and for the three and six months ended ~~October~~January 25, 2003 and January 26, 2002 ~~and October 27, 2001~~ has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange ~~Commission (“SEC”).~~Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The July 27, 2002 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. 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, as amended, for the fiscal year ended July 27, 2002.

In the opinion of management, all adjustments (which include normal recurring adjustments except as disclosed herein) necessary to present a fair statement of financial position as of ~~October 26, 2002,~~January 25, 2003, results of operations, cash flows and shareholders’ equity for the three and six months ended ~~October~~January 25, 2003 and January 26, 2002, ~~and October 27, 2001,~~as applicable, have been made. The results of operations for the three and six months ended ~~October 26, 2002~~January 25, 2003 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

Employee Stock Options

The Company accounts for stock-based awards to employees and directors using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”). Under the intrinsic value method,

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in the Company’s Consolidated Statements of Operations.

The Company is required under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to disclose pro forma information regarding option grants made to its employees based on specified valuation techniques that produce estimated compensation charges.

Computation of Net Income ~~(Loss)~~ per Share

Basic net income ~~(loss)~~ per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. ~~Diluted net loss per share is computed using the weighted-average number of common shares and excludes dilutive potential common shares outstanding, as their effect is antidilutive.~~ Dilutive potential common shares consist of employee stock options and restricted common stock.

~~Long-Lived Assets~~Recent Accounting Pronouncements

~~In the first quarter of fiscal 2003, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment~~Costs Associated with Exit or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 establishes a single accounting model, based on the framework established in Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” (“SFAS 121”), for long-lived assets to be disposed of by sale, and resolves implementation issues related to SFAS 121. The adoption of SFAS 144 did not have a material impact on the Company’s operating results or financial position.

~~Recent Accounting Pronouncement~~Activities

~~In July 2002, the Financial Accounting Standards Board issued~~ Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”)., was issued in June 2002. SFAS 146 requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS 146 is effective for exit or disposal activities that ~~are~~were initiated after December 31, 2002. The adoption of SFAS 146 did not have a material impact on the Company’s operating results or financial position.

Guarantor’s Accounting and Disclosure Requirements for Guarantees

Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), was issued in November 2002. FIN 45 requires that upon issuance of a guarantee, the guarantor must disclose and recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement requirement of FIN 45 is effective for guarantees issued or modified after December 31, 2002. As of January 25, 2003, the Company’s guarantees that were issued or modified after December 31, 2002 were not material. The disclosure requirements of FIN 45 are effective for interim and annual periods ending after December 15, 2002, and are applicable to the Company’s product warranty liability and certain guarantees issued before December 31, 2002. As of January 25, 2003 and July 27, 2002, the Company’s product warranty liability was $240 million and $242 million, respectively (See Note 6 to the Consolidated Financial Statements.) The Company’s guarantees issued before December 31, 2002, which would have been disclosed in accordance with the disclosure requirements of FIN 45, were not material.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Consolidation of Variable Interest Entities

Financial Accounting Standards Board Interpretation No.46, “Consolidation of Variable Interest Entities” (“FIN 46”), was issued in January 2003. FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. FIN 46 requires that its provisions are effective immediately for all arrangements entered into after January 31, 2003. The Company does not have any variable interest entities created after January 31, 2003. For those arrangements entered into prior to January 31, 2003, the FIN 46 provisions are required to be adopted at the beginning of the first interim or annual period beginning after June 15, 2003.

The Company is evaluating its debt investment in Andiamo Systems, Inc. (“Andiamo”), which may be considered to be a variable interest entity under FIN 46. As a result, the Company may be required to consolidate Andiamo in its consolidated financial statements beginning in the first quarter of the Company’s fiscal 2004. The Company has expensed its entire investment in Andiamo as research and development costs, as if such expenses constituted the development costs of the Company. Such costs recorded by the Company are in excess of the operating losses recognized by Andiamo in its financial statements from inception to date. Such costs do not consider the impact of any potential non-cash stock compensation charges as the Financial Accounting Standards Board is currently addressing the accounting and reporting requirements related to this specific consideration. Excluding these potential non-cash stock compensation charges, the impact of consolidation will not materially affect the Company’s financial results.

The nature of Cisco’s debt investment in Andiamo and other related disclosures is included in Note 6 to the Consolidated Financial Statements.

Accounting for Stock-Based Compensation

Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure an Amendment of FASB Statement No. 123” (“SFAS 148”), was issued in December 2002. SFAS 148 amends SFAS 123 to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The alternative methods of transition of SFAS 148 are effective for fiscal years ending after December 15, 2002. The disclosure provision of SFAS 148 is effective for interim periods beginning after December 15, 2002. The Company follows APB 25 in accounting for its employee stock options. The Company does not expect the adoption of SFAS ~~146~~148 to have a material impact on its operating results or financial position.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Reclassifications

Certain reclassifications have been made to prior period balances in order to conform to the current period presentation.

3. Business Combinations

During the first quarter of fiscal 2003, the Company completed the acquisition of AYR Networks, Inc. to augment the continued evolution of Cisco IOS® Software, the network systems software for the Company’s routing and switching platforms. ~~The~~During the second quarter of fiscal 2003, the Company completed the acquisition of Psionic Software, Inc. to complement its continued development of network security software in the vulnerability assessment and management security services areas. A summary of the purchase acquisitions completed in the first six months of fiscal 2003 is summarized as follows (in millions):


	Consideration						Purchased					Consideration						Purchased
	Including Assumed		In-Process				Intangible					Including Assumed		In-Process				Intangible
Acquired Company	Liabilities		R&D Expense		Goodwill		Assets		Acquired Company	Shares Issued		Liabilities		R&D Expense		Goodwill		Assets

AYR Networks, Inc.		$97		$—		$59		$—	AYR Networks, Inc.		9	$	97	$	—	$	59	$	—
Psionic Software, Inc.									Psionic Software, Inc.		1		13		—		8		5

									Total		10	$	110	$	—	$	67	$	5

The purchase ~~price was~~prices of both acquisitions were also allocated to tangible assets and deferred stock-based compensation.

As of ~~October 26, 2002~~January 25, 2003 and July 27, 2002, the Company’s total remaining unamortized deferred stock-based compensation was ~~$162~~$129 million and $182 million, respectively, and was reflected as a debit to additional paid-in capital in the Consolidated Statements of Shareholders’ ~~Equity.~~Equity for all acquisitions to date. Deferred stock-based compensation represents the intrinsic value of the unvested portion of the restricted shares exchanged or options assumed and is amortized as compensation cost over the remaining future vesting period of the restricted shares exchanged or stock options assumed of each acquired company. In the first ~~quarter~~six months of fiscal ~~2002, the amortization of deferred stock-based compensation was $44 million and~~2003, the additional deferred stock-based compensation net of canceled unvested options was ~~$24~~$25 million. In addition, in the first six months of fiscal 2003, the amortization of deferred stock-based compensation was $78 million.

The Company’s methodology for allocating the purchase price to in-process research and development (“in-process R&D”) is determined through established valuation techniques in the high-technology communications equipment industry and expensed upon acquisition because technological feasibility has not been established and no future alternative uses exist. Total in-process R&D expense for the first ~~quarter~~six months of fiscal 2003 and 2002 was $0 ~~million~~ and $37 million, respectively. The in-process R&D expense that was attributable to stock consideration for the first ~~quarter~~six months of fiscal 2002 was $25 million.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Consolidated Financial Statements include the operating results of ~~AYR Networks, Inc.~~each business from the date of acquisition. Pro forma results of operations have not been presented because the ~~effect~~effects of ~~the acquisition was~~these acquisitions were not material on either an individual or aggregate basis to the Company’s results.

During the first ~~quarter~~six months of fiscal 2003, the Company issued approximately 2.7 million shares of common stock with a ~~current~~ value of $39 million to the former shareholders of AuroraNetics, Inc. as a result of the achievement of certain agreed-upon milestones. Such amounts were allocated to goodwill and deferred stock-based compensation totaling $31 million and $8 million, respectively. The Company ismay also be required to issue up to an additional 2.7 million shares of common stock to such former shareholders under the terms of the definitive acquisition agreement if certain other agreed-upon milestones are achieved.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

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


				Accumulated								Accumulated
October 26, 2002		Gross		Amortization			Net
January 25, 2003									January 25, 2003	Gross		Amortization			Net

Technology	Technology	$	893	$	(497	)	$	396	Technology	$	737	$	(373	)	$	364
Technology licenses	Technology licenses		523		(351	)		172	Technology licenses		523		(382	)		141
Patents	Patents		128		(64	)		64	Patents		115		(58	)		57
Other	Other		135		(85	)		50	Other		135		(91	)		44

	Total	$	1,679	$	(997	)	$	682	Total	$	1,510	$	(904	)	$	606


				Accumulated
July 27, 2002		Gross		Amortization			Net

Technology		$	893	$	(429	)	$	464
Technology licenses			523		(323	)		200
Patents			128		(54	)		74
Other			135		(76	)		59

	Total	$	1,679	$	(882	)	$	797

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The estimated future amortization expense of purchased intangible assets as of ~~October 26, 2002~~January 25, 2003 is as follows (in millions):


Fiscal Year:	Fiscal Year:	Amount		Fiscal Year:	Amount

2003 (remaining nine months)		$	244
2003 (remaining six months)				2003 (remaining six months)	$	164
2004	2004		234	2004		236
2005	2005		154	2005		156
2006	2006		49	2006		49
2007	2007		1	2007		1

	Total	$	682	Total	$	606

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the first ~~three~~six months of fiscal 2003 (in millions):


		Balance at				Balance at			Balance at				Balance at
		July 27,				October 26,			July 27,				January 25,
		2002		Acquired		2002			2002		Acquired		2003

Americas	Americas	$	2,335	$	40	$	2,375	Americas	$	2,335	$	44	$	2,379
EMEA	EMEA		593		28		621	EMEA		593		31		624
Asia Pacific	Asia Pacific		140		11		151	Asia Pacific		140		12		152
Japan	Japan		497		65		562	Japan		497		65		562

	Total	$	3,565	$	144	$	3,709	Total	$	3,565	$	152	$	3,717

In the first ~~quarter~~six months of fiscal 2003, the Company purchased a portion of the minority interest of Cisco Systems, K.K. (Japan). As a result, the Company increased its ownership from 92.4% to 94.8% of the voting rights of Cisco Systems, K.K. (Japan) and recorded goodwill of $54 million.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

4. Restructuring Costs and Other Special Charges

On April 16, 2001, the Company announced a restructuring program, which included a worldwide workforce reduction, consolidation of excess facilities, and restructuring of certain business functions. The following table summarizes the activity related to the liability for restructuring costs and other special charges as of ~~October 26, 2002~~January 25, 2003 (in millions):


				Consolidation of			Impairment of									Consolidation of			Impairment of
				Excess Facilities			Goodwill									Excess Facilities			Goodwill
	Workforce			and			and Purchased						Workforce			and			and Purchased
	Reduction			Other Charges (3)			Intangible Assets			Total			Reduction			Other Charges (3)			Intangible Assets			Total

Initial charge in third quarter of fiscal 2001	$	397		$	484		$	289		$	1,170		$	397		$	484		$	289		$	1,170
Noncash charges		(71	)		(141	)		(289	)		(501	)		(71	)		(141	)		(289	)		(501	)
Cash payments		(265	)		(18	)		—			(283	)		(265	)		(18	)		—			(283	)

Balance at July 28, 2001		61			325			—			386			61			325			—			386
Adjustments (1)		(35	)		128			—			93			(35	)		128			—			93
Cash payments		(26	)		(131	)		—			(157	)		(26	)		(131	)		—			(157	)

Balance at July 27, 2002		—			322			—			322			—			322			—			322
Adjustments (2)		—			40			—			40			—			(40	)		—			(40	)
Cash Payments		—			(26	)		—			(26	)
Cash payments														—			40			—			40

Balance at October 26, 2002	$	—		$	336		$	—		$	336
Balance at January 25, 2003													$	—		$	322		$	—		$	322

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

Note 1: Due to changes in previous estimates, in fiscal 2002, the Company reclassified $35 million of restructuring liabilities related to the workforce reduction charges to consolidation of excess facilities and other charges. The initial estimated workforce reduction was approximately 6,000 regular employees. Approximately 5,400 regular employees have been terminated and the liability has been paid. In addition, during the third quarter of fiscal 2002, the Company increased the restructuring liabilities related to the consolidation of excess facilities and other charges by $93 million due to changes in real estate market conditions. The increase in restructuring liabilities was recorded as research and development ($39 million), sales and marketing ($42 million), general and administrative ($8 million) expenses and cost of sales ($4 million) in the Consolidated Statements of Operations.

Note 2: During the first ~~quarter~~six months of fiscal 2003, the Company increased the restructuring liabilities related to the consolidation of excess facilities and other charges by $40 million, which was recorded during the first quarter of fiscal 2003, due to changes in real estate market conditions. The increase in restructuring liabilities was recorded as research and development ($16 million), sales and marketing ($16 million), general and administrative ($4 million) expenses and cost of sales ($4 million) in the Consolidated Statements of Operations.

Note 3: Amounts related to the net lease expense due to the consolidation of excess facilities will be paid over the respective lease terms through fiscal 2010.

1213

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Balance Sheet Details

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


		October 26,			July 27,				January 25,			July 27,
		2002			2002				2003			2002

Inventories, net:
Inventories:								Inventories:
Raw materials								Raw materials	$	50		$	38
Work in process								Work in process		252			297
Finished goods								Finished goods		434			490
Demonstration systems								Demonstration systems		39			55
	Raw materials	$	55		$	38
	Work in process		283			297		Total	$	775		$	880
	Finished goods		444			490
Property and equipment, net:								Property and equipment, net:
Land, buildings, and leasehold improvements								Land, buildings, and leasehold improvements	$	3,364		$	3,352
Computer equipment and related software								Computer equipment and related software		1,097			1,021
Production, engineering, and other equipment								Production, engineering, and other equipment		2,206			2,061
Operating lease assets								Operating lease assets		539			505
Furniture and fixtures								Furniture and fixtures		360			366
	Demonstration systems		46			55
										7,566			7,305
	Total	$	828		$	880

Property and equipment, net:
	Land, buildings, and leasehold improvements	$	3,300		$	3,352
	Computer equipment and related software		1,055			1,021
	Production, engineering, and other equipment		2,125			2,061
	Operating lease assets		520			505
	Furniture and fixtures		361			366

			7,361			7,305
	Less, accumulated depreciation and amortization		(3,440	)		(3,203	)
Less, accumulated depreciation and amortization								Less, accumulated depreciation and amortization		(3,676	)		(3,203	)

	Total	$	3,921		$	4,102		Total	$	3,890		$	4,102

Other assets:	Other assets:							Other assets:
Deferred tax assets								Deferred tax assets	$	1,488		$	1,663
Investments in privately held companies								Investments in privately held companies		515			477
Income tax receivable								Income tax receivable		727			392
Structured loans, net								Structured loans, net		38			61
Other								Other		373			466
	Deferred tax assets	$	1,534		$	1,663
	Investments in privately held companies, net		484			477		Total	$	3,141		$	3,059
	Income tax receivable		392			392
	Structured loans, net		45			61
	Other		417			466

	Total	$	2,872		$	3,059

Deferred Revenue:
	Service	$	2,127		$	2,207
	Product		1,624			1,685
Deferred revenue:								Deferred revenue:
Services								Services	$	2,315		$	2,207
Product								Product		1,422			1,685

	Total		3,751			3,892		Total		3,737			3,892
Less, current portion	Less, current portion		(2,980	)		(3,143	)	Less, current portion		(2,920	)		(3,143	)

	Non-current deferred revenue	$	771		$	749		Non-current deferred revenue	$	817		$	749

1314

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Commitments and Contingencies

Leases

The Company leases office space in several U.S. locations, as well as locations elsewhere in the ~~Americas;~~Americas International; Europe, the Middle East, and Africa (“EMEA”); Asia Pacific; and Japan. Future annual minimum lease payments under all noncancelable operating leases with an initial term in excess of one year as of ~~October 26, 2002~~January 25, 2003 were as follows (in millions):


Fiscal Year:	Fiscal Year:	Amount		Fiscal Year:	Amount

2003 (remaining nine months)		$	211
2003 (remaining six months)				2003 (remaining six months)	$	144
2004	2004		260	2004		264
2005	2005		219	2005		225
2006	2006		168	2006		173
2007	2007		133	2007		137
Thereafter	Thereafter		714	Thereafter		755

	Total	$	1,705	Total	$	1,698

Product Warranties

The Company accrues for warranty costs based on historical trends in product failure rates and the expected material and labor costs to provide warranty services. The majority of products sold are generally covered by a warranty for periods ranging from 90 days to one year. The following table summarizes the activity related to the product warranty liability during the six month period ended January 25, 2003 (in millions):

Amount

Balance at July 27, 2002 $ 242
Accrual for warranties issued during the period 184
Payments (186 )

Balance at January 25, 2003 $ 240

Derivative Instruments

The Company conducts business on a global basis in several currencies. As such, it is exposed to adverse movements in foreign currency exchange rates. The Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on certain foreign currency receivables, investments, and payables. The gains and losses on the

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

foreign exchange forward contracts offset the transaction gains and losses on certain foreign currency receivables, investments, and payables recognized in earnings.

The Company does not enter into foreign exchange forward contracts for trading purposes. Gains and losses on the contracts are included in other income (loss), net, in the Company’s Consolidated Statements of Operations and offset foreign exchange gains or losses from the revaluation of intercompany balances or other current assets, investments, and liabilities denominated in currencies other than the functional currency of the reporting entity. The Company’s foreign exchange forward contracts related to current assets and liabilities generally range from one to three months in original maturity. Additionally, the Company has entered into foreign exchange forward contracts related to long-term customer financings with maturities of up to two years. The foreign exchange contracts related to investments generally have maturities of less than one year.

The Company periodically hedges foreign currency forecasted transactions related to certain operating expenses with currency options. These transactions are designated as cash flow hedges. The effective portion of the derivative’s gain or loss is initially reported as a component of

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. These currency option contracts generally have maturities of less than one year. The Company does not purchase currency options for trading purposes. Foreign exchange forward and option contracts as of ~~October 26, 2002~~January 25, 2003 are summarized as follows (in millions):


		Notional		Fair					Notional		Fair
		Amount		Value					Amount		Value

Forward contracts:	Forward contracts:						Forward contracts:
	Purchased	$	605	$	—		Purchased		$	634	$	(1	)
	Sold	$	557	$	(1	)	Sold		$	549	$	(8	)
Option contracts:	Option contracts:						Option contracts:	��
	Purchased	$	564	$	11		Purchased		$	313	$	28
	Sold	$	517	$	(1	)	Sold		$	285	$	—

The Company’s foreign exchange forward and option contracts expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company minimizes such risk by limiting its counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect any material losses as a result of default by counterparties.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Legal Proceedings

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

Beginning on April 20, 2001, a number of purported shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against Cisco and certain of its officers and directors. The lawsuits have been consolidated, and the consolidated action is purportedly brought on behalf of those who purchased the Company’s publicly traded securities between August 10, 1999 and February 6, 2001. Plaintiffs allege that defendants have made false and misleading statements, purport to assert claims for violations of the federal securities laws, and seek unspecified compensatory damages and other relief. Cisco believes the claims are without merit and intends to defend the actions vigorously.

In addition, beginning on April 23, 2001, a number of purported shareholder derivative lawsuits were filed in the Superior Court of California, County of Santa Clara and in the Superior Court of California, County of San Mateo. There is a procedure in place for the coordination of such actions. Two purported derivative suits have also been filed in the United States District Court

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

for the Northern District of California, and those federal court actions have been consolidated. The complaints in the various derivative actions include claims for breach of fiduciary duty, waste of corporate assets, mismanagement, unjust enrichment, and violations of the California Corporations Code; seek compensatory and other damages, disgorgement, and other relief; and are based on essentially the same allegations as the class actions.

Investment in Andiamo Systems, Inc.

On August 19, 2002, Cisco entered into a definitive agreement to acquire privately held ~~Andiamo Systems, Inc. (“Andiamo”).~~Andiamo. The acquisition of Andiamo is expected to close in the third quarter of fiscal 2004, but no later than July 31, 2004.

Under the terms of the agreement, common stock of Cisco will be exchanged for all outstanding shares and options of Andiamo not owned by Cisco at the closing of the acquisition. The amount of the purchase price for the remaining equity interests in Andiamo not then held by Cisco is not determinable at this time, but will be based primarily upon a valuation of Andiamo to be determined by applying a multiple to the actual, annualized revenue generated from sales by Cisco of products attributable to Andiamo during a three-month period shortly preceding the closing. Under its agreements with Andiamo, Cisco is the exclusive manufacturer and distributor of all Andiamo products. The multiple will be equal to Cisco’s average market capitalization during a specified period divided by Cisco’s annualized revenue for a three-month period prior to closing, subject to adjustment as follows: (i) if the multiple so calculated is less than 10, then the multiple to be used for purposes of determining the transaction price shall be the midpoint between 10 and the multiple so calculated; (ii) if the multiple so calculated is greater than 15,

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

then the multiple to be used for purposes of determining the transaction price shall be the midpoint between 15 and the multiple so calculated. There is no minimum purchase price, and the maximum purchase price is limited to approximately $2.5 billion in shares of Cisco common stock valued at the time of closing.

The acquisition has received the required approvals from both companies and is subject to various closing conditions and approvals, including stockholder approval by Andiamo.

As of ~~October 26, 2002,~~January 25, 2003, Cisco has made an $84 million investment in Andiamo in the form of convertible debt, which is convertible into approximately 44% of the equity in Andiamo, subject to certain terms and conditions. ~~This investment in Andiamo has been expensed as research and development costs, as if such expenses constituted the development costs of the Company.~~ Furthermore, Cisco is also committed to provide additional funding to Andiamo in the form of non-convertible debt through the closing of the acquisition of approximately $100 million. ~~The~~As of January 25, 2003, the Company ~~had not~~has funded ~~any~~$20 million of this ~~additional amount~~non-convertible debt. The entire investment in Andiamo has been expensed as research and development costs, as if such expenses constituted the development costs of ~~October 26, 2002.~~

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~the Company.

Purchase Commitments with Contract Manufacturers and Suppliers

The Company uses several contract manufacturers and suppliers to provide manufacturing services for its products. During the normal course of business, in order to reduce manufacturing lead times and ensure adequate component supply, the Company enters into agreements with certain contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by the Company. As of ~~October 26, 2002,~~January 25, 2003, the Company has purchase commitments for inventory of approximately ~~$840~~$730 million, compared with $825 million as of July 27, 2002.

Other Commitments

In fiscal 2001, the Company entered into an agreement to invest approximately $1.0 billion in venture funds managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”). These venture funds are required to be funded upon demand by SOFTBANK. As of ~~October 26, 2002,~~January 25, 2003, the Company has funded ~~$100~~$174 million of this investment ~~commitment.~~commitment, compared with $100 million as of July 27, 2002.

The Company provides structured financing to certain qualified customers to be used for the purchase of equipment and other needs through its ~~wholly-owned~~wholly owned subsidiary, Cisco Systems Capital Corporation. As of ~~October 26,~~January 25, 2003, the outstanding loan commitments were approximately $120 million, subject to the customer satisfying certain financial covenants, of which approximately $60 million was eligible for draw down. As of July 27, 2002, the outstanding loan commitments were approximately ~~$376~~$948 million, ~~subject to the customer achieving certain financial covenants,~~ of which approximately ~~$190~~$209 million was eligible for draw down. These loan commitments may be funded over a two- to three-year period provided that these customers achieve specific business milestones and satisfy certain financial covenants.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company has entered into several agreements to purchase or ~~construct~~develop real estate, subject to the satisfaction of certain conditions. As of ~~October 26, 2002,~~January 25, 2003, the total amount of commitments, if certain conditions are met, was approximately ~~$410 million.~~$355 million, compared with $491 million as of July 27, 2002.

As of ~~October 26, 2002,~~January 25, 2003, the Company has a commitment of approximately $130 million to purchase the remaining portion of the minority interest of Cisco Systems, K.K. (Japan)., compared with $190 million as of July 27, 2002.

The Company also has certain other funding commitments of approximately ~~$150~~$130 million as of ~~October 26, 2002~~January 25, 2003 related to its privately held ~~investments.~~investments, compared with $152 million as of July 27, 2002.

7. Shareholders’ Equity

Stock Repurchase Program

In September 2001, the Board of Directors authorized a stock repurchase program to acquire outstanding common stock. Under the program, up to $3 billion of Cisco common stock could be reacquired over two years. In August 2002, the Board of Directors increased Cisco’s stock repurchase program by $5 billion to a total of $8 billion of Cisco common stock available for repurchase through September 12, 2003.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

During the first ~~quarter~~six months of fiscal 2003, the Company repurchased and retired 88193 million shares of Cisco common stock for an aggregate purchase price of ~~$1.1~~$2.6 billion. As of ~~October 26, 2002,~~January 25, 2003, the Company has repurchased and retired ~~212~~317 million shares of Cisco common stock for an aggregate purchase price of ~~$2.9~~$4.4 billion since inception of the program and the remaining authorized amount for stock repurchases under this program was ~~$5.1~~$3.6 billion.

Comprehensive Income ~~(Loss)~~

The components of comprehensive income, ~~(loss),~~ net of tax, are as follows (in millions):


			Three Months Ended								Three Months Ended					Six Months Ended

			October 26,			October 27,					January 25,		January 26,			January 25,		January 26,
			2002			2001					2003		2002			2003		2002

Net income (loss)			$	618		$	(268	)
Net income									Net income		$	991	$	660		$	1,609	$	392
Other comprehensive income:	Other comprehensive income:								Other comprehensive income:
	Change in net unrealized gains and losses on investments, net of tax			194			555		Change in unrealized gains and losses on investments, net of tax			106		26			300		581
	Other			(23	)		(2	)	Other			45		(10	)		22		(12	)

		Total	$	789		$	285			Total	$	1,142	$	676		$	1,931	$	961

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The change in net unrealized gains and losses on investments of ~~$194~~$300 million and ~~$555~~$581 million, ~~after-tax,~~net of tax, during the first ~~quarter~~six months of fiscal 2003 and 2002, respectively, was primarily due to the effects of the recognition of ~~a charge~~charges in the Consolidated Statements of Operations of $412 million and $858 million, pre-tax, respectively, attributable to the impairment of certain publicly traded equity ~~securities.~~securities during the first quarter periods. The impairment charges were related to the decline in the fair value of certain publicly traded equity investments below their cost basis that were judged to be other-than-temporary.

8. Employee Stock Option Plans

Stock Option Program Description

The Company has two plans under which it grants options: the 1996 Stock Incentive Plan (the “1996 Plan”) and the 1997 Supplemental Stock Incentive Plan (the “Supplemental Plan”).

Stock option grants are designed to reward employees for their long-term ~~contribution~~contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of stock option grants isare based on competitive practices, operating results of the Company and government regulations. Since the inception of the 1996 Plan, the Company has granted options to all of its employees and athe majority has been granted to employees below the vice president level.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~ No options have been granted to directors or executive officers under the Supplemental Plan.

Distribution and Dilutive Effect of Options

The following table illustrates the grant dilution and exercise dilution (in millions, except percentages):


	Three Months			Fiscal Year			Six Months			Fiscal Year
	Ended			Ended			Ended			Ended
	October 26, 2002			July 27, 2002			January 25, 2003			July 27, 2002

Shares of common stock outstanding		7,233			7,303			7,150			7,303

Granted and assumed		83			282			99			282
Canceled		(13	)		(82	)		(29	)		(82	)

Net options granted		70			200			70			200

Grant dilution (1)		1.0	%		2.7	%		1.0	%		2.7	%

Exercised		7			54			18			54
Exercise dilution (2)		0.1	%		0.7	%		0.3	%		0.7	%

Note 1: The percentage for grant dilution is computed based on options granted and assumed less options canceled as a percentage of total outstanding shares of common stock.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 2: The percentage for exercise dilution is computed based on options exercised as a percentage of total outstanding shares of common stock.

The following table summarizes the options granted to the Named Executive Officers. The Named Executive Officers represent the Company’s Chief Executive Officer and the four other most highly paid executive officers whose salary and bonus for the Company’s fiscal year ended July 27, 2002 were in excess of $100,000.


	Three Months		Fiscal Year		Six Months			Fiscal Year
	Ended		Ended		Ended			Ended
	October 26, 2002		July 27, 2002		January 25, 2003			July 27, 2002

Options granted to the Named Executive Officers		1 million		10 million	1 million			10 million

Options granted to the Named Executive Officers as a % of net options granted		1.4%		5.0%		1.4	%		5.0	%

Options granted to the Named Executive Officers as a % of outstanding shares		0.01%		0.1%		0.01	%		0.1	%

Cumulative options held by Named Executive Officers as % of total options outstanding		4.4%		4.6%
Cumulative options held by Named Executive Officers as a % of total options outstanding						4.5	%		4.6	%

Basic and diluted shares outstanding for the quarter ended ~~October 26, 2002~~January 25, 2003 were 7.2 billion shares and 7.3 billion shares, respectively. Diluted shares outstanding include the dilutive impact of in-the-money options, which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the tax-effected proceeds that would be hypothetically received from the exercise of all in-the-money options are assumed to be used to repurchase shares. In the first ~~quarter~~six months of fiscal 2003,the dilutive impact of

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

in-the-money employee stock options was approximately 7384 million shares or ~~approximately 1%~~1.2% of the average basic shares outstanding based on Cisco’s average share price of ~~$12.26.~~$12.92.

The maximum number of shares issuable over the term of the 1996 Plan is limited to 2.5 billion shares. The share reserve was increased pursuant to the automatic share increases effected annually beginning in December 1996 and expired in December 2001. The share reserve ~~has~~had automatically increased on the first trading day of each December by an amount equal to 4.75% of the outstanding shares on the last trading day of the immediately preceding November.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

General Option Information

A summary of option activity follows (in millions, except per-share amounts):


				Options Outstanding								Options Outstanding

	Options						Weighted-Average		Options						Weighted-Average
	Available			Number			Exercise Price		Available			Number			Exercise Price
	for Grant			Outstanding			per Share		for Grant			Outstanding			per Share

BALANCE AT JULY 28, 2001		522			1,060		$	29.41		522			1,060			29.41
Granted and assumed		(282	)		282			17.72		(282	)		282			17.72
Exercised		—			(54	)		6.99		—			(54	)		6.99
Canceled		82			(82	)		36.94		82			(82	)		36.94
Additional shares reserved		342			—			—		342			—			—

BALANCE AT JULY 27, 2002		664			1,206			27.17		664			1,206			27.17
Granted and assumed		(83	)		83			10.07		(99	)		99			10.49
Exercised		—			(7	)		5.94		—			(18	)		6.27
Canceled		13			(13	)		35.35		29			(29	)		33.45
Additional shares reserved		1			—			—		1			—			—

BALANCE AT OCTOBER 26, 2002		595			1,269		$	26.08
BALANCE AT JANUARY 25, 2003										595			1,258		$	26.01

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

The following table summarizes significant ranges of outstanding and exercisable options as of ~~October 26, 2002~~January 25, 2003 (shares and aggregate intrinsic value in millions, except number of years and per-share amounts):

Options Outstanding Options Exercisable

Weighted-
Average Weighted- Weighted-
Remaining Average Average
Contractual Exercise Aggregate Exercise Aggregate
Range of Number Life Price Intrinsic Number Price Intrinsic
Exercise Prices Outstanding (in Years) per Share Value Exercisable per Share Value

$  0.01 - -   5.60 132 3.19 $ 4.42 $ 973 128 $ 4.54 $ 925
5.61 - -   9.78 149 6.07 8.41 502 77 7.24 347
9.79 - 15.92 152 5.51 12.82 11 116 12.48 7
15.93 - 16.24 149 7.94 16.08 — 23 16.05 —
16.25 - 20.61 181 7.73 19.24 — 31 18.44 —
20.62 - - 36.71 149 5.64 27.62 — 113 28.02 —
36.71 - 51.89 142 6.95 49.08 — 57 48.73 —
51.90 - 55.42 146 6.19 54.37 — 80 54.37 —
55.43 - 72.56 69 6.60 63.98 — 35 64.24 —

Total 1,269 6.25 $ 26.08 $ 1,486 660 $ 24.35 $ 1,279

Options Outstanding Options Exercisable

Weighted-
Average Weighted- Weighted-
Remaining Average Average
Contractual Exercise Aggregate Exercise Aggregate
Range of Number Life Price Intrinsic Number Price Intrinsic
Exercise Prices Outstanding (in Years) per Share Value Exercisable per Share Value

$0.01-5.60   128 2.94 $ 4.46 $ 1,200 124 $ 4.54 $ 1,154
5.61-9.74 148 5.90 8.46 799 74 7.24 489
9.75-15.48 147 5.40 12.75 200 110 12.40 173
15.49-16.24 159 7.62 16.05 — 31 15.96 —
16.25-20.61 179 7.49 19.25 — 50 18.95 —
20.62-36.71 147 5.40 27.76 — 121 27.75 —
36.72-51.90 139 6.71 49.10 — 63 48.80 —
51.91-55.42 144 5.95 54.37 — 83 54.37 —
55.43-72.56 67 6.35 63.96 — 37 64.19 —

Total 1,258 6.04 $ 26.01 $ 2,199 693 $ 24.86 $ 1,816

As of July 27, 2002, 634 million outstanding options were exercisable and the weighted average exercise price for exercisable options was $23.51. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value based on Cisco’s closing stock price of ~~$11.78~~$13.86 as of ~~October 25, 2002,~~January 24, 2003, that would have been received by the option holders had all option

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

holders exercised their options as of that date. The total number of in-the-money options exercisable as of January 25, 2003 was 299 million options. The following table presents the option exercises for the ~~three~~six months ended ~~October 26, 2002~~January 25, 2003 and option values as of that date for the Named Executive Officers (in millions):

Number of Securities Intrinsic Values of
Number of Underlying Unexercised Unexercised, In-the-Money
Shares Options at October 26, 2002 Options at October 26, 2002
Acquired

on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable

Named Executive Officers — — 37 19 $ 106 $ 2

Number of Number of Securities Intrinsic Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Options at January 25, 2003 January 25, 2003
on Value

Exercise Realized Exercisable Unexercisable Exercisable Unexercisable

Named Executive Officers — — 39 17 $ 156 $ 4

The Company follows Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), in accounting for its employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in the Company’s Consolidated Statements of Operations.

~~The Company is required under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to disclose pro forma information~~

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

~~regarding option grants made to its employees based on specified valuation techniques that produce estimated compensation charges.~~

Pro forma information under SFAS 123 is as follows (in millions, except per-share amounts):

Three Months Fiscal Year
Ended Ended
October 26, July 27,
2002 2002

Net income — as reported $ 618 $ 1,893
Compensation expense, net of tax $ (368 ) $ (1,520 )

Net income — pro forma $ 250 $ 373

Basic net income per share — as reported $ 0.09 $ 0.26

Diluted net income per share — as reported $ 0.08 $ 0.25

Basic net income per share — pro forma $ 0.03 $ 0.05

Diluted net income per share — pro forma $ 0.03 $ 0.05

The value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions. The value of shares of common stock relating to the Employee Stock Purchase Plan included in the compensation expense was not material.


								Three Months			Six Months			Fiscal Year
								Ended			Ended			Ended
								January 25,			January 25,			July 27,
								2003			2003			2002

Net income — as reported								$	991		$	1,609		$	1,893
Compensation expense, net of tax									(313	)		(681	)		(1,520	)

Net income — pro forma								$	678		$	928		$	373

Basic net income per share — as reported								$	0.14		$	0.22		$	0.26

Diluted net income per share — as reported								$	0.14		$	0.22		$	0.25

Basic net income per share — pro forma								$	0.09		$	0.13		$	0.05

Diluted net income per share — pro forma								$	0.09		$	0.13		$	0.05


The value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions.							The value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions.


								Employee Stock Option Plans

	Employee Stock Option Plans							Three Months			Six Months			Fiscal Year
								Ended			Ended			Ended
	October 26,			July 27,				January 25,			January 25,			July 27,
	2002			2002				2003			2003			2002

Expected dividend		0.0	%		0.0	%			0.0	%		0.0	%		0.0	%
Risk-free interest rate		3.1	%		4.7	%			3.3	%		3.2	%		4.7	%
Expected volatility		45.9	%		47.5	%			47.4	%		46.2	%		47.5	%
Expected life (in years)		6.0			5.5				5.6			6.0			5.5

The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

models require the input of highly subjective assumptions including the expected stock price volatility. The Company uses projected data for expected volatility and expected life of its stock options based upon historical and other economic data trended into future years. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the estimate, in management’s opinion, the existing valuation models do not provide a reliable measure of the fair value of the Company’s employee stock options. Under the Black-Scholes option pricing model, the weighted-average estimated values of employee stock options granted during the ~~first quarter of fiscal~~three and six months ended January 25, 2003 and the fiscal year ended July 27, 2002 were ~~$4.85~~$6.52, $5.04 and $8.60 per share, respectively.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~ The value of shares of common stock relating to the Employee Stock Purchase Plan included in compensation expense was not material.

9. Income Taxes

The Company paid net income taxes of ~~$350~~$813 million and ~~$390~~$550 million for the first ~~quarter~~six months of fiscal 2003 and 2002, respectively. The Company’s income taxes currently payable for federal and state purposes have been reduced by the tax benefits from employee stock option transactions. These benefits totaled $3$11 million and ~~$43~~$49 million in the first ~~quarter~~six months of fiscal 2003 and 2002, respectively, and were reflected as a credit to additional paid-in capital in the Consolidated Statements of Shareholders’ Equity.

10. Segment Information and Major Customers

The Company’s operations involve the design, development, manufacturing, marketing, and technical support of networking and communications products and services. Cisco products include routers, switches, access, and other networking equipment. These products, primarily integrated by Cisco IOS® Software, link geographically dispersed LANs and ~~WANs into networks.~~WANs.

The Company conducts business globally and is managed geographically. The Company’s management relies on an internal management system that provides sales and standard cost information by geographic theater. Sales are attributed to a theater based on the ordering location of the customer. The Company’s management makes financial decisions and allocates resources based on the information it receives from this internal management system. The Company does not allocate research and development, sales and marketing, or general and administrative expenses to its geographic theaters in this internal management system, as management does not use the information to measure the performance of the operating segments. Management does not believe that allocating these expenses is significant in evaluating a geographic theater’s performance. Based on established criteria, the Company has four reportable segments: the Americas; EMEA; Asia Pacific; and Japan.

2324

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Summarized financial information by theater for the second quarter and first ~~quarter~~six months of fiscal 2003 and 2002, as taken from the internal management system previously discussed, is as follows (in millions):


			Three Months Ended								Three Months Ended						Six Months Ended

			October 26,			October 27,					January 25,			January 26,			January 25,			January 26,
			2002			2001					2003			2002			2003			2002

Net sales:	Net sales:								Net sales:
	Americas		$	2,784		$	2,796		Americas		$	2,543		$	2,559		$	5,327		$	5,148
	EMEA			1,313			1,055		EMEA			1,293			1,364			2,606			2,556
	Asia Pacific			435			392		Asia Pacific			543			481			978			919
	Japan			313			205		Japan			334			412			647			641

		Total	$	4,845		$	4,448			Total	$	4,713		$	4,816		$	9,558		$	9,264

Gross margin:	Gross margin:								Gross margin:
	Americas		$	2,231		$	2,019		Americas		$	2,027		$	1,933		$	4,258		$	3,795
	EMEA			1,071			814		EMEA			1,053			1,076			2,124			1,992
	Asia Pacific			359			305		Asia Pacific			445			385			804			722
	Japan			261			153		Japan			274			328			535			504

		Standard margin		3,922			3,291			Standard margin		3,799			3,722			7,721			7,013
	Production overhead			(133	)		(191	)	Production overhead			(143	)		(160	)		(276	)		(351	)
	Manufacturing variances and other related costs			(431	)		(408	)	Manufacturing variances and other
										related costs		(339	)		(592	)		(770	)		(1,000	)
		Total	$	3,358		$	2,692
										Total	$	3,317		$	2,970		$	6,675		$	5,662
The following table presents net sales for groups of similar products and services (in millions):
			Three Months Ended

			October 26,			October 27,
			2002			2001

Net sales:
	Routers		$	1,316		$	1,361
	Switches			1,996			1,731
	Access			249			256
	Other			452			308

Product				4,013			3,656
Service				832			792

		Total	$	4,845		$	4,448

The Company has reclassified net sales for each geographic theater for the three and six months ended January 26, 2002 to reflect the breakdown of services revenue for EMEA, Asia Pacific and Japan theaters, all of which were previously included in the Americas theater.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents net sales for groups of similar products and services (in millions):

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Net sales:
Routers $ 1,232 $ 1,502 $ 2,548 $ 2,863
Switches 1,897 1,882 3,893 3,613
Access 246 243 495 499
Other 516 395 968 703

Product 3,891 4,022 7,904 7,678
Services 822 794 1,654 1,586

Total $ 4,713 $ 4,816 $ 9,558 $ 9,264

The majority of the Company’s assets as of ~~October 26, 2002~~January 25, 2003 and July 27, 2002 were attributable to its U.S. operations. In the second quarter and first ~~quarter~~six months of fiscal 2003 and 2002, no single customer accounted for 10% or more of the Company’s net sales.

~~Cisco Systems, Inc.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

11. Net Income ~~(Loss)~~ per Share

The following table presents the calculation of basic and diluted net income ~~(loss)~~ per share (in millions, except per-share amounts):


	Three Months Ended					Three Months Ended				Six Months Ended

	October 26,		October 27,			January 25,		January 26,		January 25,		January 26,
	2002		2001			2003		2002		2003		2002

Net income (loss)	$	618	$	(268	)
Net income						$	991	$	660	$	1,609	$	392

Weighted-average shares — basic		7,249		7,307			7,187		7,311		7,217		7,309
Effect of dilutive potential common shares		78		—			99		185		90		171

Weighted-average shares — diluted		7,327		7,307			7,286		7,496		7,307		7,480

Net income (loss) per share — basic	$	0.09	$	(0.04	)
Net income per share — basic						$	0.14	$	0.09	$	0.22	$	0.05

Net income (loss) per share — diluted	$	0.08	$	(0.04	)
Net income per share — diluted						$	0.14	$	0.09	$	0.22	$	0.05

Dilutive potential common shares consist of employee stock options and restricted common stock. ~~The weighted-average dilutive potential common shares, which were antidilutive for the first quarter of fiscal 2002, amounted to 159 million shares.~~ Employee stock options to purchase approximately ~~967~~870 million shares and 562 million shares in the second quarter of fiscal 2003 and 2002, respectively, and 919 million shares and 618 million shares in the first ~~quarter~~six months of fiscal 2003 and ~~675 million shares in the first quarter of~~ fiscal 2002, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the stock options was greater than the average share price of the common shares and, therefore, the effect would have been antidilutive.

Cisco Systems, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Pending Business Combination

In ~~October 2002,~~January 2003, the Company announced a definitive agreement to acquire ~~Psionic Software,~~Okena, Inc. for a total purchase price of approximately ~~$12~~$154 million payable in common stock. This acquisition will be accounted for as a purchase and is expected to close in the ~~second~~third quarter of fiscal 2003.

2527


Item 2.		~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements which refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are referred to risks and uncertainties identified below, under “Risk Factors” beginning on page 42 and ~~in the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports on Forms 10-K, 10-Q, and 8-K, each as it may be amended from time to time.~~elsewhere herein. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note 2 to the Consolidated Financial Statements in the Annual Report on Form 10-K, as amended, for the fiscal year ended July 27, 2002 describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts and sales returns, inventory allowances, warranty costs, investment impairments, goodwill impairments, contingencies, restructuring costs and other special charges, and taxes. Actual results could differ materially from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.

The allowance for doubtful accounts is based on our assessment of the ~~collectibilty~~collectibility of specific customer accounts and the aging of the accounts receivable. If there were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than our historical experience, our estimates of the recoverability of amounts due to us could be overstated, which could have an adverse impact on our revenue.

A reserve for sales returns is established based on historical trends in product return rates. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

Inventory purchases and commitments are based upon future demand forecasts. If there were to be a sudden and significant decrease in demand for our products, or if there were a higher incidence of inventory obsolescence because of rapidly changing technology and customer

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

requirements, we could be required to increase our inventory allowances and our gross margins


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

could be adversely affected.

We accrue for warranty costs based on historical trends in product ~~return~~failure rates and the expected material and labor costs to provide warranty services. If we were to experience an increase in warranty claims compared with our historical experience, or costs of servicing warranty claims were greater than the expectations on which the accrual had been based, our gross margins could be adversely affected.

We have experienced significant volatility in the market prices of our publicly traded equity investments. These investments are recorded on the Consolidated Balance Sheets as of ~~October 26, 2002~~January 25, 2003 at a fair value of ~~$458 million.~~$522 million, compared with $567 million as of July 27, 2002. We recognize an impairment charge in the Consolidated Statements of Operations when the decline in the fair value of our publicly traded equity investments below their cost basis is judged to be other-than-temporary. We consider various factors in determining whether we should recognize an impairment charge including, but not limited to, the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The ultimate value realized on these equity investments is subject to market price volatility until they are sold. We also have investments in privately held companies, many of which can still be considered in the start-up or development stages. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. As of ~~October 26, 2002,~~January 25, 2003, the investments in privately held companies ~~net~~ were ~~$484 million.~~$515 million, compared with $477 million as of July 27, 2002.

We perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances for each reporting unit, which are the operating segments as described in Note 10 to the Consolidated Financial Statements. In response to changes in industry and market conditions, we may be required to strategically realign our resources and consider restructuring, disposing, or otherwise exiting businesses, which could result in an impairment of goodwill.

We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

2729


Item 2.		~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Sales

We manage our business based on four geographic theaters: the Americas; EMEA; Asia Pacific; and Japan. Net sales, which include product and service revenue, for each theater are summarized in the following table (in ~~millions, except percentages)~~millions):

Three Months Ended

Amount Percentage of Net Sales

October 26, October 27, October 26, October 27,
2002 2001 2002 2001

Net sales:
Americas $ 2,784 $ 2,796 57.5 % 62.9 %
EMEA 1,313 1,055 27.1 % 23.7 %
Asia Pacific 435 392 9.0 % 8.8 %
Japan 313 205 6.4 % 4.6 %

Total $ 4,845 $ 4,448 100.0 % 100.0 %

Net sales in the first quarter of fiscal 2003 increased by $397 million or 8.9% from $4.4 billion in the first quarter of fiscal 2002 to $4.8 billion. The following table is a breakdown of net sales between product and service revenue (in millions):

Three Months Ended

October 26, October 27,
2002 2001

Net Sales:
Product $ 4,013 $ 3,656
Service 832 792

Total $ 4,845 $ 4,448

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Net sales:
Americas $ 2,543 $ 2,559 $ 5,327 $ 5,148
EMEA 1,293 1,364 2,606 2,556
Asia Pacific 543 481 978 919
Japan 334 412 647 641

Total $ 4,713 $ 4,816 $ 9,558 $ 9,264

Net sales in the second quarter of fiscal 2003 decreased by $103 million or 2.1% from $4.8 billion in the second quarter of fiscal 2002 to $4.7 billion. Net sales in the first six months of fiscal 2003 increased by $294 million or 3.2% from the first six months of fiscal 2002. The following table is a breakdown of net sales between product and service revenue (in millions):

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Net sales:
Product $ 3,891 $ 4,022 $ 7,904 $ 7,678
Services 822 794 1,654 1,586

Total $ 4,713 $ 4,816 $ 9,558 $ 9,264

Net Product Sales

Net product sales in the second quarter of fiscal 2003 decreased by $131 million or 3.3% from $4.0 billion in the second quarter of fiscal 2002 to $3.9 billion. Net product sales in the first six months of fiscal 2003 increased by $226 million or 2.9% from $7.7 billion in the first six months of fiscal 2002 to $7.9 billion. The following table is a breakdown of net product sales by theater (in millions):

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Net product sales:
Americas $ 1,936 $ 1,987 $ 4,113 $ 3,991
EMEA 1,146 1,212 2,314 2,267
Asia Pacific 499 435 889 827
Japan 310 388 588 593

Total $ 3,891 $ 4,022 $ 7,904 $ 7,678

~~Product Revenue~~30

~~From~~


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net produce sales in the Americas theater consist of net product sales in the United States and Americas International, which includes Canada, Mexico and Latin America. Net product sales in the Americas theater in the second quarter of fiscal 2003 decreased by $51 million or 2.6%, compared with the second quarter of fiscal 2002. Net product sales in the United States were $1.8 billion in the second quarter of fiscal 2003, compared with $1.7 billion in the second quarter of fiscal 2002, an increase of $31 million or 1.8%. The change in net product sales in the United States was not material. Net product sales in the Americas International were $177 million in the second quarter of fiscal 2003, compared with $259 million in the second quarter of fiscal 2002, a ~~geographic perspective,~~decrease of $82 million or 31.7%. Net product sales in the EMEA theater in the second quarter of fiscal 2003 decreased by $66 million or 5.4%, compared with the second quarter of fiscal 2002. The decreases in net product sales in the Americas International and EMEA were due to the slowdown in the economy, over-capacity, and constraints on information technology-related capital spending, in particular service provider customers. Net product sales in the Asia Pacific theater ~~which include~~in the second quarter of fiscal 2003 increased by $64 million or 14.7%, compared with the second quarter of fiscal 2002, due to infrastructure builds, broadband acceleration and investments by Asian telecom carriers. Net product sales in Japan in the second quarter of fiscal 2003 decreased by $78 million or 20.1%, compared with the second quarter of fiscal 2002 due to lower revenue from both enterprise and service provider customers.

Net product sales in the first six months of fiscal 2003 in the Americas theater increased by $122 million or 3.1%, compared with the first six months of fiscal 2002. Net product sales in the United States ~~Canada, Mexico, and Latin America, increased by $173~~were $3.7 billion in the first six months of fiscal 2003, compared with $3.5 billion in the first six months of fiscal 2002, an increase of $215 million or ~~8.6% from $2.0 billion~~6.1%. The increase in net product sales in the United States was due to the year-over-year growth in sales to the United States federal government during the first quarter of fiscal 2003. Despite these modest increases, the slowdown in the economy, over-capacity, and constraints on information technology-related capital spending have continued to impact both enterprise and service provider customers, in particular service provider customers. Net product sales in Americas International in the first six months of fiscal 2003 were $373 million, compared with $466 million in the first six months of 2002, ~~to $2.2 billion~~a decrease of $93 million or 20.0%. Net product sales in the EMEA theater in the first six months of fiscal 2003 increased by $47 million or 2.1%, compared with the first six months of fiscal 2002, as incumbent service providers began deploying products during the first quarter of fiscal 2003. Net product sales in ~~EMEA increased by $113 million or 10.7% from $1.1 billion~~the Asia Pacific theater in the first ~~quarter~~six months of fiscal ~~2002 to $1.2 billion in the first quarter of fiscal 2003. Net product sales in Asia Pacific decreased~~2003 increased by $2$62 million or 1.0% from $392 million in the first quarter of fiscal 2002 to $390 million in the first quarter of fiscal 2003. Net product sales in Japan increased by $73 million or 35.6% from $205 million in the first quarter of fiscal 2002 to $284 million in the first quarter of fiscal 2003.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Net product sales in the Americas and EMEA theaters increased as~~7.5%, compared with the first ~~quarter~~six months of fiscal 2002, due to ~~higher revenue from~~infrastructure builds, broadband acceleration and investments by Asian telecom carriers. The change in product sales for the ~~enterprise market~~Japan theater was not material.

The following table presents net sales for groups of similar products (in millions):

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Net product sales:
Routers $ 1,232 $ 1,502 $ 2,548 $ 2,863
Switches 1,897 1,882 3,893 3,613
Access 246 243 495 499
Other 516 395 968 703

Total $ 3,891 $ 4,022 $ 7,904 $ 7,678


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net product sales related to routers, which represented 31.7% of our total product sales in ~~proportion~~the second quarter of fiscal 2003, decreased by $270 million or 18.0%, compared with the second quarter of fiscal 2002. Net product sales related to routers in the first six months of fiscal 2003 decreased by $315 million or 11.0%, compared with the first six months of fiscal 2002. The decrease in the second quarter and first six months of fiscal 2003, compared with the same periods in fiscal 2002, was due to decreases in sales of our mid-range and low-end routers.

Net product sales related to switches, which represented 48.8% of our total product sales in the second quarter of fiscal 2003 was $1.9 billion, compared with $1.9 billion in the second quarter of fiscal 2002. Net product sales related to switches in the first six months of fiscal 2003 increased by $280 million or 7.7%, compared with the first six months of fiscal 2002. The increase in the first six months of fiscal 2003, compared with the first six months of fiscal 2002, was primarily due to increases in our sales of fixed and WAN switches.

Net product sales related to other products, which represented 13.3% of our total product sales in the second quarter of fiscal 2003, increased by $121 million or 30.6%, compared with the second quarter of fiscal 2002. Net product sales related to other products in the first six months of fiscal 2003 increased by $265 million or 37.7%, compared with the first six months of fiscal 2002. The increase in the second quarter and first six months of fiscal 2003, compared with the same periods in fiscal 2002, was primarily due to increases in our sales of IP telephony, security, network management and content networking products.

Changes in access product sales, which represented 6.2% of our total product sales in the second quarter of fiscal 2003, were not material compared with the second quarter and first six months of fiscal 2002.

Net product sales may be adversely affected in the future by changes in the sales cycles and implementation cycles of our products, changes in the mix of our customers between service provider ~~market.~~and enterprise, changes in the mix of direct sales and indirect sales, variations in sales channels and final acceptance criteria of the product, system or solution as specified by the customer. Service provider customers typically have longer implementation cycles, require a broader range of service including design services and often have acceptance provisions, which can lead to a delay in revenue recognition. The slowdown in the general economy, over-capacity, and constraints on information technology-related capital spending have continued to impact our customers, in particular service provider customers. The changes in net product sales for the other theaters were not material.

~~The following table presents net sales for groups of similar products (in millions):~~

Three Months Ended

October 26, October 27,
2002 2001

Net product sales:
Routers $ 1,316 $ 1,361
Switches 1,996 1,731
Access 249 256
Other 452 308

Total $ 4,013 $ 3,656

Net product sales ~~related~~may also be adversely affected by fluctuations in demand for our products, especially with respect to ~~routers, which represented 32.8% of our total~~Internet businesses and telecommunications service providers, price and product ~~sales~~competition in the ~~first quarter~~communications and networking industries, introduction and market acceptance of ~~fiscal 2003, decreased by $45 million or 3.3% from $1.4 billion in~~new technologies and products, as well as the ~~first quarter~~adoption of fiscal 2002 to $1.3 billion primarily due to decreases in our low, mid-range and edge routers, offset to some extent by an increase in high end routers. Net product sales related to switches, which represented 49.7% of our total product sales in the first quarter of fiscal 2003, increased by $265 million or 15.3% from $1.7 billion in the first quarter of fiscal 2002 to $2.0 billion primarily due to increases in our sales of our fixed and modular switches. Changes in access and other net product sales were not material.new networking standards.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Service Revenue

Net service revenue in the ~~first~~second quarter of fiscal 2003 increased by ~~$40~~$28 million or ~~5.1%~~3.5% from ~~$792 million~~the second quarter of fiscal 2002. Net service revenue in the first ~~quarter~~six months of fiscal ~~2002 to $832 million.~~2003 increased by $68 million or 4.3% from the first six months of fiscal 2002. The increase in net service revenue for the second quarter and the first six months of fiscal 2003 compared with the same periods in fiscal 2002 was primarily due to increased technical support service contract initiations and renewals associated with product sales. In addition, revenue from advanced services, which provides consultative support of our technologies for specific networking needs, also increased. Net service revenue is generally deferred and, in most cases, recognized ratably over the service period obligations, which are typically one to three years.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Gross Margin

The following table shows the ~~standard~~total gross margin for each ~~theater and the total gross margin (in millions, except percentages):~~theater:

Three Months Ended

Amount Standard Margin

October 26, October 27, October 26, October 27,
2002 2001 2002 2001

Gross margin:
Americas $ 2,231 $ 2,019 80.1 % 72.2 %
EMEA 1,071 814 81.6 % 77.2 %
Asia Pacific 359 305 82.5 % 77.8 %
Japan 261 153 83.4 % 74.6 %

Standard margin 3,922 3,291 80.9 % 74.0 %
Production overhead (133 ) (191 )
Manufacturing variances and other related costs (431 ) (408 )

Total $ 3,358 $ 2,692

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Gross margin:
Americas $ 2,027 $ 1,933 $ 4,258 $ 3,795
EMEA 1,053 1,076 2,124 1,992
Asia Pacific 445 385 804 722
Japan 274 328 535 504

Standard margin 3,799 3,722 7,721 7,013
Production overhead (143 ) (160 ) (276 ) (351 )
Manufacturing variances
and other related costs (339 ) (592 ) (770 ) (1,000 )

Total $ 3,317 $ 2,970 $ 6,675 $ 5,662

The following table shows the standard margin for each theater:

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
Standard margin: 2003 2002 2003 2002

Americas 79.7 % 75.5 % 79.9 % 73.7 %
EMEA 81.4 % 78.9 % 81.5 % 77.9 %
Asia Pacific 82.0 % 80.0 % 82.2 % 78.6 %
Japan 82.0 % 79.6 % 82.7 % 78.6 %
Total 80.6 % 77.3 % 80.8 % 75.7 %

~~Standard~~Our standard margin varies due to a number of reasons including, but not limited to, shifts in product mix, sales discounts, and sales ~~channels.~~channels, changes in component costs and impact of value engineering. Production overhead is primarily related to labor, depreciation on equipment,


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

and facilities charges associated with manufacturing activities. Manufacturing variances and other related costs are primarily related to warranty, freight, provision for inventory ~~freight~~ and other nonstandard costs.

Gross margin for product and ~~service~~services in the second quarter and first ~~quarter~~six months of fiscal 2003 and 2002 was as follows (in millions, except percentages):

Three Months Ended

Amount Percentage

October 26, October 27, October 26, October 27,
2002 2001 2002 2001

Gross margin:
Product $ 2,776 $ 2,156 69.2 % 59.0 %
Service 582 536 70.0 % 67.7 %

Total $ 3,358 $ 2,692 69.3 % 60.5 %

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Gross Margin:
Product $ 2,747 $ 2,429 $ 5,523 $ 4,585
Services 570 541 1,152 1,077

Total $ 3,317 $ 2,970 $ 6,675 $ 5,662

Three Months Ended Six Months Ended

January 25, January 26, January 25, January 26,
2003 2002 2003 2002

Gross Margin:
Product 70.6 % 60.4 % 69.9 % 59.7 %
Services 69.3 % 68.1 % 69.6 % 67.9 %
Total 70.4 % 61.7 % 69.8 % 61.1 %

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Product Gross Margin

Product gross margin ~~was 69.2%~~increased from 60.4% in the ~~first quarter of fiscal 2003, compared with 59.0% in the first~~second quarter of fiscal 2002 ~~respectively.~~to 70.6% in the second quarter of fiscal 2003. Product gross margin increased from 59.7% in the first six months of fiscal 2002 to 69.9% in the first six months of fiscal 2003. The increase in product gross margin for the second quarter and first six months of fiscal 2003, compared with the same periods in fiscal 2002, was ~~primarily~~ due to lower component costs ~~changes~~and value engineering, partially offset by the impact of product pricing reductions. Value engineering is the process by which the production costs are reduced through component redesign, board configuration, test processes and transformation processes. Product gross margin in the ~~mix~~second quarter and first six months of ~~products sold~~fiscal 2003, compared with the same periods a year ago, was also impacted by lower provision for inventory, offset by an excess inventory benefit in the second quarter and ~~improved inventory management.~~first six months of fiscal 2002.

Product gross margin may be adversely affected in the future by increases in material or labor costs, excess inventory and obsolescence charges, changes in shipment volume, loss of cost savings due to changes in component pricing, charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand, price competition, and changes in channels of distribution or in the mix of products sold. If warranty costs associated with our products are greater than we have experienced, product gross margin may also be adversely


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

affected. Product gross margin may also be affected by geographic mix, as well as the mix of configurations within each product group.

Two-tier distribution channels are given ~~privileges~~business terms which allow them to return a portion of inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. In addition, increasing two-tier distribution channels generally results in greater difficulty in forecasting the mix of our products and, to a certain degree, the timing of orders from our customers. We recognize revenue to two-tier distributors based on a sell-through method utilizing information provided by our distributors and we also maintain accruals and allowances for all cooperative marketing and other programs.

Service Gross Margin

Service gross margin increased from ~~67.7%~~68.1% in the ~~first~~second quarter of fiscal 2002 to ~~70.0%~~69.3% in the second quarter of fiscal 2003. Service gross margin increased from 67.9% in the first ~~quarter~~six months of fiscal 2002 to 69.6% in the first six months of fiscal 2003. The increase in service gross margin for the second quarter and first six months of fiscal 2003, compared with the same periods in fiscal 2002, was primarily due to the increase in service revenue combined with continued efficiencies in the delivery of our services. Service gross margin will typically experience some variability over time due to various factors such as the changes in mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Research and Development, Sales and Marketing, and General and Administrative Expenses

Research and development (“R&D”), sales and marketing, and general and administrative (“G&A”) expenses are summarized in the following table (in millions, except percentages):


		Three Months Ended

	Amount					Percentage of Net Sales							Three Months Ended						Six Months Ended

	October 26,			October 27,		October 26,			October 27,				January 25,			January 26,			January 25,			January 26,
	2002			2001		2002			2001				2003			2002			2003			2002

Research and development		$	824	$	917		17.0	%		20.6	%	Research and development	$	826		$	862		$	1,650		$	1,779
												Percentage of net sales		17.5	%		17.9	%		17.3	%		19.2	%
Sales and marketing		$	1,098	$	1,096		22.7	%		24.6	%	Sales and marketing	$	975		$	1,071		$	2,073		$	2,167
												Percentage of net sales		20.7	%		22.2	%		21.7	%		23.4	%
General and administrative		$	154	$	151		3.2	%		3.4	%	General and administrative	$	174		$	148		$	328		$	299
												Percentage of net sales		3.7	%		3.1	%		3.4	%		3.2	%

R&D expenses in the ~~first~~second quarter of fiscal 2003 ~~were $824~~decreased by $36 million ~~compared with $917 million~~or 4.2% from the second quarter of fiscal 2002. R&D expenses in the first ~~quarter~~six months of fiscal ~~2002, a decrease of $93~~2003 decreased by $129 million or ~~10.1%. A significant portion~~7.3% from the first six months of ~~the~~fiscal 2002. The decrease in R&D expenses


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the second quarter and the first six months of fiscal 2003, compared with the same periods in fiscal 2002 was due to lower expenditures on prototypes, lower depreciation on lab equipment, and reduced discretionary spending. We have continued to invest in R&D efforts in a wide variety of areas such as data, voice, and video over IP; advanced access and aggregation technologies such as cable, wireless, mobility and other broadband technologies; advanced enterprise switching; ~~optical transport;~~optical; storage networking; content networking; security; network management; and advanced core and edge routing technologies; among others. We have also continued to purchase or license technology in order to bring a broad range of products to market in a timely fashion. If we believe that we are unable to enter a particular market in a timely manner with internally developed products, we may license technology from other businesses or acquire businesses as an alternative to internal R&D. All of our R&D costs have been expensed as incurred.

Sales and marketing expenses ~~were $1.1 billion~~ in the ~~first~~second quarter of fiscal 2003 ~~and 2002, respectively.~~decreased by $96 million or 9.0% from the second quarter of fiscal 2002. Sales and marketing expenses ~~were primarily related to personnel expenses~~ in ~~our~~the first six months of fiscal 2003 decreased by $94 million or 4.3% from the first six months of fiscal 2002. The decrease in sales and marketing ~~organizations,~~expenses for the second quarter and the first six months of fiscal 2003, compared with the same periods in fiscal 2002, was related to the decrease in the size of our sales force and marketing organization, marketing and advertising investments and ~~general promotional~~reduced discretionary spending. However, we plan to continue to invest in both our new growth market opportunities and ~~marketing program expenses.~~our branding strategy.

G&A expenses in the ~~first~~second quarter of fiscal 2003 ~~were $154~~increased by $26 million ~~compared with $151 million in~~or 17.6% from the ~~first~~second quarter of fiscal 2002. G&A expenses ~~were~~in the first six months of fiscal 2003 increased by $29 million or 9.7% from the first six months of fiscal 2002. The increase in G&A expenses for the second quarter and the first six months of fiscal 2003, compared with the same periods in fiscal 2002 was primarily related to ~~our investments in infrastructure and personnel expenses in support and administrative functions.~~real estate related charges.

During the first ~~quarter~~six months of fiscal 2003, we increased the restructuring liabilities related to the consolidation of excess facilities and other charges by $40 million, which was recorded during the first quarter of fiscal 2003, due to changes in real estate market conditions. The increase in restructuring liabilities was recorded as R&D ($16 million), sales and marketing ($16 million), G&A ($4 million) expenses and cost of sales ($4 million) in the Consolidated Statements of Operations.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ There can be no assurance that future changes in real estate market conditions will not result in additional real estate liabilities.

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets included in operating expenses was ~~$114~~$78 million in the ~~first~~second quarter of fiscal 2003, compared with ~~$146~~$136 million in the second quarter of fiscal 2002. Amortization of purchased intangible assets included in operating expenses was $192 million in the first ~~quarter~~six months of fiscal 2003, compared with $282 million in the first six months of fiscal 2002. The decrease in the amortization of purchased intangible assets for the second quarter and the first six months of fiscal 2003, compared with the same periods in fiscal


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

2002 was primarily related to the accelerated amortization for certain technology and patent intangibles in the prior year period due to a reduction in their estimated useful lives, which have now been fully amortized. For additional information regarding purchased intangible assets, see Note 3 to the Consolidated Financial Statements.

In-Process Research and Development

The methodology for allocating the purchase price to in-process research and development (“in-process R&D”) is determined through established valuation techniques in the high-technology communications equipment industry and expensed upon acquisition because technological feasibility has not been established and no future alternative uses ~~exists.~~exist. Total in-process R&D expense for the first six months of fiscal 2003 and 2002 was $0 million and $37 million, respectively. The in-process R&D expense that was attributable to stock consideration for the first six months of fiscal 2002 was $25 million (See Note 3 to the Consolidated Financial ~~Statements).~~Statements.) The fair value of the existing purchased technology and patents, as well as the technology under development, is determined using the income approach, which discounts expected future cash flows to present value. The discount rates used in the present value calculations are typically derived from a weighted-average cost of capital analysis and venture capital surveys, adjusted upward to reflect additional risks inherent in the development life cycle. We consider the pricing model for products related to these acquisitions to be standard within the high-technology communications equipment industry. However, we do not expect to achieve a material amount of expense reductions as a result of integrating the acquired in-process technology. Therefore, the valuation assumptions do not include significant anticipated cost savings.

For acquisitions completed to date, the development of these technologies remains a significant risk due to the remaining efforts to achieve technical viability, rapidly changing customer markets, uncertain standards for new products, and significant competitive threats from several companies. The nature of the efforts to develop these technologies into commercially viable products consists principally of planning, designing, experimenting, and testing activities necessary to determine that the technologies can meet market expectations, including functionality and technical requirements. Failure to bring these products to market in a timely manner could result in a loss of market share or a lost opportunity to capitalize on emerging markets, and could have a material adverse impact on our business and operating results.

The key assumptions underlying the valuations for our purchase acquisitions primarily consist of an expected completion date for the in-process projects, estimated costs to complete the projects, revenue and expense projections assuming the products have entered the market, and discount rates based on the risks associated with the development life cycle of the in-process technology acquired. Failure to achieve the expected levels of revenue and net income from these products will negatively impact the return on investment expected at the time that the acquisitions were completed and may result in impairment charges. Actual results from the acquired companies to date did not have a material adverse impact on our business and operating results except for

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

certain purchase acquisitions where the purchased intangible assets were impaired and written down as reflected in the Consolidated Statements of Operations.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Interest Income

Interest income was ~~$179~~$174 million in the ~~first~~second quarter of fiscal 2003 compared with ~~$234~~$233 million in the second quarter of fiscal 2002. Interest income was $353 million in the first ~~quarter~~six months of fiscal 2003, compared with $467 million in the first six months of fiscal 2002. The decrease in interest income for the second quarter and the first six months of fiscal 2003, compared with the same periods in fiscal 2002 was primarily due to lower average interest rates.

Other Income ~~(Loss)~~(Loss), Net

Other income (loss), net, primarily consists of net realized gains (losses) and impairment charges on investments, as well as provision for losses on investments in privately held companies. Other ~~income (loss)~~loss, net, was ~~($475)~~$51 million in the ~~first~~second quarter of fiscal 2003 compared with ~~($922)~~$54 million in the second quarter of fiscal 2002. Other loss, net, was $526 million in the first ~~quarter~~six months of fiscal 2003, compared with $976 million in the first six months of fiscal 2002. The other loss, net, ~~loss~~ in the first ~~quarter~~six months of fiscal 2003 and 2002 included a charge of $412 million and $858 million, pre-tax, respectively, related to the impairment of certain publicly traded equity ~~securities.~~securities during the first quarter periods. The impairment charges were due to the decline in the fair value of certain publicly traded equity investments below their cost basis that were judged to be other-than-temporary.

Provision for Income Taxes

The effective tax rate was ~~29.1%~~28.6% in the ~~first~~second quarter of fiscal 2003 and ~~21.9%~~28.8% for the first six months of fiscal 2003. The effective tax rate was 29.2% in the second quarter of fiscal 2002 and 33.4% for the first six months of fiscal 2002. The effective tax rate differs from the statutory rate primarily due to the impact of nondeductible in-process R&D, acquisition-related costs, research and experimentation tax credits, state taxes, and the tax impact of non-U.S. operations.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The following sections discuss the effects of the changes in our balance sheets, cash flows, and commitments on our liquidity and capital resources.

Balance Sheet and Cash Flows

Cash and Cash Equivalents and Total InvestmentsCash and cash equivalents and total investments were $21.2 billion as of ~~October 26, 2002,~~January 25, 2003, a decrease of ~~$268~~$259 million or 1.2% from $21.5 billion at July 27, 2002. The decrease was primarily a result of cash used for the

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

repurchase of common stock of ~~$1.1~~$2.6 billion and capital expenditures of ~~$122~~$341 million. This was partially offset by cash provided by operating activities of ~~$1.1~~$2.4 billion.

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, shipment linearity, accounts receivable collections, inventory management, and the timing of tax and other payments. For additional discussion, see the Risk Factors section.

Accounts Receivable, ~~Net~~netAccounts receivable was $1.1 billion as of ~~October 26, 2002~~January 25, 2003 and July 27, 2002, respectively. Days sales outstanding (“DSO”) in receivables as of ~~October 26, 2002~~January 25, 2003 and July 27, 2002 were 21 days. Our accounts receivable and DSO ~~was~~were primarily impacted by shipment linearity and collections performance. Our targeted range for DSO performance continues to be 40 to 50 days.

Inventories ~~Net~~Inventories were ~~$828~~$775 million as of ~~October 26, 2002,~~January 25, 2003, a decrease of ~~$52~~$105 million or ~~5.9%~~11.9% from $880 million at July 27, 2002. Inventories consist of raw materials, work in process, finished goods, and demonstration systems. Approximately ~~35.2%~~36.9% of our finished goods inventory was located at distributor ~~sites.~~sites as of January 25, 2003. Inventory turns were 7.0 turns in the ~~first~~second quarter of fiscal 2003 and 7.1 turns in the fourth quarter of fiscal 2002. Inventory levels and the associated inventory turns reflect our ongoing inventory management efforts. Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels to ensure competitive lead times against the risk of inventory obsolescence because of rapidly changing technology and customer requirements.

Commitments

Investment in Andiamo Systems, Inc. On August 19, 2002, we entered into a definitive agreement to acquire privately held Andiamo Systems, Inc. (“Andiamo”). The acquisition of Andiamo is expected to close in the third quarter of fiscal 2004 but no later than July 31, 2004.

Under the terms of the agreement, our common stock will be exchanged for all outstanding shares and options of Andiamo not owned by us at the closing of the acquisition. The amount of the purchase price for the remaining equity interests in Andiamo not then held by us is not


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

determinable at this time, but will be based primarily upon a valuation of Andiamo to be determined by applying a multiple to the actual, annualized revenue generated from sales by our products attributable to Andiamo during a three-month period shortly preceding the closing. Under ~~its~~ agreements with Andiamo, we are the exclusive manufacturer and distributor of all Andiamo products. The multiple will be equal to our average market capitalization during a specified period divided by our annualized revenue for a three-month period prior to closing, subject to adjustment as follows: (i) if the multiple so calculated is less than 10, then the multiple to be used for purposes of determining the transaction price shall be the midpoint between 10 and the multiple so calculated; (ii) if the multiple so calculated is greater than 15, then the multiple to be used for purposes of determining the transaction price shall be the midpoint between 15 and

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

the multiple so calculated. There is no minimum purchase price, and the maximum purchase price is limited to approximately $2.5 billion in shares of Cisco common stock valued at the time of closing.

The acquisition has received the required approvals from both companies and is subject to various closing conditions and approvals, including stockholder approval by Andiamo.

As of ~~October 26, 2002,~~January 25, 2003, we have made an $84 million investment in Andiamo in the form of convertible debt, which is convertible into approximately 44% of the equity in Andiamo, subject to certain terms and conditions. ~~This investment in Andiamo has been expensed as research and development costs, as if such expenses constituted our development costs.~~ Furthermore, we are also committed to provide additional funding to Andiamo in the form of non-convertible debt through the closing of the acquisition of approximately $100 million. ~~We had not~~As of January 25, 2003, we have funded ~~any~~$20 million of this ~~additional amount~~non-convertible debt. The entire investment in Andiamo has been expensed as ~~of October 26, 2002.~~research and development costs, as if such expenses constituted our development costs

Purchase Commitments with Contract Manufacturers and SuppliersWe use several contract manufacturers and suppliers to provide manufacturing services for our products. During the normal course of business, in order to reduce manufacturing lead times and ensure adequate component supply, we enter into agreements with certain contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us. As of ~~October 26, 2002, the Company has~~January 25, 2003, we have purchase commitments for inventory of approximately ~~$840~~$730 million, compared with $825 million as of July 27, 2002.

Other CommitmentsIn fiscal 2001, we entered into an agreement to invest approximately $1.0 billion in venture funds managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”). These venture funds are required to be funded upon demand by SOFTBANK. As of ~~October 26, 2002,~~January 25, 2003, we have funded ~~$100~~$174 million of this investment ~~commitment.~~commitment, compared with $100 million as of July 27, 2002.

We provide structured financing to certain qualified customers to be used for the purchase of equipment and other needs through our ~~wholly-owned~~wholly owned subsidiary, Cisco Systems Capital Corporation. As of ~~October 26,~~January 25, 2003, the outstanding loan commitments were approximately $120 million, subject to the customers satisfying certain financial covenants, of which approximately $60 million was eligible for draw down. As of July 27, 2002, the outstanding loan commitments were approximately ~~$376~~$948 million, ~~subject to the customers achieving certain financial covenants,~~ of which approximately ~~$190~~$209 million was


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

eligible for draw down. These loan commitments may be funded over a two- to three-year period, provided that these customers achieve specific business milestones and satisfy certain financial covenants.

We have entered into several agreements to purchase or ~~construct~~develop real estate, subject to the satisfaction of certain conditions. As of ~~October 26, 2002,~~January 25, 2003, the total amount of commitments, if certain conditions are met, was approximately ~~$410 million.~~$355 million, compared with $491 million as of July 27, 2002.

As of ~~October 26, 2002,~~January 25, 2003, we have a commitment of approximately $130 million to purchase the remaining portion of the minority interest of Cisco Systems, K.K. (Japan)., compared with $190 million as of July 27, 2002.

We also have certain other funding commitments of approximately ~~$150~~$130 million as of ~~October 26, 2002~~January 25, 2003 related to our privately held ~~investments.~~

~~Item 2. Management’s Discussion and Analysis~~investments compared with $152 million as of ~~Financial Condition and Results of Operations~~July 27, 2002.

Stock Repurchase Program

In September 2001, the Board of Directors authorized a stock repurchase program to acquire outstanding common stock. Under the program, up to $3 billion of our common stock could be reacquired over two years. In August 2002, the Board of Directors increased our stock repurchase program by $5 billion to a total of $8 billion of our common stock available for repurchase through September 12, 2003.

During the first ~~quarter~~six months of fiscal 2003, we repurchased and retired 88193 million shares of common stock for an aggregate purchase price of approximately ~~$1.1~~$2.6 billion. As of ~~October 26, 2002,~~January 25, 2003, we have repurchased and retired ~~212~~317 million shares of common stock for an aggregate purchase price of ~~$2.9~~$4.4 billion since inception of the program and the remaining authorized amount for stock repurchases under this program was ~~$5.1~~$3.6 billion.

Liquidity and Capital Resource Requirements

Based on past performance and current expectations, we believe that our cash and cash equivalents, short-term investments, and cash generated from operations will satisfy our working capital needs, capital expenditures, investment requirements, stock repurchases, commitments (see Note 6 to the Consolidated Financial Statements), future customer financings, and other liquidity requirements associated with our existing operations through at least the next 12 months. In addition, there are no transactions, arrangements, and other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of our requirements for capital resources.

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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

Set forth below and elsewhere in this Report and in other documents we file with the SEC are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in the Report.

OUR OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS WHICH MAY ADVERSELY AFFECT OUR STOCK PRICE

Our operating results have been in the past, and will continue to be, subject to quarterly and annual fluctuations as a result of a number of factors. These factors include:

• Fluctuations in demand for our products and services, such as has occurred in the last two years, especially with respect to Internet businesses and telecommunications service providers;

• Changes in sales and implementation cycles for our products and the reduced visibility into our customers’ spending plans and associated revenue;

• Our ability to maintain appropriate inventory levels and purchase commitments;

• Price and product competition in the communications and networking industries which can change rapidly due to technological innovation;

• The overall trend toward industry consolidation both among our competitors and our customers;

• The introduction and market acceptance of new technologies and products, as well as the adoption of new networking standards;

• Variations in sales channels, product costs, or mix of products sold;

• The timing and size of orders from customers;

• Manufacturing lead times;

• Fluctuations in our gross margins;

• Our ability to achieve targeted cost reductions;

• The ability of our customers, channel partners and suppliers to obtain financing or to fund capital expenditures;

• The timing and amount of employer payroll tax to be paid on employees’ gains on stock options exercised;

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

• Actual events, circumstances, outcomes, and amounts differing from judgments,

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~RISK FACTORS~~

assumptions, and estimates used in determining the values of certain assets (including the amounts of related valuation allowances), liabilities and other items reflected in our financial statements; and

• Changes in accounting rules, such as recording expenses for employee stock option grants.

As a consequence, operating results for a particular future period are difficult to predict, and therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business, results of operations, and financial ~~condition.~~condition which could adversely affect our stock price.

OUR ~~BUSINESS~~OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY THE UNCERTAIN GEOPOLITICAL ENVIRONMENT, AND UNFAVORABLE ECONOMIC AND MARKET CONDITIONS

Adverse economic conditions worldwide have contributed to slowdowns in the communications and networking industries and may continue to impact our business, resulting in:

• Reduced demand for our products as a result of a decrease in capital spending by our customers, particularly service providers;

• Increased price competition for our products, partially as a consequence of customers disposing of unutilized products;

• Increased risk of excess and obsolete inventories;

• Excess facilities and manufacturing capacity; and

• Higher overhead costs as a percentage of revenues.

Recent political turmoil in many parts of the world, including terrorist and military actions, may continue to put pressure on global economic conditions. If the economic and market conditions in the United States and globally do not improve, or if they deteriorate further, we may continue to experience material adverse impacts on our business, operating results, and financial condition as a consequence of the above factors or otherwise. We do not expect the trend of lower capital spending among service providers to reverse itself in the near term.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

OUR ~~DIFFICULTY~~REVENUES FOR A PARTICULAR PERIOD ARE DIFFICULT TO PREDICT AND A SHORTFALL IN ~~PREDICTING~~ REVENUES MAY ~~HAVE A MATERIAL ADVERSE EFFECT ON~~HARM OUR ~~OPERATIONS AND FINANCIAL~~OPERATING RESULTS

As a result of a variety of factors discussed in this ~~Report,~~report, our revenues for a particular quarter are difficult to predict. Our net sales may grow at a slower rate than experienced in past periods and, in particular periods, may decline. Our ability to meet financial expectations could also be adversely affected if the nonlinear sales pattern seen in certain of our past quarters recurs in

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~RISK FACTORS~~

future periods. We have experienced periods of time ~~where~~during which shipments exceeded net bookings, leading to nonlinearity in shipping patterns. This can increase costs, as irregular shipment patterns result in periods of underutilized capacity and periods when overtime expenses may be incurred, as well as leading to additional costs arising out of inventory management.

In addition, to improve customer satisfaction, we continue to attempt to reduce our manufacturing lead times, which may result in corresponding reductions in order backlog. A decline in backlog levels could result in more variability and less predictability in our quarter-to-quarter net sales and operating results going forward. In the past, long manufacturing lead times caused our customers to place the same order multiple times within our various sales channels and cancel the duplicative orders when the product is received from one of the channels from where it was ordered, or place orders with other vendors with shorter manufacturing lead times. Such multiple ordering (along with other factors) may cause difficulty in predicting our sales, and as a result could impair our ability to manage parts inventory effectively.

We plan our operating expense levels based primarily ~~based~~ on forecasted revenue levels. These expenses and the impact of long-term commitments are relatively fixed in the short-term. A shortfall in revenue could lead to operating results being below expectations as we may not be able to quickly reduce these fixed expenses in response to short-term business changes.

Any of the above factors could have a material adverse impact on our operations and financial results.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

WE EXPECT GROSS MARGIN VARIABILITY OVER TIME

Although we have experienced increasing product gross margins, product gross margins may be adversely affected in the future by a number of factors, including but not limited to:

• Changes in customer, geographic or product mix, including mix of configurations within each product group;

• Increases in material or labor costs;

• Excess inventory;

• Obsolescence charges;

• Changes in shipment volume;

• Loss of cost savings due to changes in component pricing or charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand;

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~RISK FACTORS~~

• Increased price competition;

• Changes in distribution channels;

• Increased warranty costs; and

• Introduction of new products and costs of entering new markets.

Changes in service gross margin may result from various factors such as the changes in mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals.

DISRUPTION OF OR CHANGES IN THE MIX OF OUR PRODUCT AND SERVICES DISTRIBUTION MODEL OR CUSTOMER BASE COULD ~~AFFECT~~HARM OUR SALES AND MARGINS

If we fail to manage distribution of our products and services properly, or if our distributors’ financial condition or operations weaken, our revenues and gross margins could be adversely affected. Furthermore, a change in the mix of our customers between service provider and enterprise, or a change in mix of direct sales and indirect sales, can adversely affect revenues and gross margins.

We use a variety of channels to bring our products and services to our end user customers, including system integrators, two-tier distributors ~~who in turn~~and direct sales. System integrators integrate our products and services into an overall network solution then typically resell to an end user. Two-tier distributors stock inventory and sell to resellers ~~and direct~~who may themselves be system integrators. Direct sales occur to both enterprise accounts and service providers. ~~Since~~A substantial portion of our products and services is distributed through our channel partners and the

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

remainder is distributed through direct sales. Our two-tier distribution channels, in contrast to our one-tier distributors, are given business terms which allow them to return a portion of inventory and participate in various cooperative marketing programs. In addition, if sales through indirect channels increase, this may lead to greater difficulty in forecasting the mix of our products, and to a certain degree, the timing of orders from our customers. We recognize revenue to two-tier distributors based on a sell-through method utilizing information provided by our distributors and we also maintain accruals and allowances for all cooperative marketing and other programs.

Historically, we have seen fluctuations in gross margins based on changes in the balance of our distribution channels. Although variability to date has not been significant, because each distribution channel has a ~~distinct~~unique profile, ~~the failure to implement the most advantageous balance~~there can be no assurance that changes in the ~~delivery~~balance of our distribution model ~~for our products and services could adversely affect~~in future periods would not have an adverse effect on our gross ~~margin~~margins, and therefore, profitability.

For example:

• As we respond to demand from certain categories of customers to sell directly to them, we could risk alienating channel partners and adversely affecting our distribution model.

• Because direct sales may compete with the sales made by channel partners, these channel partners may elect to use other suppliers that do not directly sell their own products.

• Some of our system integrators may demand that we absorb a greater share of the risks that their customers may ask them to bear, affecting our gross margin.

• Some of our channel partners may have insufficient financial resources and may not be able to withstand changes in business conditions, including the recent economic downturn. Revenues from indirect sales could suffer if our distributor’s financial condition or operations weaken.
• Service provider customers may demand rigorous acceptance testing or prime contracting. As we develop more “solution” oriented products, enterprise customers may demand similar terms and conditions. Such terms and conditions can lower gross margin and defer revenue recognition.

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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

Service provider customers may demand rigorous acceptance testing or prime contracting. As we develop more “solution” oriented products, enterprise customers may demand similar terms and conditions. Such terms and conditions can lower gross margin and defer revenue recognition.

OUR INVENTORY MANAGEMENT RELATING TO OUR SALES TO DISTRIBUTORS IS COMPLEX, AND EXCESS FINISHED GOODS MAY HARM OUR GROSS MARGINS
We must manage our inventory ~~effectively, particularly with respect~~relating to sales to ~~distributors.~~our distributors effectively. With respect to finished goods, inventory held by our two tier distributors could affect our results of operations. Distributors may increase orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. Distributors also may adjust their orders in response to the supply of our products and the products of our competitors that are available to the distributor and to seasonal fluctuations in end-user demand. If we have excess inventory, we may have to reduce our prices and write down inventory, which in turn could result in lower gross margins. Our two-tier distribution channels, in contrast to our one-tier distributors, are given ~~privileges~~business terms which allow them to return a portion of inventory and participate in various cooperative marketing programs. In addition, if sales through indirect channels increase, this may lead to greater difficulty in forecasting the mix of our products, and to a certain degree, the timing of orders from our customers. We recognize revenue to two-tier distributors based on a sell-through method utilizing information provided by our distributors and we also maintain accruals and allowances for all cooperative marketing and other programs.
SALES TO THE SERVICE PROVIDER MARKET ARE ESPECIALLY VOLATILE AND CONTINUED DECLINES OR DELAYS IN SALES ORDERS FROM THIS INDUSTRY MAY HARM OUR OPERATING RESULTS AND FINANCIAL CONDITION
Sales to the service provider market have been characterized by large and often sporadic purchases with longer sales cycles. We have experienced significant decreases in sales to service providers as market conditions have changed. Sales activity in this industry depends upon the stage of completion of expanding network infrastructures, the availability of funding, and the extent that service providers are affected by regulatory, economic, and business conditions in the country of operations. Continued declines or delays in sales orders from this industry could have a material adverse effect on our business, operating results, and financial condition, particularly as we continue to invest in development of new products aimed at this market segment. The slowdown in the general economy, over-capacity, changes in the service provider market, and the constraints on capital availability have had a material adverse effect on many of our service provider customers, with a number of such customers going out of business or substantially reducing their expansion plans. These conditions have had a material adverse effect on our business and operating results, and we expect that these conditions may continue for the foreseeable future. Finally, service provider customers typically have longer implementation cycles, require a broader range of service, including design services, demand that vendors take on a larger share of risks, often have acceptance provisions which can lead to a delay in revenue recognition and expect financing from vendors. All these factors can add further risk to business conducted with service providers.
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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
~~WE ARE DEPENDENT UPON~~A SHORTAGE OF ADEQUATE COMPONENT SUPPLY ~~AND~~OR MANUFACTURING CAPACITY COULD INCREASE OUR COSTS OR CAUSE A DELAY IN OUR ABILITY TO FULFILL ORDERS AND OUR FAILURE TO ESTIMATE CUSTOMER DEMAND PROPERLY MAY RESULT IN EXCESS OR OBSOLETE COMPONENT SUPPLY THAT COULD ADVERSELY AFFECT OUR GROSS MARGINS
Our growth and ability to meet customer demands also depend in part on our ability to obtain timely deliveries of parts from our suppliers. We have experienced component shortages in the past that have adversely affected our operations. We may in the future experience a short supply of certain component parts as a result of strong demand in the industry for those parts or problems experienced by suppliers. If shortages or delays persist, the price of these components may increase, or the components may not be available at all. We may not be able to secure enough components at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed. Accordingly, our revenues and gross margins could suffer until other sources can be developed. There can be no assurance that we will not encounter these problems in the future. Although in many cases we use standard parts and components for our products, certain components are presently available only from a single source or limited sources. We may not be able to diversify sources in a timely manner, which could harm our ability to deliver products to customers and seriously impact present and future sales.
We believe that we may be faced with the following challenges going forward:
• New markets that we participate in may grow quickly and thus, consume significant component capacity;

• As we continue to acquire companies and new technologies, we are dependent, at least initially, on unfamiliar supply chains or relatively small supply partners; and

• We face competition for certain components, which are supply constrained, from existing competitors and companies in other markets.
Manufacturing capacity and component supply constraints could be significant issues for us. We use several contract manufacturers and suppliers to provide manufacturing services for our products. During the normal course of business, in order to reduce manufacturing lead times and ensure adequate component supply, we enter into agreements with certain contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us. If we fail to anticipate customer demand properly, an oversupply of parts could result in excess or obsolete components that could adversely affect our gross margins. For additional information regarding our purchase commitments, see Note 8, “Commitments and Contingencies”, on pages 38 to 40 of our 2002 Annual Report to Shareholders. A reduction or interruption in supply, a significant increase in the price of one or more components, a failure to adequately authorize procurement of inventory by our contract manufacturers, or a decrease in demand of products could materially adversely affect our business, operating results and financial condition and could materially damage customer relationships. Furthermore, as a result of binding price or purchase commitments with suppliers, we may be obligated to purchase components at prices that are
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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
~~that are~~ higher than those available in the current market. In the event that we become committed to purchase components at prices in excess of the current market price when the components are actually utilized, our gross margins could decrease.
The fact that we do not own the bulk of our manufacturing facilities could have an adverse impact on the future products supply and on operating results. Financial problems of contract manufacturers on whom we rely, or reservation of capacity by other companies, inside or outside of our industry, could either limit supply or increase costs.
THE MARKETS IN WHICH WE ~~HAVE MANY SUBSTANTIAL COMPETITORS~~COMPETE ARE INTENSELY COMPETITIVE WHICH COULD ADVERSELY AFFECT OUR REVENUE GROWTH
We compete in the networking and communications equipment markets, providing products and services for transporting data, voice, and video traffic across intranets, extranets, and the Internet. ~~The market is~~These markets are characterized by rapid change, converging technologies, and a migration to networking solutions that offer superior advantages. These market factors represent both an opportunity and a competitive threat to us. We compete with numerous vendors in each product category. The overall number of competitors providing niche product solutions may increase due to the market’s long-term attractive growth.
Our competitors include 3Com, Alcatel, Avaya, Avici, Check Point Software, Ciena, Dell, Ericsson, Enterasys, Extreme Networks, Foundry Networks, Fujitsu, Huawei, Juniper, Lucent, ~~Marconi,~~, NetScreen, Nokia, Nortel Networks, Redback Networks, Riverstone, Siemens AG, and Sycamore Networks, among others. Some of these companies compete across many of our product lines, while others are primarily focused in a specific product area. Barriers to entry are relatively low, and new ventures to create products that do or could compete with our products are regularly formed. In addition, several of our current and potential competitors may have greater resources, including technical and engineering resources, than we do. In addition, as we expand into new markets, we may face competition from our existing competitors, and will likely face competition from other companies as well.
The principal competitive factors in the markets in which we presently compete and may compete in the future include:
     •
• The ability to provide a broad range of networking products and services;
• Product performance;
• Price;
• The ability to provide new products;
• The ability to provide value-added features such as security, reliability, and investment protection;
• Conformance to standards;
     ~~•     Product performance;~~
     ~~•     Price;~~
     ~~•     The ability to provide new products;~~
     ~~•     The ability to provide value-added features such as security, reliability, and investment protection;~~
     ~~•     Conformance to standards;~~
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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
     ~~•     Market presence; and~~
     •
• Market presence; and
• The ability to provide financing.
We also face competition from customers to whom we license or supply technology and suppliers from whom we transfer technology. The inherent nature of networking requires interoperability. As such, we must cooperate and at the same time compete with many companies. Our inability to effectively manage these complicated relationships with customers and suppliers, or the uncontrollable and unpredictable acts of others, could have a material adverse effect on our business, operating results, and financial condition and accordingly affect our chances of success.
WE DEPEND UPON THE DEVELOPMENT OF NEW PRODUCTS AND ENHANCEMENTS TO EXISTING PRODUCTS AND ~~ARE SUBJECT~~IF WE FAIL TO ~~RAPID CHANGES IN TECHNOLOGY~~PREDICT AND ~~THE~~RESPOND TO EMERGING TECHNOLOGICAL TRENDS AND CUSTOMERS’ CHANGING NEEDS, OUR OPERATING RESULTS AND MARKET SHARE MAY SUFFER
The markets for our products are characterized by rapidly changing technology, evolving industry standards, new product introductions, and evolving methods of building and operating networks. Our operating results depend on our ability to develop and introduce new products into existing and emerging markets and to reduce the costs to produce existing products. We believe the Internet and other data, voice and video networks are evolving into a “network of networks” which will require common technology platforms and broad end-to-end solutions for particular applications rather than products aimed at particular market segments. In that environment, customers will be more concerned with overall solutions rather than with whether the solution is built around a particular technology, such as routing or switching. The process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, our business could be harmed. We must commit significant resources to develop new products before knowing whether our investments will result in products the market will accept. In particular, if the “network of networks” does not emerge as we believe it will, many of our investments may prove to be without value. Furthermore, we may not execute successfully on that vision because of errors in product planning or timing, technical hurdles which we fail to overcome in timely fashion, or because of lack of appropriate resources. This could result in competitors providing those solutions before we do, and loss of market share, revenues and earnings. The success of new products is dependent on several factors, including proper new product definition, component costs, timely completion and introduction of these products, differentiation of new products from those of our competitors, and market acceptance of these products. There can be no assurance that we will successfully identify new product opportunities, develop and bring new products to market in a timely manner, and achieve market acceptance of our products, or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive.
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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
OUR BUSINESS SUBSTANTIALLY DEPENDS UPON THE CONTINUED GROWTH OF THE INTERNET AND INTERNET-BASED SYSTEMS; CHANGES IN INDUSTRY STRUCTURE COULD LEAD TO PRODUCT DISCONTINUANCES
A substantial portion of our business and revenue depends on growth of the Internet and on the deployment of our products by customers that depend on the continued growth of the Internet. As a result of the economic slowdown and the reduction in capital spending, which have particularly affected telecommunications service providers, spending on Internet infrastructure has declined, which has had a material adverse effect on our business. To the extent that the economic slowdown and reduction in capital spending continue to adversely affect spending on Internet infrastructure, we could continue to experience material adverse effects on our business, operating results, and financial condition.
Because of the rapid introduction of new products, and changing customer requirements related to matters such as cost-effectiveness and security, we believe that there could be certain performance problems with Internet communications in the future, which could receive a high degree of publicity and visibility. As we are a large supplier of networking products, we may be materially adversely affected, regardless of whether or not these problems are due to the performance of our own products. Such an event could also result in a material adverse effect on the market price of our common stock independent of direct effects on our business, and could materially adversely affect our business, operating results, and financial condition.
In response to changes in industry and market conditions, we may be required to strategically realign our resources and consider restructuring, disposing of, or otherwise, exiting businesses. Any decision to limit investment in or to dispose of or otherwise, exit businesses may result in the recording of special charges, such as inventory and technology related write-offs and workforce reduction costs, charges relating to consolidation of excess facilities, or claims from third parties who were resellers or users of discontinued products. Estimates relating to the liabilities for excess facilities are affected by changes in real estate market conditions. Estimates with respect to the useful life or ultimate recoverability of our carrying basis of assets, including purchased intangible assets, could change as a result of such assessments and decisions. Additionally, we are required to perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.
WE HAVE MADE AND EXPECT TO CONTINUE TO MAKE ~~FUTURE~~ ACQUISITIONS; ANY ACQUISITIONS ~~INVOLVE NUMEROUS RISKS~~COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS
Our growth is dependent upon, market growth, our ability to enhance our existing products, and our ability to introduce new products on a timely basis. We have and will continue to address the need to develop new products through acquisitions of other companies and technologies, including the personnel such acquisitions may bring to us. Acquisitions involve numerous risks, including the following:
~~Difficulties in integrating the operations, technologies, products and personnel of the acquired companies;~~
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Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
• Difficulties in integrating the operations, technologies, products and personnel of the acquired companies;
• Diversion of management’s attention from normal daily operations of the business;

• Potential difficulties in completing projects associated with in-process research and development;

• Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

• Initial dependence on unfamiliar supply chains or relatively small supply partners;

• Insufficient revenues to offset increased expenses associated with acquisitions; and

• The potential loss of key employees of the acquired companies.
Acquisitions may also cause us to:
• Issue common stock that would dilute our current shareholders’ percentage ownership;

• Assume liabilities;

• Record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;

• Incur amortization expenses related to certain intangible assets;

• Incur large and immediate write-offs; or

• Become subject to litigation.
Mergers and acquisitions of high-technology companies are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition. Failure to manage and successfully integrate acquisitions we make could harm our business and operating results in a material way. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products and technologies to an inability to do so. Even when an acquired company has already developed and marketed products, there can be no assurance that product enhancements will be made in a timely fashion or that all preacquisition due diligence will have identified all possible issues that might arise with respect to such products.
47
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
~~RISK FACTORS~~
From time to time, we have made acquisitions that result in in-process research and development expenses being charged in an individual quarter. These charges may occur in any particular quarter resulting in variability in our quarterly earnings.
52
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
See also the discussion of risks related to new product development, which also applies to acquisitions, above under the risk factor entitled,“We depend upon the development of new products and enhancements to existing products and ~~are subject~~if we fail to ~~rapid changes in technology~~predict and ~~the market”~~respond to emerging technological trends and customers’ changing needs, our operating results and market share may suffer”.
THE ENTRANCE INTO NEW OR DEVELOPING MARKETS EXPOSES US TO ADDITIONAL COMPETITION AND INCREASES DEMANDS ON OUR ~~BUSINESS~~SERVICE AND SUPPORT OPERATIONS ~~TO RISKS~~
As we focus on new market opportunities, such as transporting data, voice, and video traffic across the same network, we will increasingly compete with large telecommunications equipment suppliers as well as startup companies. Several of our current and potential competitors may have greater resources, including technical and engineering resources, than we do. Additionally, as customers in these markets complete infrastructure deployments, they may require greater levels of service, support, and financing than we have provided in the past. We expect that demand for these types of service or financing contracts may increase in the future. There can be no assurance that we can provide products, service, support, and financing to effectively compete for these market opportunities. Further, provision of greater levels of services by us may result in a delay in the timing of revenue recognition.
PRODUCT QUALITY PROBLEMS COULD LEAD TO REDUCED REVENUES AND GROSS MARGINS
We produce highly complex products that incorporate leading-edge technology, including both hardware and software. Software typically contains “bugs” which can unexpectedly interfere with expected operations. There can be no assurance that our pre-shipment testing programs will be adequate to detect all defects -— either in individual products or which could affect numerous shipments -— which might interfere with customer satisfaction, reduce sales opportunities, or affect gross margins if the cost of remedying the problems exceeded reserves established for that purpose. In the past, we have had to recall certain components. While the cost of such recalls was not material, there can be no assurance that such a recall, depending on the product involved, would not have a material impact. An inability to cure a product defect could result in the failure of a product line, and withdrawal, at least temporarily from a product or market segment, damage to our reputation, inventory costs, product reengineering expenses, and a material impact on revenues and margins.
~~THE~~ INDUSTRY ~~IN WHICH WE COMPETE~~CONSOLIDATION MAY LEAD TO INCREASED COMPETITION AND ~~THE INDUSTRIES IN WHICH~~MAY HARM OUR ~~CUSTOMERS COMPETE, ARE SUBJECT TO CONSOLIDATION~~OPERATING RESULTS
There has been a trend toward industry consolidation in our markets for several years. We expect this trend toward industry consolidation to continue as companies attempt to strengthen or hold
48
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
~~RISK FACTORS~~
their market positions in an evolving industry. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in operating results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the service
53
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
provider market, rapid consolidation will lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace comprised of more numerous participants.
DUE TO THE GLOBAL NATURE OF OUR ~~BUSINESS IS SUBJECT TO RISKS FROM GLOBAL~~ OPERATIONS, POLITICAL OR ECONOMIC CHANGES IN A SPECIFIC COUNTRY OR REGION COULD HARM OUR COSTS, EXPENSES AND FINANCIAL CONDITION
We conduct significant sales and customer support operations in countries outside of the United States and also depend on non-U.S. operations of our contract manufacturers and our distribution partners. For fiscal 2002 and the first six months of fiscal 2003, we derived ~~46%~~49% and 49% of our revenues, respectively, from sales outside the United States. Accordingly, our future results could be materially adversely affected by a variety of uncontrollable and changing factors including, among others, foreign currency exchange rates; political or social unrest or economic instability in a specific country or region; trade protection measures and other regulatory requirements which may affect our ability to import or export our products from various countries; service provider and government spending patterns affected by political considerations; difficulties in staffing and managing international operations; and adverse tax consequences, including imposition of withholding or other taxes on payments by subsidiaries. Any or all of these factors could have a material adverse impact on our ~~future business.~~costs, expenses and financial condition.
WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES WHICH COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS AND CASH FLOWS
Because a significant portion of our business is conducted outside the United States, we face exposure to adverse movements in non-U.S. currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results and cash flows. Historically, our primary exposures have related to non-dollar-denominated sales in Japan, Canada, and Australia, and certain non-dollar-denominated operating expenses in Europe, Latin America, and Asia, where we sell primarily in U.S. dollars. Additionally, we have exposures to emerging market currencies, which can have extreme currency volatility. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the United States where we sell in dollars, and a weakened dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we must purchase components in foreign currencies.
Currently, we hedge only those currency exposures associated with certain assets and liabilities denominated in nonfunctional currencies and periodically will hedge anticipated foreign currency cash flows. The hedging activities undertaken by us are intended to offset the impact of currency fluctuations on certain nonfunctional currency assets and liabilities. Our attempts to hedge against these risks may not be successful resulting in an adverse impact on our net income.
4954
Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
WE ARE EXPOSED TO THE CREDIT RISK OF SOME OF OUR CUSTOMERS AND TO CREDIT EXPOSURES IN WEAKENED MARKETS WHICH COULD RESULT IN MATERIAL LOSSES
Most of our sales are on an “open credit” basis, with payment terms of 30 days typically in the United States, and, because of local customs or conditions, longer in some markets outside the United States. We monitor individual customer payment capability in granting such open credit arrangements, seek to limit such open credit to amounts we believe the customers can pay, and maintain reserves we believe are adequate to cover exposure for doubtful accounts. Beyond our open credit arrangements, we have also experienced demands for customer financing and facilitation of leasing arrangements. We expect demand for customer financing to continue. We believe customer financing is a competitive factor in obtaining business, particularly in supplying customers involved in significant infrastructure projects. Our loan financing arrangements may include not only financing the acquisition of our products and services but also providing additional funds for other costs associated with network installation and integration of our products and services and for working capital purposes. We do not recognize revenue on such loan financing arrangements until cash payments are received.
Because of the current slowdown in the global economy, our exposure to the credit risks relating to our financing activities described above have increased. Although we have programs in place to monitor and mitigate the associated risk, including monitoring of particular risks in certain geographic areas, there can be no assurance that such programs will be effective in reducing our credit risks. There have been significant bankruptcies among customers both on open credit and with loan or lease financing arrangements, particularly among Internet businesses and service providers, causing us to incur economic or financial losses. There can be no assurance that ~~should economic conditions not improve,~~ additional losses would not be incurred, and that such losses would not be material. Although these losses have not been material to date, future losses, if incurred, could harm our business and have a material adverse effect on our operating results and financial condition.
A portion of our sales is derived through our resellers in two-tier distribution channels. These resellers/customers are generally given ~~privileges~~business terms which allow them to return a portion of inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. We maintain estimated accruals and allowances for such exposures. However, such resellers tend to have more limited financial resources than other resellers and end-user customers and therefore, represent potential sources of increased credit risk because they may be more likely to lack the reserve resources to meet payment obligations.
OUR BUSINESS DEPENDS UPON OUR PROPRIETARY RIGHTS, WHICH MIGHT PROVE DIFFICULT TO ENFORCE, AND THERE IS A RISK OUR PRODUCTS COULD BE HELD TO INFRINGE RIGHTS OF THIRD PARTIES
We generally rely on patents, copyrights, trademarks, and trade secret laws to establish and maintain proprietary rights in our technology and products. While we have been issued a number of patents and other patent applications are currently pending, there can be no assurance, that any of these patents will not be challenged, invalidated, or circumvented, or that any rights granted
5055
Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
under these patents will in fact provide competitive advantages to us. Furthermore, many key aspects of networking technology are governed by industry-wide standards which are usable by all market entrants, often with little or no royalty owed in connection with the use of the standards. In addition, there can be no assurance that patents will be issued from pending applications, or that claims allowed on any future patents will be sufficiently broad to protect our technology. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent, as do the laws of the United States. IfThe outcome of any actions taken in these foreign countries may be different than if such actions were determined under the laws of the United States. While we are not dependent on any individual patents or group of patents for particular segments of the business for which we compete, if we are unable to protect our proprietary rights to the totality of the features (including aspects of products protected by other than patent rights), in a market we may find ourselves at a competitive disadvantage to others who do not have to incur the substantial expense, time and effort required to create the innovative products which have enabled us to be successful.
From time to time, third parties have asserted exclusive patent, copyright, trademark and other intellectual property rights to technologies and related standards that are relevant to us. These assertions have increased over time as a result of our growth and the general increase in the pace of patent claims assertions, particularly in the United States. Because of the existence of a large number of patents in the networking field, the secrecy of some pending patents and the rapid rate of issuance of new patents, it is not economically practical nor even possible to determine in advance whether a product or any of its components infringe or will infringe the patent rights of others. Third parties, including customers, have asserted claims and/or initiated litigation, and may in the future assert claims or initiate litigation, against us or our manufacturers, suppliers, or customers, alleging infringement of their proprietary rights with respect to our existing or future products or components of those products. Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to develop a non-infringing technology or enter into license agreements; where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all, in all such circumstances, or that our indemnification by their suppliers will be adequate to cover their costs if a claim were brought directly against us or our customers. If any infringement or other intellectual property claim made against us by any third party is successful, or if we fail to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, our business, operating results and financial condition could be materially and adversely affected.
Many of our products are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to protect our proprietary rights in our products.
5156
Item 2. ~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
~~WE FACE RISKS FROM THE~~OUR OPERATING RESULTS AND FUTURE PROSPECTS COULD BE MATERIALLY HARMED BY UNCERTAINTIES OF REGULATION OF THE INTERNET
Currently, few laws or regulations apply directly to access or commerce on the Internet. We could be materially adversely affected by regulation of the Internet and Internet commerce in any country where we operate. Such regulations could include matters such as voice over the Internet or using Internet Protocol, encryption technology, and access charges for Internet service providers. Our business could be materially adversely affected by the changes in the regulations surrounding the telecommunications industry. The adoption of regulation of the Internet and Internet commerce could decrease demand for our products, and at the same time increase the cost of selling our products, which could have a material adverse effect on our business, operating results, and financial condition.
OUR SUCCESS LARGELY DEPENDS ON OUR ABILITY TO RETAIN AND RECRUIT KEY PERSONNEL AND ANY FAILURE TO DO SO WOULD HARM OUR ABILITY TO MEET KEY OBJECTIVES
Our success has always depended in large part on our ability to attract and retain highly skilled technical, managerial, sales, and marketing personnel. In spite of the economic slowdown, competition for these personnel is intense, especially in the Silicon Valley area of Northern California. Volatility or lack of positive performance in our stock price may also adversely affect our ability to retain key employees, all of whom have been granted stock options. The loss of services of any of our key personnel, the inability to retain and attract qualified personnel in the future, or delays in hiring required personnel, particularly engineering and sales personnel, could make it difficult to meet key objectives, such as timely and effective product introductions. In addition, companies in the networking industry whose employees accept positions with competitors frequently claim that competitors have engaged in improper hiring practices. We have received these claims in the past and may receive additional claims to this effect in the future.
~~WE FACE CERTAIN~~ADVERSE RESOLUTION OF LITIGATION ~~RISKS~~MAY HARM OUR OPERATING RESULTS OR FINANCIAL CONDITION
We are a party to lawsuits in the normal course of our business. Litigation can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the lawsuits in which we are involved, see Item 1, “Legal Proceedings”, contained in Part II of this Report.
57
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
CHANGES IN EFFECTIVE TAX RATES COULD ADVERSELY AFFECT OUR RESULTS
Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretations thereof.
52
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
~~RISK FACTORS~~
OUR BUSINESS ISAND OPERATIONS ARE ESPECIALLY SUBJECT TO THE RISKS OF EARTHQUAKES, FLOODS, AND OTHER NATURAL CATASTROPHIC EVENTS ~~AND TO INTERRUPTION BY MANMADE PROBLEMS SUCH AS COMPUTER VIRUSES OR TERRORISM~~
Our corporate headquarters, including certain of our research and development operations and our manufacturing facilities, are located in the Silicon Valley area of Northern California, a region known for seismic activity. Additionally, certain of our facilities, which include one of our manufacturing facilities, are located near rivers that have experienced flooding in the past. A significant natural disaster, such as an earthquake or a flood, could have a material adverse impact on our business, operating results, and financial condition. ~~In addition, despite~~
MANMADE PROBLEMS SUCH AS COMPUTER VIRUSES OR TERRORISM MAY DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS
Despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, operating results, and financial condition. In addition, the effects of war or acts of terrorism could have a material adverse effect on our business, operating results, and financial condition. The terrorist attacks in New York and Washington, D.C. on September 11, 2001 disrupted commerce throughout the world and intensified the uncertainty of the U.S. and other economies. The continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruptions to these economies and create further uncertainties. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders, or the manufacture or shipment of our products, our business, operating results and financial condition could be materially and adversely affected.
WE ARE EXPOSED TO FLUCTUATIONS IN THE MARKET VALUES OF OUR PORTFOLIO INVESTMENTS AND IN INTEREST ~~RATES~~RATES; IMPAIRMENT OF OUR INVESTMENTS COULD HARM OUR EARNINGS
We maintain an investment portfolio of various holdings, types, and maturities. These securities are generally classified as available for sale and, consequently, are recorded on the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of tax. Part of this portfolio includes equity investments in several publicly traded companies, the values of which are subject to market price volatility. Recent events have adversely affected the public equities market and general economic conditions may continue to worsen. As a result, we may recognize in earnings the
58
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
decline in fair value of our publicly traded equity investments below the cost basis when the decline is judged to be other-than-temporary. For information regarding the sensitivity of and risks associated with the market value of portfolio investments and interest rates, refer to section titled “Quantitative and Qualitative Disclosures About Market Risk” included in this Report and in our Annual Report on Form 10-K, as amended, for the fiscal year ended July 27, 2002. Furthermore, our equity investments in both publicly traded companies and private companies are subject to risk of loss of investment capital. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose our entire investment in these companies.
53
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
~~RISK FACTORS~~
IF WE ~~ARE SUBJECT TO RISKS ASSOCIATED WITH~~DO NOT SUCCESSFULLY MANAGE OUR STRATEGIC ALLIANCES WE MAY EXPERIENCE INCREASED COMPETITION OR DELAYS IN PRODUCT DEVELOPMENT
We have several strategic alliances with large and complex organizations and other companies with whom we work to offer complementary products and services. These arrangements are generally limited to specific projects, the goal of which is generally to facilitate product compatibility and adoption of industry standards. If successful, these relationships may be mutually beneficial and result in industry growth. However, these alliances carry an element of risk because, in most cases, we must compete in some business areas with a company with which we have a strategic alliance and, at the same time, cooperate with that company in other business areas. Also, if these companies fail to perform or if these relationships fail to materialize as expected, we could suffer delays in product development or other operational difficulties.
~~WE FACE RISKS ASSOCIATED WITH~~ CHANGES IN TELECOMMUNICATIONS REGULATION AND TARIFFS COULD HARM OUR PROSPECTS AND FUTURE SALES
Changes in telecommunications requirements in the United States or other countries could affect the sales of our products. In particular, we believe it is possible that there may be changes in U.S. telecommunications regulations in the future that could slow the expansion of the service providers’ network infrastructures and materially adversely affect our business, operating results, and financial condition. Future changes in tariffs by regulatory agencies or application of tariff requirements to currently untariffed services could affect the sales of our products for certain classes of customers. Additionally, in the United States, our products must comply with various Federal Communications Commission requirements and regulations. In countries outside of the United States, our products must meet various requirements of local telecommunications authorities. Changes in tariffs or failure by us to obtain timely approval of products could have a material adverse effect on our business, operating results, and financial condition.
OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE
Our common stock has experienced substantial price volatility, particularly as a result of variations between our actual financial results, and the published expectations of analysts, and as a result of announcements by our competitors and us. Furthermore, speculation in the press or
59
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RISK FACTORS
investment community about our strategic position, financial condition, results of operations, business or significant transactions can cause changes in stock price. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology companies, in particular, and that have often been unrelated to the operating performance of these companies. These factors, as well as general economic and political conditions, may materially adversely affect the market price of our common stock in the future. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, all of whom have been granted stock options.
5460
Item 3. ~~Item 3.~~ Quantitative and Qualitative Disclosures About Market Risk
We maintain an investment portfolio of various holdings, types, and maturities. These securities are generally classified as available for sale and, consequently, are recorded on the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of tax. Part of this portfolio includes equity investments in several publicly traded companies, the values of which are subject to market price volatility. During the first ~~quarter~~six months of fiscal 2003 and 2002, we recognized a charge of $412 million and $858 million, pre-tax, respectively, attributable to the impairment of certain publicly traded equity securities (see Note 7 to the Consolidated Financial Statements). The impairment charges were related to the decline in the fair value of certain publicly traded equity investments below their cost basis that were judged to be other-than-temporary.
At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our investment portfolio. Conversely, declines in interest rates could have a material impact on interest earnings for our investment portfolio. We do not currently hedge these interest rate exposures.
We have also invested in several privately held companies, many of which can still be considered in the start-up or development stages. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose our entire initial investment in these companies.
Readers are referred to pages 23 to 24 of the fiscal 2002 Annual Report to Shareholders for a more detailed discussion of quantitative and qualitative disclosures about market risk. The following analysis presents the hypothetical changes in fair value of public equity investments that are sensitive to changes in the stock market (in millions):

Valuation of Securities Valuation of Securities
Given X% Decrease Fair Value Given X% Increase
in Each Stock's Price as of in Each Stock's Price

October 26,
(75%) (50%) (25%) 2002 25% 50% 75%

Corporate equities $ 115 $ 229 $ 344 $ 458 $ 573 $ 687 $ 802

Valuation of Securities Valuation of Securities
Given X% Decrease Fair Value Given X% Increase
in Each Stock's Price as of in Each Stock's Price

January 25,
(75%) (50%) (25%) 2003 25% 50% 75%

Corporate equities $ 131 $ 261 $ 392 $ 522 $ 653 $ 783 $ 914
Our equity portfolio consists of securities with characteristics that most closely match the S&P Index or companies traded on the Nasdaq National Market. These equity securities are held for purposes other than trading. The modeling technique used measures the hypothetical change in fair values arising from selected hypothetical changes in each stock’s price. Stock price fluctuations of plus or minus 25%, 50%, and 75% were selected based on the probability of their occurrence and are representative of the historical movements in the Nasdaq Composite Index.
55Our evaluation of equity investments in private and public companies is based on the fundamentals of the business, including among other factors, the nature of their technologies, and potential for financial return to us.
61
Item 4. ~~Item 4.~~ Controls and Procedures
a. Evaluation of disclosure controls and procedures. Based on their evaluation as of a date within 90 days of the filing date of this Report, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

b. Changes in internal controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
~~PART II. OTHER INFORMATION~~
~~Item 1. Legal Proceedings~~
~~The Company is~~We are subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, ~~management does~~we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on ~~the Company’s~~our consolidated financial position, results of operations, or cash flows.
Beginning on April 20, 2001, a number of purported shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against ~~Cisco~~us and certain of ~~its~~our officers and directors. The lawsuits have been consolidated, and the consolidated action is purportedly brought on behalf of those who purchased ~~the Company’s~~our publicly traded securities between August 10, 1999 and February 6, 2001. Plaintiffs allege that defendants have made false and misleading statements, purport to assert claims for violations of the federal securities laws, and seek unspecified compensatory damages and other relief. ~~Cisco believes~~We believe the claims are without merit and ~~intends~~intend to defend the actions vigorously.
In addition, beginning on April 23, 2001, a number of purported shareholder derivative lawsuits were filed in the Superior Court of California, County of Santa Clara and in the Superior Court of California, County of San Mateo. There is a procedure in place for the coordination of such actions. Two purported derivative suits have also been filed in the United States District Court for the Northern District of California, and those federal court actions have been consolidated. The complaints in the various derivative actions include claims for breach of fiduciary duty, waste of corporate assets, mismanagement, unjust enrichment, and violations of the California Corporations Code; seek compensatory and other damages, disgorgement, and other relief; and are based on essentially the same allegations as the class actions.
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\
Item 2. Changes in Securities and Use of Proceeds
~~Item 2. Changes~~On December 20, 2002, we issued an aggregate of 650,411 shares of our common stock in ~~Securities and Use~~connection with the acquisition of ~~Proceeds~~
~~During~~Psionic Software, Inc. On October 1, 2002, we issued an aggregate of 9,094,039 shares of our common stock in connection with the ~~quarter ended October 26,~~acquisition of AYR Networks, Inc. On August 29, 2002, ~~the Company~~we issued an aggregate of 2,716,241 shares ~~and 9,094,039 shares~~ of ~~its~~our common stock in connection with the ~~acquisitions~~acquisition of AuroraNetics, Inc. ~~and AYR~~On July 18, 2002, we issued an aggregate of 3,074,603 shares of our common stock in connection with the acquisition of Allegro Systems, Inc. On June 26, 2002, we issued an aggregate of 5,639,404 shares of our common stock in connection with the acquisition of Navarro Networks, ~~Inc, respectively.~~Inc. On June 24, 2002, we issued an aggregate of 9,768,288 shares of our common stock in connection with the acquisition of Hammerhead Networks, Inc. The offer and sale of the securities were effected without registration in reliance on the exemption afforded by ~~section~~Section 3(a)(10) of the Securities Act of 1933, as amended. The issuances were approved, after a hearing upon the fairness of the terms and conditions of the transaction, by the California Department of Corporations under authority to grant such approval as expressly authorized by the laws of the State of California.
Item 4. Submission of Matters to a Vote of Security Holders
We held our Annual Meeting of Shareholders on November 19, 2002. At the meeting, our shareholders voted on the following five proposals and cast their votes as follows:
~~Item 6.~~ Proposal 1: To elect as the following nominees as directors:

Nominee For Withheld

Carol A. Bartz 5,825,057,785 235,071,548
Larry R. Carter 5,984,438,684 75,690,649
John T. Chambers 5,988,006,165 72,123,168
Carleton S. Fiorina 5,978,077,069 82,052,264
Dr. James F. Gibbons 5,826,292,787 233,836,546
Dr. John L. Hennessy 5,892,019,423 168,109,910
James C. Morgan 5,828,480,295 231,649,038
John P. Morgridge 5,987,481,484 72,647,849
Arun Sarin 5,749,619,051 310,510,282
Donald T. Valentine 5,984,564,539 75,564,794
Steven M. West 5,751,413,881 308,715,452
Jerry Yang 5,750,272,941 309,856,392
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as our independent accountants for the fiscal year ending July 26, 2003:

Broker
For Against Abstentions Non-Votes

5,551,815,923 469,121,541 39,075,244 116,625
Proposal 3: A shareholder proposal that our board of directors adopt a policy to cap fees for non-audit services provided by our independent auditor to 25% of aggregate fees paid to our
63
independent auditor:

Broker
For Against Abstentions Non-Votes

424,927,748 3,436,630,803 169,968,608 2,028,602,174
Proposal 4: A shareholder proposal that a vote be given to the shareholders to declare a quarterly dividend:

Broker
For Against Abstentions Non-Votes

278,978,490 3,676,189,213 76,377,966 2,028,583,664
Proposal 5: A shareholder proposal that our board of directors prepare a report every fiscal year describing certain capabilities of our hardware and software sold to government agencies and state-owned communications or information technology entities

Broker
For Against Abstentions Non-Votes

141,495,666 3,681,601,884 208,452,884 2,028,578,899
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits

The following documents are filed as Exhibits to this Report:
99.1 ~~99.1~~   Certification of Principal Executive Officer

99.2 ~~99.2~~   Certification of Principal Financial Officer
(b) Reports on Form 8-K

~~The Company~~We filed ~~five reports~~one report on Form 8-K during the quarter ended ~~October 26, 2002. Information regarding each item reported on is~~January 25, 2003 as follows:

Date Item Reported On

~~October 23,~~December 27, 2002 Item 5. On ~~October 22,~~December 23, 2002, ~~the Company~~we announced that itwe had ~~entered into a definitive agreement to acquire Psionic Software, Inc.~~
~~October 11, 2002~~ ~~On October 10, 2002, the Company~~ completed the acquisition of ~~AYR Networks, Inc.~~
~~September 18, 2002~~ On September 18, 2002, the Company announced that it had submitted to the SEC the Statements under Oath of Principal Executive Officer and Principal Financial Officer in accordance with the SEC’s order dated June 27, 2002.
~~August 20, 2002~~ ~~On August 19, 2002, the Company announced that it had entered into a definitive agreement to acquire Andiamo Systems, Inc.~~
~~August 5, 2002~~ ~~On July 25, 2002, the Company announced that it had entered into a definitive agreement to acquire AYR Networks,~~Psionic Software, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cisco Systems, Inc.

Date: ~~November 20, 2002~~February 19, 2003 By       ~~/s/~~ /s/    Larry R. Carter
Larry R. Carter, Senior Vice President,
Finance and Administration, Chief
Financial Officer and Secretary
5865
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, John T. Chambers, President and Chief Executive Officer of Cisco Systems, Inc., certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of Cisco Systems, Inc. (the “Registrant”);
2.     Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.     Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;
4.     The Registrant’s other certifying ~~officers~~officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the “Evaluation Date”); and
c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.     The Registrant’s other certifying ~~officers~~officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and
59
6.     The Registrant’s other certifying ~~officers~~officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: ~~November~~February 20, ~~2002~~
~~/s/ John T. Chambers~~
~~John T. Chambers~~
~~President and Chief Executive Officer~~
~~(Principal Executive Officer)~~
2003
60
/s/    John T. Chambers
John T. Chambers
President and Chief Executive Officer
(Principal Executive Officer)
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Larry R. Carter, Senior Vice President, Finance and Administration, Chief Financial Officer and Secretary of Cisco Systems, Inc., certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of Cisco Systems, Inc. (the “Registrant”);
2.     Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.     Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;
4.     The Registrant’s other certifying ~~officers~~officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the “Evaluation Date”); and
c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.     The Registrant’s other certifying ~~officers~~officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and
61
6.     The Registrant’s other certifying ~~officers~~officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: ~~November 20, 2002~~February 19, 2003
/s/    Larry R. Carter
Larry R. Carter
Senior Vice President, Finance and Administration,
Chief Financial Officer and Secretary
(Principal Financial Officer)
EXHIBIT INDEX

~~/s/ Larry R. Carter~~
~~Larry R. Carter~~
~~Senior Vice President, Finance and Administration,~~
~~Chief Financial Officer and Secretary~~
~~(Principal Financial Officer)~~
62
~~EXHIBIT INDEX~~

EXHIBIT
NO.

99.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


		Amount

Balance at July 27, 2002		$	242
	Accrual for warranties issued during the period		184
	Payments		(186	)

Balance at January 25, 2003		$	240


		Options Outstanding								Options Exercisable

				Weighted-
				Average		Weighted-						Weighted-
				Remaining		Average						Average
				Contractual		Exercise		Aggregate				Exercise		Aggregate
Range of		Number		Life		Price		Intrinsic		Number		Price		Intrinsic
Exercise Prices		Outstanding		(in Years)		per Share		Value		Exercisable		per Share		Value

$ 0.01 - - 5.60			132		3.19	$	4.42	$	973		128	$	4.54	$	925
5.61 - - 9.78			149		6.07		8.41		502		77		7.24		347
9.79 - 15.92			152		5.51		12.82		11		116		12.48		7
15.93 - 16.24			149		7.94		16.08		—		23		16.05		—
16.25 - 20.61			181		7.73		19.24		—		31		18.44		—
20.62 - - 36.71			149		5.64		27.62		—		113		28.02		—
36.71 - 51.89			142		6.95		49.08		—		57		48.73		—
51.90 - 55.42			146		6.19		54.37		—		80		54.37		—
55.43 - 72.56			69		6.60		63.98		—		35		64.24		—

	Total		1,269		6.25	$	26.08	$	1,486		660	$	24.35	$	1,279


		Three Months Ended

		Amount				Percentage

		October 26,		October 27,		October 26,			October 27,
		2002		2001		2002			2001

Gross margin:
	Product	$	2,776	$	2,156		69.2	%		59.0	%
	Service		582		536		70.0	%		67.7	%

	Total	$	3,358	$	2,692		69.3	%		60.5	%

•		Fluctuations in demand for our products and services, such as has occurred in the last two years, especially with respect to Internet businesses and telecommunications service providers;

•		Changes in sales and implementation cycles for our products and the reduced visibility into our customers’ spending plans and associated revenue;

•		Our ability to maintain appropriate inventory levels and purchase commitments;

•		Price and product competition in the communications and networking industries which can change rapidly due to technological innovation;

•		The overall trend toward industry consolidation both among our competitors and our customers;

•		The introduction and market acceptance of new technologies and products, as well as the adoption of new networking standards;

•		Variations in sales channels, product costs, or mix of products sold;

•		The timing and size of orders from customers;

•		Manufacturing lead times;

•		Fluctuations in our gross margins;

•		Our ability to achieve targeted cost reductions;

•		The ability of our customers, channel partners and suppliers to obtain financing or to fund capital expenditures;

•		The timing and amount of employer payroll tax to be paid on employees’ gains on stock options exercised;

		assumptions, and estimates used in determining the values of certain assets (including the amounts of related valuation allowances), liabilities and other items reflected in our financial statements; and

•		Changes in accounting rules, such as recording expenses for employee stock option grants.

•		Reduced demand for our products as a result of a decrease in capital spending by our customers, particularly service providers;

•		Increased price competition for our products, partially as a consequence of customers disposing of unutilized products;

•		Increased risk of excess and obsolete inventories;

•		Excess facilities and manufacturing capacity; and

•		Higher overhead costs as a percentage of revenues.

•		Changes in customer, geographic or product mix, including mix of configurations within each product group;

•		Increases in material or labor costs;

•		Excess inventory;

•		Obsolescence charges;

•		Changes in shipment volume;

•		Loss of cost savings due to changes in component pricing or charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand;


•		Increased price competition;

•		Changes in distribution channels;

•		Increased warranty costs; and

•		Introduction of new products and costs of entering new markets.

•		As we respond to demand from certain categories of customers to sell directly to them, we could risk alienating channel partners and adversely affecting our distribution model.

•		Because direct sales may compete with the sales made by channel partners, these channel partners may elect to use other suppliers that do not directly sell their own products.

•		Some of our system integrators may demand that we absorb a greater share of the risks that their customers may ask them to bear, affecting our gross margin.

•		Some of our channel partners may have insufficient financial resources and may not be able to withstand changes in business conditions, including the recent economic downturn. Revenues from indirect sales could suffer if our distributor’s financial condition or operations weaken.

•		Service provider customers may demand rigorous acceptance testing or prime contracting. As we develop more “solution” oriented products, enterprise customers may demand similar terms and conditions. Such terms and conditions can lower gross margin and defer revenue recognition.

•		New markets that we participate in may grow quickly and thus, consume significant component capacity;

•		As we continue to acquire companies and new technologies, we are dependent, at least initially, on unfamiliar supply chains or relatively small supply partners; and

•		We face competition for certain components, which are supply constrained, from existing competitors and companies in other markets.

	•		The ability to provide a broad range of networking products and services;

	•		Product performance;

	•		Price;

	•		The ability to provide new products;

	•		The ability to provide value-added features such as security, reliability, and investment protection;

	•		Conformance to standards;

•		Difficulties in integrating the operations, technologies, products and personnel of the acquired companies;

•		Diversion of management’s attention from normal daily operations of the business;

•		Potential difficulties in completing projects associated with in-process research and development;

•		Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

•		Initial dependence on unfamiliar supply chains or relatively small supply partners;

•		Insufficient revenues to offset increased expenses associated with acquisitions; and

•		The potential loss of key employees of the acquired companies.

•		Issue common stock that would dilute our current shareholders’ percentage ownership;

•		Assume liabilities;

•		Record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;

•		Incur amortization expenses related to certain intangible assets;

•		Incur large and immediate write-offs; or

•		Become subject to litigation.


	Valuation of Securities								Valuation of Securities
	Given X% Decrease						Fair Value		Given X% Increase
	in Each Stock's Price						as of		in Each Stock's Price
							October 26,
	(75%)		(50%)		(25%)		2002		25%		50%		75%

Corporate equities	$	115	$	229	$	344	$	458	$	573	$	687	$	802

	a.		Evaluation of disclosure controls and procedures. Based on their evaluation as of a date within 90 days of the filing date of this Report, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

	b.		Changes in internal controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Nominee	For		Withheld

Carol A. Bartz		5,825,057,785		235,071,548
Larry R. Carter		5,984,438,684		75,690,649
John T. Chambers		5,988,006,165		72,123,168
Carleton S. Fiorina		5,978,077,069		82,052,264
Dr. James F. Gibbons		5,826,292,787		233,836,546
Dr. John L. Hennessy		5,892,019,423		168,109,910
James C. Morgan		5,828,480,295		231,649,038
John P. Morgridge		5,987,481,484		72,647,849
Arun Sarin		5,749,619,051		310,510,282
Donald T. Valentine		5,984,564,539		75,564,794
Steven M. West		5,751,413,881		308,715,452
Jerry Yang		5,750,272,941		309,856,392


					Broker
For	Against		Abstentions		Non-Votes

5,551,815,923		469,121,541		39,075,244		116,625

(a)		Exhibits

		The following documents are filed as Exhibits to this Report:

99.1	~~99.1~~	Certification of Principal Executive Officer

99.2	~~99.2~~	Certification of Principal Financial Officer

(b)		Reports on Form 8-K

		~~The Company~~We filed ~~five reports~~one report on Form 8-K during the quarter ended ~~October 26, 2002. Information regarding each item reported on is~~January 25, 2003 as follows:


Date		Item Reported On

~~October 23,~~December 27, 2002		Item 5. On ~~October 22,~~December 23, 2002, ~~the Company~~we announced that itwe had ~~entered into a definitive agreement to acquire Psionic Software, Inc.~~

~~October 11, 2002~~		~~On October 10, 2002, the Company~~ completed the acquisition of ~~AYR Networks, Inc.~~

~~September 18, 2002~~		On September 18, 2002, the Company announced that it had submitted to the SEC the Statements under Oath of Principal Executive Officer and Principal Financial Officer in accordance with the SEC’s order dated June 27, 2002.

~~August 20, 2002~~		~~On August 19, 2002, the Company announced that it had entered into a definitive agreement to acquire Andiamo Systems, Inc.~~

~~August 5, 2002~~		~~On July 25, 2002, the Company announced that it had entered into a definitive agreement to acquire AYR Networks,~~Psionic Software, Inc.


	Cisco Systems, Inc.

Date: ~~November 20, 2002~~February 19, 2003	By ~~/s/~~	/s/ Larry R. Carter

	Larry R. Carter, Senior Vice President, Finance and Administration, Chief Financial Officer and Secretary


~~/s/ John T. Chambers~~ ~~John T. Chambers~~ ~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~


~~/s/ Larry R. Carter~~ ~~Larry R. Carter~~ ~~Senior Vice President, Finance and Administration,~~ ~~Chief Financial Officer and Secretary~~ ~~(Principal Financial Officer)~~

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002