Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)
x 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended October 27, 2007
OR
 
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from              to             
Commission file number 0-18225

CISCO SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

 
			
California	 	77-0059951	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
170 West Tasman Drive
San Jose, California 95134
(Address of principal executive office and zip code)
(408) 526-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES   x     NO   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer   x     Accelerated filer   ¨     Non-Accelerated filer   ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ¨     NO   x
As of November, 9, 2007, 6,066,967,118 shares of the registrant’s common stock were outstanding.

 

Table of Contents
 Cisco Systems, Inc.
FORM 10-Q for the Quarter Ended October 27, 2007
INDEX

 	 	 	 	 	  	Page	
Part I.	 		 	Financial Information	  		
	 	Item 1.	 	Financial Statements (Unaudited)	  		
	 		 	Consolidated Statements of Operations for the three months ended October 27, 2007 and October 28, 2006	  	3	
	 		 	Consolidated Balance Sheets at October 27, 2007 and July 28, 2007	  	4	
	 		 	Consolidated Statements of Cash Flows for the three months ended October 27, 2007 and October 28, 2006	  	5	
	 		 	Consolidated Statements of Shareholders’ Equity for the three months ended October 27, 2007 and October 28, 2006	  	6	
	 		 	Notes to Consolidated Financial Statements	  	7	
	 	Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	26	
	 	Item 3.	 	Quantitative and Qualitative Disclosures About Market Risk	  	44	
	 	Item 4.	 	Controls and Procedures	  	46	
Part II.	 		 	Other Information	  		
	 	Item 1.	 	Legal Proceedings	  	47	
	 	Item 1A.	 	Risk Factors	  	48	
	 	Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	  	61	
	 	Item 3.	 	Defaults Upon Senior Securities	  	61	
	 	Item 4.	 	Submission of Matters to a Vote of Security Holders	  	61	
	 	Item 5.	 	Other Information	  	61	
	 	Item 6.	 	Exhibits	  	61	
	 		 	Signature	  	62	
 
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Table of Contents
 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 27,
2007	  	October 28,
2006	
NET SALES:	  			  			
Product	  	$	8,015	  	$	6,940	
Service	  	 	1,539	  	 	1,244	
	  	 	 	  	 	 	
Total net sales	  	 	9,554	  	 	8,184	

COST OF SALES:	  			  			
Product	  	 	2,823	  	 	2,499	
Service	  	 	558	  	 	452	
	  	 	 	  	 	 	
Total cost of sales	  	 	3,381	  	 	2,951	
	  	 	 	  	 	 	
GROSS MARGIN	  	 	6,173	  	 	5,233	
			
OPERATING EXPENSES:	  			  			
Research and development	  	 	1,192	  	 	1,083	
Sales and marketing	  	 	2,003	  	 	1,686	
General and administrative	  	 	490	  	 	364	
Amortization of purchased intangible assets	  	 	117	  	 	105	
In-process research and development	  	 	3	  	 	4	
	  	 	 	  	 	 	
Total operating expenses	  	 	3,805	  	 	3,242	

OPERATING INCOME	  	 	2,368	  	 	1,991	
Interest income, net	  	 	223	  	 	157	
Other income, net	  	 	31	  	 	28	
	  	 	 	  	 	 	
Interest and other income, net	  	 	254	  	 	185	
	  	 	 	  	 	 	
INCOME BEFORE PROVISION FOR INCOME TAXES	  	 	2,622	  	 	2,176	
Provision for income taxes	  	 	417	  	 	568	
	  	 	 	  	 	 	
NET INCOME	  	$	2,205	  	$	1,608	

Net income per share — basic	  	$	0.36	  	$	0.27	
	  	 	 	  	 	 	
Net income per share — diluted	  	$	0.35	  	$	0.26	

Shares used in per-share calculation — basic	  	 	6,087	  	 	6,061	
	  	 	 	  	 	 	
Shares used in per-share calculation — diluted	  	 	6,330	  	 	6,199	
	  	 	 	  	 	 	
See Notes to Consolidated Financial Statements.
 
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 CISCO SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
(Unaudited)

 	  	October 27,
2007	  	July 28,
2007	
ASSETS	  			  			
Current assets:	  			  			
Cash and cash equivalents	  	$	4,413	  	$	3,728	
Investments	  	 	20,266	  	 	18,538	
Accounts receivable, net of allowance for doubtful accounts of $179 at October 27, 2007 and $166 at July 28, 2007	  	 	3,418	  	 	3,989	
Inventories	  	 	1,315	  	 	1,322	
Deferred tax assets	  	 	1,916	  	 	1,953	
Prepaid expenses and other current assets	  	 	2,127	  	 	2,044	

Total current assets	  	 	33,455	  	 	31,574	
			
Property and equipment, net	  	 	3,956	  	 	3,893	
Goodwill	  	 	12,158	  	 	12,121	
Purchased intangible assets, net	  	 	2,379	  	 	2,540	
Other assets	  	 	3,754	  	 	3,212	

TOTAL ASSETS	  	$	55,702	  	$	53,340	

LIABILITIES AND SHAREHOLDERS’ EQUITY	  			  			
Current liabilities:	  			  			
Accounts payable	  	$	820	  	$	786	
Income taxes payable	  	 	439	  	 	1,740	
Accrued compensation	  	 	1,920	  	 	2,019	
Deferred revenue	  	 	5,381	  	 	5,391	
Other current liabilities	  	 	3,660	  	 	3,422	

Total current liabilities	  	 	12,220	  	 	13,358	
			
Long-term debt	  	 	6,582	  	 	6,408	
Income taxes payable	  	 	682	  	 	—  	
Deferred revenue	  	 	1,726	  	 	1,646	
Other long-term liabilities	  	 	489	  	 	438	

Total liabilities	  	 	21,699	  	 	21,850	

Minority interest	  	 	131	  	 	10	
Shareholders’ equity:	  			  			
Preferred stock, no par value: 5 shares authorized; none issued and outstanding	  	 	—  	  	 	—  	
Common stock and additional paid-in capital, $0.001 par value: 20,000 shares authorized; 6,082 and 6,100 shares issued and outstanding at October 27, 2007 and July 28, 2007, respectively	  	 	32,510	  	 	30,687	
Retained earnings	  	 	121	  	 	231	
Accumulated other comprehensive income	  	 	1,241	  	 	562	

Total shareholders’ equity	  	 	33,872	  	 	31,480	

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	  	$	55,702	  	$	53,340	
	  	 	 	  	 	 	
See Notes to Consolidated Financial Statements.
 
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 CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Cash flows from operating activities:	  				 				
Net income	  	$	2,205	 	 	$	1,608	 	
Adjustments to reconcile net income to net cash provided by operating activities:	  				 				
Depreciation and amortization	  	 	421	 	 	 	348	 	
Employee share-based compensation expense	  	 	226	 	 	 	225	 	
Share-based compensation expense related to acquisitions and investments	  	 	24	 	 	 	10	 	
Provision for doubtful accounts	  	 	18	 	 	 	6	 	
Deferred income taxes	  	 	(491	)	 	 	60	 	
Excess tax benefits from share-based compensation	  	 	(252	)	 	 	(151	)	
In-process research and development	  	 	3	 	 	 	4	 	
Net gains and impairment charges on investments	  	 	(54	)	 	 	(48	)	
Change in operating assets and liabilities, net of effects of acquisitions:	  				 				
Accounts receivable	  	 	554	 	 	 	206	 	
Inventories	  	 	7	 	 	 	(106	)	
Prepaid expenses and other current assets	  	 	81	 	 	 	(16	)	
Lease receivables, net	  	 	(127	)	 	 	(22	)	
Accounts payable	  	 	32	 	 	 	(11	)	
Income taxes payable and receivable	  	 	394	 	 	 	48	 	
Accrued compensation	  	 	(99	)	 	 	(29	)	
Deferred revenue	  	 	70	 	 	 	116	 	
Other liabilities	  	 	77	 	 	 	23	 	
	  	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	3,089	 	 	 	2,271	 	

Cash flows from investing activities:	  				 				
Purchases of investments	  	 	(4,360	)	 	 	(4,771	)	
Proceeds from sales and maturities of investments	  	 	3,526	 	 	 	4,268	 	
Acquisition of property and equipment	  	 	(296	)	 	 	(214	)	
Acquisition of businesses, net of cash and cash equivalents acquired	  	 	(45	)	 	 	(121	)	
Change in investments in privately held companies	  	 	(20	)	 	 	(48	)	
Other	  	 	(65	)	 	 	(41	)	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(1,260	)	 	 	(927	)	

Cash flows from financing activities:	  				 				
Issuance of common stock	  	 	1,539	 	 	 	1,019	 	
Repurchase of common stock	  	 	(2,993	)	 	 	(1,500	)	
Excess tax benefits from share-based compensation	  	 	252	 	 	 	151	 	
Other	  	 	58	 	 	 	2	 	
	  	 	 	 	 	 	 	 	
Net cash used in financing activities	  	 	(1,144	)	 	 	(328	)	

Net increase in cash and cash equivalents	  	 	685	 	 	 	1,016	 	
Cash and cash equivalents, beginning of period	  	 	3,728	 	 	 	3,297	 	

Cash and cash equivalents, end of period	  	$	4,413	 	 	$	4,313	 	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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 CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
(Unaudited)

Three Months Ended October 28, 2006	  	Shares
of
Common
Stock	 	 	Common Stock
and Additional
Paid-In
Capital	 	 	Retained
Earnings
(Accumulated
Deficit)	 	 	Accumulated
Other
Comprehensive
Income	  	Total
Shareholders’
Equity	 	
BALANCE AT JULY 29, 2006	  	6,059	 	 	$	24,257	 	 	$	(617	)	 	$	272	  	$	23,912	 	
Net income	  	—  	 	 	 	—  	 	 	 	1,608	 	 	 	—  	  	 	1,608	 	
Change in unrealized gains and losses on investments, net of tax	  	—  	 	 	 	—  	 	 	 	—  	 	 	 	71	  	 	71	 	
	  			 				 				 			  	 	 	 	
Comprehensive income	  			 				 				 			  	 	1,679	 	
	  			 				 				 			  	 	 	 	
Issuance of common stock	  	69	 	 	 	1,019	 	 	 	—  	 	 	 	—  	  	 	1,019	 	
Repurchase of common stock	  	(66	)	 	 	(276	)	 	 	(1,224	)	 	 	—  	  	 	(1,500	)	
Tax benefits from employee stock incentive plans	  	—  	 	 	 	182	 	 	 	—  	 	 	 	—  	  	 	182	 	
Purchase acquisitions	  	—  	 	 	 	2	 	 	 	—  	 	 	 	—  	  	 	2	 	
Employee share-based compensation expense	  	—  	 	 	 	225	 	 	 	—  	 	 	 	—  	  	 	225	 	
Share-based compensation expense related to acquisitions and investments	  	—  	 	 	 	10	 	 	 	—  	 	 	 	—  	  	 	10	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
BALANCE AT OCTOBER 28, 2006	  	6,062	 	 	$	25,419	 	 	$	(233	)	 	$	343	  	$	25,529	 	

Three Months Ended October 27, 2007	  	Shares
of
Common
Stock	 	 	Common Stock
and Additional
Paid-In
Capital	 	 	Retained
Earnings
(Accumulated
Deficit)	 	 	Accumulated
Other
Comprehensive
Income	  	Total
Shareholders’
Equity	 	
BALANCE AT JULY 28, 2007	  	6,100	 	 	$	30,687	 	 	$	231	 	 	$	562	  	$	31,480	 	
Cumulative effect of adopting FIN 48	  	—  	 	 	 	249	 	 	 	202	 	 	 	—  	  	 	451	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
BALANCE AT JULY 29, 2007	  	6,100	 	 	 	30,936	 	 	 	433	 	 	 	562	  	 	31,931	 	
Net income	  	—  	 	 	 	—  	 	 	 	2,205	 	 	 	—  	  	 	2,205	 	
Change in unrealized gains and losses on investments, net of tax	  	—  	 	 	 	—  	 	 	 	—  	 	 	 	599	  	 	599	 	
Other	  	—  	 	 	 	—  	 	 	 	—  	 	 	 	80	  	 	80	 	
	  			 				 				 			  	 	 	 	
Comprehensive income	  			 				 				 			  	 	2,884	 	
	  			 				 				 			  	 	 	 	
Issuance of common stock	  	78	 	 	 	1,539	 	 	 	—  	 	 	 	—  	  	 	1,539	 	
Repurchase of common stock	  	(96	)	 	 	(496	)	 	 	(2,517	)	 	 	—  	  	 	(3,013	)	
Tax benefits from employee stock incentive plans	  	—  	 	 	 	279	 	 	 	—  	 	 	 	—  	  	 	279	 	
Purchase acquisitions	  	—  	 	 	 	2	 	 	 	—  	 	 	 	—  	  	 	2	 	
Employee share-based compensation expense	  	—  	 	 	 	226	 	 	 	—  	 	 	 	—  	  	 	226	 	
Share-based compensation expense related to acquisitions and investments	  	—  	 	 	 	24	 	 	 	—  	 	 	 	—  	  	 	24	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
BALANCE AT OCTOBER 27, 2007	  	6,082	 	 	$	32,510	 	 	$	121	 	 	$	1,241	  	$	33,872	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Supplemental Information
In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of October 27, 2007, the Company’s Board of Directors had authorized an aggregate repurchase of up to $52 billion of common stock under this program. In addition, on November 15, 2007, the Company’s Board of Directors authorized the repurchase of up to an additional $10 billion of the Company’s common stock with no termination date. For additional information regarding stock repurchases, see Note 9 to the Consolidated Financial Statements. The stock repurchases since the inception of this program are summarized in the table below (in millions):

 	  	Shares
of
Common
Stock	  	Common Stock
and Additional
Paid-In
Capital	  	Retained
Earnings
(Accumulated
Deficit)	  	Accumulated
Other
Comprehensive
Income	  	Total
Shareholders’
Equity	
Repurchases of common stock	  	2,324	  	$	8,073	  	$	38,156	  	$	—  	  	$	46,229	
See Notes to Consolidated Financial Statements.
 
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 CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.	Basis of Presentation	
The fiscal year for Cisco Systems, Inc. (the “Company” or “Cisco”) is the 52 or 53 weeks ending on the last Saturday in July. Fiscal 2008 and 2007 are 52-week fiscal years. The Consolidated Financial Statements include the accounts of Cisco and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.
The Company conducts business globally and is primarily managed on a geographic basis in the following theaters: United States and Canada; European Markets; Emerging Markets; Asia Pacific; and Japan. The Emerging Markets theater consists of Eastern Europe, Latin America, the Middle East and Africa, and Russia and the Commonwealth of Independent States (CIS).
The accompanying financial data as of October 27, 2007 and for the three months ended October 27, 2007 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The July 28, 2007 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 28, 2007.
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 27, 2007, results of operations, cash flows, and shareholders’ equity for the three months ended October 27, 2007 and October 28, 2006, as applicable, have been made. The results of operations for the three months ended October 27, 2007 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Certain reclassifications have been made to prior period amounts in order to conform to the current period’s presentation.
 
2.	Summary of Significant Accounting Policies	
Computation of Net Income per Share
Basic net income 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. Dilutive potential common shares primarily consist of employee stock options, restricted stock and restricted stock units.
Statement of Financial Accounting Standards No. 128, “Earnings per Share,” requires that employee equity share options, unvested shares, and similar equity instruments granted by the Company be treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect 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 amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.
 
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Income Taxes
In July 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax positions; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim-period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and as a result, was effective for the Company on July 29, 2007. See Note 11 for additional information, including the effects of adoption on the Company’s Consolidated Financial Statements.
Recent Accounting Pronouncements
SFAS 157
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the impact that SFAS 157 may have on its results of operations and financial position.
SFAS 159
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 is expected to expand the use of fair value accounting but does not affect existing standards which require certain assets or liabilities to be carried at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Under SFAS 159, a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the impact that SFAS 159 may have on its results of operations and financial position.
 
3.	Business Combinations	
Purchase Acquisitions
The total purchase consideration for acquisitions completed during the three months ended October 27, 2007 was $48 million. Under the terms of the definitive agreements, the purchase consideration related to the acquisitions completed during the three months ended October 27, 2007 consisted of cash and fully vested stock options assumed. The Consolidated Financial Statements include the operating results of each business from the date of acquisition. Pro forma results of operations for the acquisitions completed during the three months ended October 27, 2007 have not been presented because the effects of the acquisitions,  individually or in the aggregate, were not material to the Company’s financial results.
Purchased Intangible Assets and In-Process Research and Development
The following table presents the amortization of purchased intangible assets and in-process research and development (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Amortization of purchased intangible assets	  			  			
Cost of sales	  	$	61	  	$	36	
Operating expenses	  	 	117	  	 	105	
	  	 	 	  	 	 	
Total	  	$	178	  	$	141	
	  	 	 	  	 	 	
In-process research and development	  	$	3	  	$	4	
The Company’s methodology for allocating the purchase price for purchase acquisitions to in-process research and development (“in-process R&D”) is determined through established valuation techniques. In-process R&D is expensed upon acquisition because technological feasibility has not been established and no future alternative uses exist.
In connection with acquisitions completed during the three months ended October 27, 2007, the Company acquired intangible assets related to technology with an assigned value of $11 million and a weighted-average useful life of 4.1 years.
 
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The following tables present details of the Company’s purchased intangible assets (in millions):

October 27, 2007	  	Gross	  	Accumulated
Amortization	 	 	Net	
Technology	  	$	1,557	  	$	(597	)	 	$	960	
Customer relationships	  	 	1,813	  	 	(489	)	 	 	1,324	
Other	  	 	239	  	 	(144	)	 	 	95	
	  	 	 	  	 	 	 	 	 	 	
Total	  	$	3,609	  	$	(1,230	)	 	$	2,379	

											
July 28, 2007	  	Gross	  	Accumulated
Amortization	 	 	Net	
Technology	  	$	1,546	  	$	(505	)	 	$	1,041	
Customer relationships	  	 	1,812	  	 	(421	)	 	 	1,391	
Other	  	 	238	  	 	(130	)	 	 	108	
	  	 	 	  	 	 	 	 	 	 	
Total	  	$	3,596	  	$	(1,056	)	 	$	2,540	
	  	 	 	  	 	 	 	 	 	 	
The estimated future amortization expense of purchased intangible assets as of October 27, 2007 is as follows (in millions):

Fiscal Year	  	Amount	
2008 (remaining nine months)	  	$	495	
2009	  	 	589	
2010	  	 	476	
2011	  	 	385	
2012	  	 	249	
Thereafter	  	 	185	
	  	 	 	
Total	  	$	2,379	
	  	 	 	
Goodwill
The following table presents the changes in goodwill allocated to the Company’s reportable segments during the three months ended October 27, 2007 (in millions):

 	  	Balance at
July 28,
2007	  	Acquisitions	  	Other	  	Balance at
October 27,
2007	
United States and Canada	  	$	9,017	  	$	15	  	$	1	  	$	9,033	
European Markets	  	 	1,525	  	 	7	  	 	9	  	 	1,541	
Emerging Markets	  	 	361	  	 	2	  	 	—  	  	 	363	
Asia Pacific	  	 	420	  	 	2	  	 	—  	  	 	422	
Japan	  	 	798	  	 	1	  	 	—  	  	 	799	
	  	 	 	  	 	 	  	 	 	  	 	 	
Total	  	$	12,121	  	$	27	  	$	10	  	$	12,158	

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Compensation Expense Related to Acquisitions and Investments
The following table presents the compensation expense related to acquisitions and investments (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Share-based compensation expense	  	$	24	  	$	10	
Cash compensation expense	  	 	15	  	 	11	
	  	 	 	  	 	 	
Total	  	$	39	  	$	21	
	  	 	 	  	 	 	
Share-Based Compensation Expense
As of October 27, 2007, the remaining balance of share-based compensation related to acquisitions and investments to be recognized over the vesting periods was approximately $288 million.
Cash Compensation Expense
In connection with the Company’s purchase acquisitions, asset purchases, and acquisitions of variable interest entities, the Company has agreed to pay certain additional amounts in cash contingent upon achieving certain agreed-upon technology, development, product, or other milestones; or continued employment of certain employees with the Company. In each case, any additional amounts paid will be recorded as compensation expense. As of October 27, 2007, the Company had remaining potential payments of up to $203 million pursuant to these agreements.
 
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4.	Balance Sheet Details	
The following tables provide details of selected balance sheet items (in millions):

 	  	October 27,
2007	 	 	July 28,
2007	 	
Inventories:	  				 				
Raw materials	  	$	130	 	 	$	173	 	
Work in process	  	 	45	 	 	 	45	 	
Finished goods:	  				 				
Distributor inventory and deferred cost of sales	  	 	556	 	 	 	544	 	
Manufactured finished goods	  	 	338	 	 	 	314	 	

Total finished goods	  	 	894	 	 	 	858	 	

Service-related spares	  	 	211	 	 	 	211	 	
Demonstration systems	  	 	35	 	 	 	35	 	

Total	  	$	1,315	 	 	$	1,322	 	

Property and equipment, net:	  				 				
Land, buildings, and leasehold improvements	  	$	4,095	 	 	$	4,022	 	
Computer equipment and related software	  	 	1,684	 	 	 	1,605	 	
Production, engineering, and other equipment	  	 	4,428	 	 	 	4,264	 	
Operating lease assets	  	 	176	 	 	 	181	 	
Furniture and fixtures	  	 	407	 	 	 	394	 	
	  	 	 	 	 	 	 	 	
	  	 	10,790	 	 	 	10,466	 	
			
Less accumulated depreciation and amortization	  	 	(6,834	)	 	 	(6,573	)	

Total	  	$	3,956	 	 	$	3,893	 	

Other assets:	  				 				
Deferred tax assets	  	$	1,612	 	 	$	1,060	 	
Investments in privately held companies	  	 	660	 	 	 	643	 	
Income tax receivable	  	 	—  	 	 	 	277	 	
Lease receivables, net	  	 	628	 	 	 	539	 	
Other	  	 	854	 	 	 	693	 	

Total	  	$	3,754	 	 	$	3,212	 	

Deferred revenue:	  				 				
Service	  	$	4,651	 	 	$	4,840	 	
Product:	  				 				
Unrecognized revenue on product shipments and other deferred revenue	  	 	1,930	 	 	 	1,769	 	
Cash receipts related to unrecognized revenue from two-tier distributors	  	 	526	 	 	 	428	 	

Total product deferred revenue	  	 	2,456	 	 	 	2,197	 	

Total	  	$	7,107	 	 	$	7,037	 	

Reported as:	  				 				
Current	  	$	5,381	 	 	$	5,391	 	
Noncurrent	  	 	1,726	 	 	 	1,646	 	

Total	  	$	7,107	 	 	$	7,037	 	

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5.	Lease Receivables, Net	
Lease receivables represent sales-type and direct-financing leases resulting from the sale of the Company’s and complementary third-party products and services. These lease arrangements typically have terms from two to three years and are generally collateralized by a security interest in the underlying assets. The current portion of lease receivables, net, is recorded in prepaid expenses and other current assets, and the noncurrent portion is recorded in other assets. The net lease receivables are summarized as follows (in millions):

 	  	October 27,
2007	 	 	July 28,
2007	 	
Gross lease receivables	  	$	1,286	 	 	$	1,140	 	
Unearned income and other allowances	  	 	(231	)	 	 	(212	)	
	  	 	 	 	 	 	 	 	
Total	  	$	1,055	 	 	$	928	 	

Reported as:	  				 				
Current	  	$	427	 	 	$	389	 	
Noncurrent	  	 	628	 	 	 	539	 	
	  	 	 	 	 	 	 	 	
Total	  	$	1,055	 	 	$	928	 	
	  	 	 	 	 	 	 	 	
Contractual maturities of the gross lease receivables at October 27, 2007 were $408 million in the remaining nine months of fiscal 2008, $439 million in fiscal 2009, $256 million in fiscal 2010, $130 million in fiscal 2011, and $53 million in fiscal 2012 and thereafter. Actual cash collections may differ from the contractual maturities due to early customer buyouts, refinancings, or defaults.
 
6.	Investments	
The following tables summarize the Company’s investments (in millions):

October 27, 2007	  	Amortized
Cost	  	Gross
Unrealized
Gains	  	Gross
Unrealized
Losses	 	 	Fair
Value	
Fixed income securities:	  			  			  				 			
U.S. government notes and bonds	  	$	7,676	  	$	96	  	$	(1	)	 	$	7,771	
Corporate notes, bonds, and asset-backed securities	  	 	8,554	  	 	28	  	 	(51	)	 	 	8,531	
Municipal notes and bonds	  	 	1,745	  	 	3	  	 	—  	 	 	 	1,748	

Total fixed income securities	  	 	17,975	  	 	127	  	 	(52	)	 	 	18,050	
Publicly traded equity securities	  	 	1,006	  	 	1,227	  	 	(17	)	 	 	2,216	
	  	 	 	  	 	 	  	 	 	 	 	 	 	
Total	  	$	18,981	  	$	1,354	  	$	(69	)	 	$	20,266	

July 28, 2007	  	Amortized
Cost	  	Gross
Unrealized
Gains	  	Gross
Unrealized
Losses	 	 	Fair
Value	
Fixed income securities:	  			  			  				 			
U.S. government notes and bonds	  	$	6,919	  	$	29	  	$	(8	)	 	$	6,940	
Corporate notes, bonds, and asset-backed securities	  	 	8,765	  	 	7	  	 	(57	)	 	 	8,715	
Municipal notes and bonds	  	 	1,643	  	 	—  	  	 	(1	)	 	 	1,642	

Total fixed income securities	  	 	17,327	  	 	36	  	 	(66	)	 	 	17,297	
Publicly traded equity securities	  	 	901	  	 	354	  	 	(14	)	 	 	1,241	
	  	 	 	  	 	 	  	 	 	 	 	 	 	
Total	  	$	18,228	  	$	390	  	$	(80	)	 	$	18,538	

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The following table summarizes the maturities of the Company’s fixed income securities at October 27, 2007 (in millions):

 	  	Amortized
Cost	  	Fair
Value	
Less than 1 year	  	$	5,178	  	$	5,180	
Due in 1 to 2 years	  	 	3,000	  	 	3,015	
Due in 2 to 5 years	  	 	7,422	  	 	7,492	
Due after 5 years	  	 	2,375	  	 	2,363	
	  	 	 	  	 	 	
Total	  	$	17,975	  	$	18,050	
	  	 	 	  	 	 	
Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations.
 
7.	Borrowings	
Long-Term Debt
In February 2006, the Company issued $500 million of senior floating interest rate notes due 2009 (the “2009 Notes”), $3.0 billion of 5.25% senior notes due 2011 (the “2011 Notes”), and $3.0 billion of 5.50% senior notes due 2016 (the “2016 Notes”), for an aggregate principal amount of $6.5 billion. The following table summarizes the Company’s long-term debt (in millions, except percentages):

 	  	October 27, 2007	 	 	July 28, 2007	 	
 	  	Amount	 	 	Effective
Rate (1)	 	 	Amount	 	 	Effective
Rate (1)	 	
Senior notes:	  				 			 				 			
Floating-rate notes, due 2009	  	$	500	 	 	5.58	%	 	$	500	 	 	5.44	%	
5.25% fixed-rate notes, due 2011	  	 	3,000	 	 	5.70	%	 	 	3,000	 	 	5.56	%	
5.50% fixed-rate notes, due 2016	  	 	3,000	 	 	5.93	%	 	 	3,000	 	 	5.79	%	

Total senior notes	  	 	6,500	 	 			 	 	6,500	 	 			
					
Other notes	  	 	5	 	 			 	 	5	 	 			
Unamortized discount	  	 	(16	)	 			 	 	(16	)	 			
Fair value adjustment	  	 	93	 	 			 	 	(81	)	 			

Total	  	$	6,582	 	 			 	$	6,408	 	 			

(1) 	The effective rates for the 2011 Notes and the 2016 Notes reflect the variable rate in effect as of the period end on the interest rate swaps designated as fair value hedges of those notes, including the amortization of the discount.	
The 2011 Notes and the 2016 Notes are redeemable by the Company at any time, subject to a make-whole premium. To achieve its interest rate objectives, the Company entered into $6.0 billion notional amount of interest rate swaps. In effect, these swaps convert the fixed interest rates of the 2011 Notes and the 2016 Notes to floating interest rates based on the London Interbank Offered Rate (“LIBOR”). Gains and losses in the fair value of the interest rate swaps offset changes in the fair value of the underlying debt. The Company was in compliance with all debt covenants as of October 27, 2007.
Interest is payable quarterly on the 2009 Notes and semi-annually on the 2011 Notes and 2016 Notes. Interest expense, net of hedging, included in interest income, net, as well as cash paid for interest, are summarized as follows (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Interest expense	  	$	96	  	$	94	
Cash paid for interest	  	$	178	  	$	166	
 
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Credit Facility
On August 17, 2007, the Company entered into a credit agreement with certain institutional lenders which provides for a $3.0 billion unsecured revolving credit facility that is scheduled to expire on August 17, 2012. Any advances under the credit agreement will accrue interest at rates that are equal to, based on certain conditions, either (i) the higher of the Federal Funds rate plus 0.50% or Bank of America’s “prime rate” as announced from time to time, or (ii) LIBOR plus a margin that is based on the Company’s senior debt credit ratings as published by Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. The credit agreement requires that the Company maintain an interest coverage ratio as defined in the agreement. As of October 27, 2007, the Company was in compliance with the required interest coverage ratio and the Company had not borrowed any funds under the credit facility. The Company may also, upon the agreement of either the then existing lenders or of additional lenders not currently parties to the agreement, increase the commitments under the credit facility up to a total of $5.0 billion, and/or extend the expiration date of the credit facility up to August 15, 2014.
 
8.	Commitments and Contingencies	
Operating Leases
The Company leases office space in several U.S. locations. Outside the United States, larger sites include Australia, Belgium, Canada, China, France, Germany, India, Israel, Italy, Japan, and the United Kingdom. Future annual minimum lease payments under all non-cancelable operating leases with an initial term in excess of one year as of October 27, 2007 are as follows (in millions):

Fiscal Year	  	Amount	
2008 (remaining nine months)	  	$	229	
2009	  	 	216	
2010	  	 	189	
2011	  	 	155	
2012	  	 	596	
Thereafter	  	 	236	
	  	 	 	
Total	  	$	1,621	
	  	 	 	
Purchase Commitments with Contract Manufacturers and Suppliers
The Company purchases components from a variety of suppliers and uses several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by the Company or that establish the parameters defining the Company’s requirements. In certain instances, these agreements allow the Company the option to cancel, reschedule, and adjust the Company’s requirements based on its business needs prior to firm orders being placed. Consequently, only a portion of the Company’s reported purchase commitments arising from these agreements are firm, non-cancelable, and unconditional commitments. As of October 27, 2007, the Company had total purchase commitments for inventory of $2.5 billion, compared with $2.6 billion as of July 28, 2007.
In addition to the above, the Company records a liability for firm, non-cancelable, and unconditional purchase commitments for quantities in excess of its future demand forecasts consistent with the valuation of the Company’s excess and obsolete inventory. As of October 27, 2007, the liability for these purchase commitments was $149 million, compared with $168 million as of July 28, 2007, and was included in other current liabilities.
Nuova Systems, Inc.
In fiscal 2007, the Company made an investment in Nuova Systems, Inc. (“Nuova”), which conducts research and development on data center-related products. This investment included $50 million of funding and a license to certain of the Company’s technology. As a result of this investment, the Company owns approximately 80% of Nuova and has consolidated the results of Nuova in the Company’s Consolidated Financial Statements beginning in the first quarter of fiscal 2007. Upon the occurrence of certain events, the Company has committed additional funding of up to $62 million.
In connection with this investment, the Company and Nuova have entered into a call option agreement that provides the Company with the right to purchase the remaining interests of approximately 20% in Nuova. If the call option is exercised by the Company, the minority interest holders would be eligible to receive three milestone payments based on agreed-upon formulas. The exercise of the call option, if exercised, may occur in the second half of fiscal 2008 or early fiscal 2009. The amounts due under the milestone payments will be recognized by the Company when it is determined that the exercise of the call option is probable, which may be in advance of the exercise of the call option, and will be recorded as compensation expense based on an estimate of the fair value of the amounts that could be earned by the minority interest holders pursuant to a vesting schedule. Subsequent changes to the fair value of the amounts probable of being earned and the continued vesting will result in adjustments to the recorded compensation expense. If the Company exercises the call option, the potential amount that could be recorded as compensation expense would be up to a maximum of $678 million. The potential amounts are expected to be paid during fiscal 2010 through fiscal 2012.
 
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Other Commitments
As of October 27, 2007, the Company was party to an agreement to invest approximately $700 million in venture funds managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”) that is required to be funded on demand. As of October 27, 2007 and July 28, 2007, the Company had invested $616 million in the venture funds pursuant to the commitment.
The Company also has certain other funding commitments related to its privately held investments that are based on the achievement of certain agreed-upon milestones. The remaining funding commitments were approximately $90 million as of October 27, 2007, compared with approximately $56 million as of July 28, 2007.
Variable Interest Entities
In the ordinary course of business, the Company has investments in privately held companies and provides financing to certain customers through its wholly owned subsidiaries, which may be considered to be variable interest entities. The Company has evaluated its investments in these privately held companies and customer financings and determined that there were no significant unconsolidated variable  interest entities as of October 27, 2007.
Guarantees and Product Warranties
The following table summarizes the activity related to the product warranty liability during the three months ended October 27, 2007 and October 28, 2006 (in millions):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Balance at beginning of period	  	$	340	 	 	$	309	 	
Provision for warranties issued	  	 	135	 	 	 	129	 	
Payments	  	 	(126	)	 	 	(115	)	
	  	 	 	 	 	 	 	 	
Balance at end of period	  	$	349	 	 	$	323	 	
	  	 	 	 	 	 	 	 	
The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The products sold are generally covered by a warranty for periods ranging from 90 days to five years, and for some products the Company provides a limited lifetime warranty.
The Company’s guarantees as of October 27, 2007 and July 28, 2007 that were subject to recognition and disclosure requirements were not material. In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows.
Derivative Instruments
The Company uses derivative instruments primarily to manage exposures to foreign currency, interest rate, and equity security price risks. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency, interest rates, and equity security prices. The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risks 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 material losses as a result of defaults by counterparties.
 
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Foreign Currency Derivatives
The Company’s foreign exchange forward and option contracts are summarized as follows (in millions):

 	  	October 27, 2007	 	  	July 28, 2007	 	
 	  	Notional
Amount	    	Fair
Value	 	  	Notional
Amount	    	Fair
Value	 	
Forward contracts:	  			    				  			    				
Purchased	  	$	    1,494	    	$	(1	)	  	$	    1,601	    	$	1	 	
Sold	  	$	508	    	$	(7	)	  	$	613	    	$	(8	)	
Option contracts:	  			    				  			    				
Purchased	  	$	726	    	$	    33	 	  	$	652	    	$	    24	 	
Sold	  	$	260	    	$	(2	)	  	$	310	    	$	(1	)	
The Company conducts business globally in numerous currencies. As such, it is exposed to adverse movements in foreign currency exchange rates. To limit the exposure related to foreign currency changes, the Company enters into foreign currency contracts. The Company does not enter into foreign exchange forward or option contracts for trading purposes.
The Company enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on foreign currency receivables, investments, and payables. The gains and losses on the foreign exchange forward contracts offset the transaction gains and losses on foreign currency receivables, investments, and payables recognized in earnings. Gains and losses on the contracts are included in other income, net, and offset foreign exchange gains and losses from the revaluation of intercompany balances or other current assets, investments, or 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 with maturities of up to two years related to long-term customer financings. The foreign exchange forward contracts related to investments generally have maturities of less than 18 months.
The Company hedges certain foreign currency forecasted transactions related to certain operating expenses with currency options and forward contracts. 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 accumulated other comprehensive income and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion, if any, of the gain or loss is reported in earnings immediately. These currency option and forward contracts generally have maturities of less than 18 months.
Interest Rate Derivatives
The Company’s interest rate derivatives are summarized as follows (in millions):

 	  	October 27, 2007	  	July 28, 2007	 	
 	  	Notional
Amount	  	Fair
Value	  	Notional
Amount	  	Fair
Value	 	
Interest rate swaps- investments	  	$	    1,000	  	$	    11	  	$	    1,000	  	$	    29	 	
Interest rate swaps- long-term debt	  	$	6,000	  	$	93	  	$	6,000	  	$	(81	)	
The Company’s primary objective for holding fixed income securities is to achieve an appropriate investment return consistent with preserving principal and managing risk. To realize these objectives, the Company may utilize interest rate swaps or other derivatives designated as fair value or cash flow hedges.
The Company has entered into $1.0 billion of interest rate swaps designated as fair value hedges of its investment portfolio. Under these interest rate swap contracts, the Company makes fixed-rate interest payments and receives interest payments based on LIBOR. The effect of these swaps is to convert fixed-rate returns to floating-rate returns based on LIBOR for a portion of the Company’s fixed income portfolio. The gains and losses related to changes in the value of the interest rate swaps are included in other income, net, and offset the changes in fair value of the underlying hedged investment. The fair values of the interest rate swaps designated as hedges of the Company’s investments are reflected in prepaid expenses and other current assets.
In conjunction with its issuance of fixed-rate senior notes in February 2006, the Company entered into $6.0 billion of interest rate swaps designated as fair value hedges of the fixed-rate debt. Under these interest rate swap contracts, the Company receives fixed-rate interest payments and makes interest payments based on LIBOR. The effect of these swaps is to convert fixed-rate interest expense to floating-rate interest expense based on LIBOR. The gains and losses related to changes in the value of the interest rate swaps are included in other income, net, and offset the changes in fair value of the underlying debt. The fair values of the interest rate swaps designated as hedges of the Company’s debt are reflected in other assets or other long-term liabilities.
 
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Equity Derivatives
The Company’s equity derivatives are summarized as follows (in millions):

 	  	October 27,
2007	 	 	July 28,
2007	
 	  	Notional
Amount	  	Fair
Value	 	 	Notional
Amount	  	Fair
Value	
Forward sale agreements	  	$	346	  	$	(4	)	 	$	458	  	$	1	
The Company maintains a portfolio of publicly traded equity securities which are subject to price risk. The Company may hold equity securities for strategic purposes or to diversify the Company’s overall investment portfolio. To manage its exposure to changes in the fair value of certain equity securities, the Company may enter into equity derivatives, including forward sale and option agreements. As of October 27, 2007, the Company had entered into forward sale agreements on certain publicly traded equity securities designated as fair value hedges. The gains and losses due to changes in the value of the hedging instruments are included in other income, net, and offset the change in the fair value of the underlying hedged investment. The fair values of the equity derivatives are reflected in prepaid expenses and other current assets and other current liabilities.
Legal Proceedings 
The Company and other defendants were subject to claims asserted by Telcordia Technologies, Inc. on July 16, 2004 in the Federal District Court for the District of Delaware alleging that various Cisco routers, switches and optical products infringed United States Patent Nos. 4,893,306, 4,835,763 and Re 36,633. Telcordia sought damages and injunctive relief. The Court ruled that, as a matter of law, the Company does not infringe Patent No. 4,893,306. After conclusion of a trial, on May 10, 2007, a jury found that infringement had occurred and awarded damages in an amount that is not material to the Company. The Company has asked the Court to reverse the verdict as a matter of law, and if necessary, the Company intends to appeal the decision. Telcordia has asked the Court to enhance damages and award it attorneys’ fees and also has the right to appeal. The Company believes that the ultimate outcome of this matter and aggregate potential damages will not be material.
Brazilian authorities are investigating certain employees of the Company’s Brazilian subsidiary and certain employees of a Brazilian importer of the Company’s products relating to the allegation of evading import taxes and other alleged improper transactions involving the subsidiary and the importer. The Company is conducting a thorough review of the matter. To date, the Brazilian authorities have not asserted a claim against the Company. The Company is unable to determine the likelihood of an unfavorable outcome on any potential claims against it or to reasonably estimate a range of loss, if any.
In addition, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including intellectual property litigation. While the outcome of these matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.
 
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9.	Shareholders’ Equity	
Stock Repurchase Program
In September 2001, the Company’s Board of Directors authorized a stock repurchase program. As of October 27, 2007, the Company’s Board of Directors had authorized an aggregate repurchase of up to $52 billion of common stock under this program and the remaining authorized repurchase amount was $5.8 billion with no termination date. In addition, on November 15, 2007, the Company’s Board of Directors authorized the repurchase of up to an additional $10 billion of the Company’s common stock with no termination date. The stock repurchase activity under the stock repurchase program during the three months ended October 27, 2007 is summarized as follows (in millions, except per-share amounts):

Three Months Ended October 27, 2007	  	Shares
Repurchased	  	Weighted-
Average
Price per Share	  	Amount
Repurchased	
Cumulative balance at July 28, 2007	  	2,228	  	$	19.40	  	$	43,229	
Repurchase of common stock (1)  	  	96	  	 	31.28	  	 	3,000	

Cumulative balance at October 27, 2007	  	2,324	  	$	19.89	  	$	46,229	

(1)	Includes stock repurchases of $120 million which were settled subsequent to October 27, 2007 and excludes $100 million of stock repurchases which were transacted in the prior period but settled during the three months ended October 27, 2007.	
The purchase price for the shares of the Company’s stock repurchased is reflected as a reduction to shareholders’ equity. In accordance with Accounting Principles Board Opinion No. 6, “Status of Accounting Research Bulletins,” the Company is required to allocate the purchase price of the repurchased shares as (i) a reduction to retained earnings until retained earnings are zero and then as an increase to accumulated deficit and (ii) a reduction of common stock and additional paid-in capital. Issuance of common stock and the tax benefit related to employee stock incentive plans are recorded as an increase to common stock and additional paid-in capital.
Other Repurchases of Common Stock
The Company repurchases shares in settlement of employee tax withholding obligations due upon the vesting of the restricted stock and stock units.
Comprehensive Income
The components of comprehensive income are as follows (in millions):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Net income	  	$	2,205	 	 	$	1,608	 	
Other comprehensive income:	  				 				
Change in unrealized gains and losses on investments, net of tax	  	 	720	 	 	 	79	 	
Other (1) 	  	 	80	 	 	 	—  	 	

Comprehensive income before minority interest	  	 	3,005	 	 	 	1,687	 	
Change in minority interest (2) 	  	 	(121	)	 	 	(8	)	

Total	  	$	2,884	 	 	$	1,679	 	

(1) 	Includes primarily changes in currency translation for the three months ended October 27, 2007.	

(2) 	The Company consolidates its investment in a venture fund managed by SOFTBANK as it is the primary beneficiary as defined under FIN 46(R). As a result, SOFTBANK’s interest in the change in the unrealized gains and losses on the investments in the venture fund is recorded as a component of accumulated other comprehensive income, and is reflected as a change in minority interest.	
 
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10.	Employee Benefit Plans	
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan, which includes its sub-plan, the International Employee Stock Purchase Plan (together, the “Purchase Plan”), under which 321.4 million shares of the Company’s stock have been reserved for issuance. Eligible
employees may purchase a limited number of shares of the Company’s stock at a discount of up to 15% of the lesser of the market value on the subscription date or the purchase date, which is approximately six months after the subscription date. The Purchase Plan terminates on January 3, 2010. During the three months ended October 27, 2007 and October 28, 2006, the Company did not issue any shares under the Purchase Plan. As of October 27, 2007, 82 million shares were available for issuance under the Purchase Plan.
Employee Stock Incentive Plans
Stock Incentive Plan Program Description
As of July 28, 2007, the Company had five stock incentive plans: the 2005 Stock Incentive Plan (the “2005 Plan”), the 1996 Stock Incentive Plan (the “1996 Plan”), the 1997 Supplemental Stock Incentive Plan (the “Supplemental Plan”), the Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan (the “SA Acquisition Plan”), and the Cisco Systems, Inc. WebEx Acquisition Long-Term Incentive Plan (the “WebEx Acquisition Plan”). In addition, the Company has, in connection with the acquisitions of various companies, assumed the stock incentive plans of the acquired companies or issued replacement share-based awards. Share-based awards are designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share-based awards are based on competitive practices, operating results of the Company, and government regulations. Since the inception of the stock incentive plans, the Company has granted stock options to virtually all employees, and the majority has been granted to employees below the vice president level. The Company’s primary stock incentive plans are summarized as follows:
2005 Plan
As of October 27, 2007, the maximum number of shares issuable over the term of the 2005 Plan is limited to 350 million shares. The 2005 Plan permits the granting of stock options, stock, stock units, and stock appreciation rights to employees (including employee directors and officers) and consultants of the Company and its subsidiaries and affiliates, and non-employee directors of the Company. Stock options granted under the 2005 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than nine years from the grant date. The stock options will generally become exercisable for 20% of the option shares one year from the date of grant and then ratably over the following 48 months. Stock grants and stock units will generally vest with respect to 20% of the shares covered by the grant on each of the first through fifth anniversaries of the date of the grant. The Compensation and Management Development Committee of the Board of Directors has the discretion to use a different vesting schedule. Stock appreciation rights may be awarded in combination with stock options or stock grants and such awards shall provide that the stock appreciation rights will not be exercisable unless the related stock options or stock grants are forfeited. Stock grants may be awarded in combination with non-statutory stock options, and such awards may provide that the stock grants will be forfeited in the event that the related non-statutory stock options are exercised. The 2005 Plan was amended based on a vote of the shareholders at the 2007 Annual Meeting of Shareholders on November 15, 2007 to (a) allow for the issuance of an additional 209 million shares, (b) to increase the amount of shares issuable under the 2005 Plan by the amount of any shares underlying awards outstanding under the 1996 Plan, the SA Acquisition Plan and the WebEx Acquisition Plan that are forfeited or are terminated for any other reason before being exercised or settled, (c) to decrease the number of shares issuable under the 2005 Plan by a ratio of 2.5 shares for each share awarded as stock grants or stock units and (d) to extend the term of the 2005 Plan by five years until the Company’s 2012 Annual Meeting of Shareholders.
1996 Plan
The 1996 Plan expired on December 31, 2006, and the Company may no longer make equity awards under the 1996 Plan. The maximum number of shares issuable over the term of the 1996 Plan was 2.5 billion shares. Stock options granted under the 1996 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than nine years from the grant date. The stock options generally become exercisable for 20% or 25% of the option shares one year from the date of grant and then ratably over the following 48 or 36 months, respectively. Certain other grants have utilized a 60-month ratable vesting schedule. In addition, the Board of Directors, or other committees administering the plan, have the discretion to use a different vesting schedule and have done so from time to time.
Supplemental Plan
In 1997, the Company adopted the Supplemental Plan, under which stock options can be granted or shares can be directly issued to eligible employees. Officers and members of the Company’s Board of Directors are not eligible to participate in the Supplemental Plan. Nine million shares have been reserved for issuance under the Supplemental Plan. All stock option grants have an exercise price equal to the fair market value of the underlying stock on the grant date. The Company no longer makes stock option grants or direct share issuances under the Supplemental Plan.
 
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Acquisition Plans
In connection with the Company’s acquisitions of Scientific-Atlanta, Inc. (“Scientific-Atlanta”) and WebEx Communications, Inc. (“WebEx”), the Company adopted the SA Acquisition Plan and the WebEx Acquisition Plan, respectively, each effective upon completion of the applicable acquisition. These plans constitute assumptions, amendments, restatements, and renamings of the 2003 Long-Term Incentive Plan of Scientific-Atlanta and the WebEx Communications, Inc. Amended and Restated 2000 Stock Incentive Plan, respectively. The plans permit the grant of stock options, stock, stock units, and stock appreciation rights to certain employees of the Company and its subsidiaries and affiliates who had been employed by Scientific-Atlanta or its subsidiaries or WebEx or its subsidiaries, as applicable. An aggregate of 14.8 million and 15.3 million shares of the Company’s common stock has been reserved for issuance under the SA Acquisition Plan and the WebEx Acquisition Plan, respectively, on a discretionary basis, subject to limitations set forth therein. As a result of the shareholder approval of the amendment and extension of the 2005 Plan, the Company will no longer make stock option grants or direct share issuances under either the SA Acquisition Plan or the WebEx Acquisition Plan.
Dilutive Effect of Stock Options
Weighted-average basic and diluted shares outstanding for the three months ended October 27, 2007 were 6.1 billion shares and 6.3 billion shares, respectively. For the three months ended October 27, 2007, the dilutive effect of in-the-money employee stock options was approximately 240 million shares or 3.9% of the basic shares outstanding based on the Company’s average share price of $31.50.
The following table illustrates grant dilution computed based on net options granted as a percentage of shares of common stock outstanding at period end (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Shares of common stock outstanding	  	6,082	 	 	6,062	 	
	  	 	 	 	 	 	
Granted and assumed	  	131	 	 	151	 	
Canceled/forfeited/expired	  	(15	)	 	(16	)	
	  	 	 	 	 	 	
Net stock options granted	  	116	 	 	135	 	
	  	 	 	 	 	 	
Grant dilution	  	1.9	%	 	2.2	%	
	  	 	 	 	 	 	
General Share-Based Award Information 
A summary of share-based award activity is as follows (in millions, except per-share amounts):

 	  	 	 	 	STOCK OPTIONS OUTSTANDING	
 	  	Share-Based
Awards
Available
for Grant	 	 	Number
Outstanding	 	 	Weighted-
Average
Exercise Price
per Share	
BALANCE AT JULY 29, 2006	  	464	 	 	1,446	 	 	$	25.08	
Granted and assumed	  	(206	)	 	206	 	 	 	23.32	
Exercised	  	—  	 	 	(309	)	 	 	16.00	
Canceled/forfeited/expired	  	19	 	 	(54	)	 	 	34.04	
Restricted stock and other share-based awards	  	(7	)	 	—  	 	 	 	—  	
Additional shares reserved	  	24	 	 	—  	 	 	 	—  	
	  	 	 	 	 	 	 			
BALANCE AT JULY 28, 2007	  	294	 	 	1,289	 	 	$	26.60	
Granted and assumed	  	(131	)	 	131	 	 	 	32.15	
Exercised (1) 	  	—  	 	 	(78	)	 	 	19.67	
Canceled/forfeited/expired	  	4	 	 	(15	)	 	 	32.37	
Restricted stock and other share-based awards (2) 	  	(4	)	 	—  	 	 	 	—  	
	  	 	 	 	 	 	 			
BALANCE AT OCTOBER 27, 2007	  	163	 	 	1,327	 	 	$	27.49	

(1)	The total pretax intrinsic value of stock options exercised during the three months ended October 27, 2007 was $928 million.	

(2) 	Amounts represent restricted stock and other share-based awards granted and assumed. The Company had total shares of restricted stock and restricted stock units outstanding of 14 million and 11 million as of October 27, 2007 and July 28, 2007, respectively.	
 
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The following table summarizes significant ranges of outstanding and exercisable options as of October 27, 2007 (in millions, except years and per-share amounts):

 	  	STOCK OPTIONS OUTSTANDING	  	STOCK OPTIONS EXERCISABLE	
Range of Exercise Prices	  	Number
Outstanding	  	Weighted-
Average
Remaining
Contractual
Life
(in Years)	  	Weighted-
Average
Exercise
Price per
Share	  	Aggregate
Intrinsic
Value	  	Number
Exercisable	  	Weighted-
Average
Exercise
Price per
Share	  	Aggregate
Intrinsic
Value	
$  0.01 –  15.00	  	109	  	4.36	  	$	11.06	  	$	2,267	  	88	  	$	11.11	  	$	1,819	
  15.01 –  18.00	  	212	  	5.65	  	 	17.27	  	 	3,103	  	118	  	 	16.85	  	 	1,773	
  18.01 –  20.00	  	282	  	5.28	  	 	19.22	  	 	3,581	  	179	  	 	19.20	  	 	2,270	
  20.01 –  25.00	  	232	  	6.62	  	 	22.41	  	 	2,201	  	95	  	 	21.88	  	 	951	
  25.01 –  30.00	  	89	  	3.40	  	 	26.78	  	 	457	  	59	  	 	26.91	  	 	294	
  30.01 –  35.00	  	138	  	8.47	  	 	32.15	  	 	6	  	7	  	 	32.20	  	 	2	
  35.01 –  50.00	  	25	  	1.46	  	 	40.05	  	 	—  	  	24	  	 	40.06	  	 	—  	
  50.01 –  72.56	  	240	  	1.63	  	 	54.90	  	 	—  	  	240	  	 	55.06	  	 	—  	
	  	 	  		  			  	 	 	  	 	  			  	 	 	
Total	  	1,327	  	4.97	  	$	27.49	  	$	11,615	  	810	  	$	30.21	  	$	7,109	
	  	 	  		  			  	 	 	  	 	  			  	 	 	
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $31.90 as of October 26, 2007, which would have been received by the option holders had those option holders exercised their options as of that date. The total number of in-the-money stock options exercisable as of October 27, 2007 was 542 million. As of July 28, 2007, 829 million outstanding stock options were exercisable and the weighted-average exercise price was $30.13.
Valuation and Expense Information Under SFAS 123(R)
Share-based compensation expense recognized under Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”, (“SFAS 123(R)”) was as follows (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Cost of sales—product	  	$	9	  	$	11	
Cost of sales—service	  	 	23	  	 	24	
	  	 	 	  	 	 	
Employee share-based compensation expense in cost of sales	  	 	32	  	 	35	
	  	 	 	  	 	 	
Research and development	  	 	65	  	 	74	
Sales and marketing	  	 	99	  	 	94	
General and administrative	  	 	30	  	 	22	
	  	 	 	  	 	 	
Employee share-based compensation expense in operating expenses	  	 	194	  	 	190	
	  	 	 	  	 	 	
Total employee share-based compensation expense (1)(2) (3) 	  	$	226	  	$	225	

(1)	As of October 27, 2007, total compensation cost related to unvested share-based awards including share-based compensation relating to acquisitions and investments, not yet recognized was $4.1 billion, which is expected to be recognized over approximately 4 years on a weighted-average basis.	

(2)	Share-based compensation expense of $24 million and $10 million related to acquisitions and investments for the three months ended October 27, 2007 and October 28, 2006, respectively, is disclosed in Note 3 and is not included in the above table.	

(3)	The income tax benefit for share-based compensation expense was $74 million and $58 million for the three months ended October 27, 2007 and October 28, 2006, respectively.	
Lattice-Binomial Model
Upon adoption of SFAS 123(R), the Company began estimating the value of employee stock options and employee stock purchase rights on the date of grant using a lattice-binomial model. Prior to the adoption of SFAS 123(R), the value of each employee stock option and employee stock purchase right was estimated on the date of grant using the Black-Scholes model.
The Company’s employee stock options have various restrictions including vesting provisions and restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity. Lattice-binomial models are more capable of
 
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incorporating the features of the Company’s employee stock options than closed-form models such as the Black-Scholes model. The use of a lattice-binomial model requires extensive actual employee exercise behavior data and a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, kurtosis, and skewness. The weighted-average assumptions, using the lattice-binomial model, the weighted-average expected life and estimated value of employee stock options and employee stock purchase rights are summarized as follows:

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Weighted-average assumptions:	  				 				
Expected volatility	  	 	30.6	%	 	 	25.9	%	
Risk-free interest rate	  	 	4.4	%	 	 	4.6	%	
Expected dividend	  	 	0.0	%	 	 	0.0	%	
Kurtosis	  	 	4.6	 	 	 	4.5	 	
Skewness	  	 	(0.80	)	 	 	(0.80	)	
			
Weighted-average expected life (in years)	  	 	6.3	 	 	 	6.7	 	
Weighted-average estimated value	  	$	9.92	 	 	$	6.88	 	
The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. The weighted-average assumptions were determined as follows:
 
 	•	 	For employee stock options, the Company used the implied volatility for two-year traded options on the Company’s stock as the expected volatility assumption required in the lattice-binomial model, consistent with SFAS 123(R) and Staff Accounting Bulletin No. 107 (“SAB 107”). For employee stock purchase rights, the Company used the implied volatility for six-month traded options on the Company’s stock. The selection of the implied volatility approach was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that implied volatility is more representative of future stock price trends than historical volatility.	
 
 	•	 	The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the Company’s employee stock options and employee stock purchase rights.	
 
 	•	 	The dividend yield assumption is based on the history and expectation of dividend payouts.	
 
 	•	 	The estimated kurtosis and skewness are technical measures of the distribution of stock price returns, which affect expected employee exercise behaviors that are based on the Company’s stock price return history as well as consideration of various academic analyses.	
The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is a derived output of the lattice-binomial model. The expected life of employee stock options is impacted by all of the underlying assumptions and calibration of the Company’s model. The lattice-binomial model assumes that employees’ exercise behavior is a function of the option’s remaining vested life and the extent to which the option is in-the-money. The lattice-binomial model estimates the probability of exercise as a function of these two variables based on the entire history of exercises and cancellations on all past option grants made by the Company.
Accuracy of Fair Value Estimates 
The Company uses third-party analyses to assist in developing the assumptions used in, as well as calibrating, its lattice-binomial model. The Company is responsible for determining the assumptions used in estimating the fair value of its share-based payment awards.
The Company’s determination of the fair value of share-based payment awards is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the existing valuation models may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.
 
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11.	Income Taxes	
The following table provides details of income taxes (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Effective tax rate	  	 	15.9	%	 	 	26.1	%	
Cash paid for income taxes	  	$	514	 	 	$	472	 	
The effective tax rate for the three months ended October 27, 2007 included a net tax benefit of $162 million from the settlement of certain tax matters with the Internal Revenue Service (IRS). It also reflects a benefit from an increase in foreign income taxed at other than U.S. rates.
In connection with the regular examination of the Company’s federal income tax returns for fiscal years ended July 27, 2002 through July 31, 2004, the IRS proposed certain adjustments related to the Company’s international operations. In the first quarter of fiscal 2008, the Company and the IRS agreed to a settlement with respect to certain tax issues related to U.S. income inclusions arising from the Company’s international operations for fiscal years ended July 27, 2002 through July 29, 2006. As a result of the settlement, the Company reduced income taxes payable and recorded a net tax benefit of $162 million including related interest in the first quarter of fiscal 2008. The Company’s federal income tax returns for fiscal years ended July 27, 2002 and July 31, 2004 continue to be under examination and the IRS has proposed other adjustments which are not covered under the settlement agreement. The Company believes that adequate amounts have been reserved for any adjustments which may ultimately result from these examinations. With limited exceptions, the Company is no longer subject to state and local or foreign income tax audits through fiscal year 1997. The Company is no longer subject to U.S. federal income tax audit through fiscal 2001.
On July 29, 2007, the Company adopted FIN 48 which prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. As a result of the adoption of FIN 48, the Company reduced the liability for net unrecognized tax benefits by $451 million, and accounted for this as a cumulative effect of a change in accounting principle that was recorded as an increase to retained earnings of $202 million and an increase to additional paid-in capital of $249 million. The total amount of gross unrecognized tax benefits as of the date of adoption was $3.3 billion, of which $2.9 billion would affect the effective tax rate if realized. The Company historically classified unrecognized tax benefits in current income taxes payable. In implementing FIN 48, the Company has reclassified unrecognized tax benefits for which the Company does not anticipate payment or receipt of cash within one year to long-term income taxes payable. In addition, the Company reclassified the income tax receivable to income taxes payable.
As a result of the settlement of certain tax matters with the IRS during the first quarter of fiscal 2008, the amount of gross unrecognized tax benefits was reduced by approximately $1.0 billion, of which $912 million became certain as a result of the settlement and had previously been paid. In addition, there was a net decrease to unrecognized tax benefits of $87 million related to other activity during the first quarter of fiscal 2008. The total amount of gross unrecognized tax benefits was $2.2 billion as of October 27, 2007, of which $1.8 billion would affect the effective tax rate if realized.
The Company’s policy to include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes did not change as a result of implementing FIN 48. As of the date of adoption of FIN 48, the Company had accrued $183 million in income taxes payable for the payment of interest and penalties relating to unrecognized tax benefits. During the first quarter of fiscal 2008, the Company reduced the amount of accrued interest by $39 million as a result of the IRS settlement.
Although timing of the resolution on audits is highly uncertain, the Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will materially change in the next 12 months.
 
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12.	Segment Information and Major Customers	
The Company’s operations involve the design, development, manufacturing, marketing, and technical support of networking and other
products and services related to the communications and information technology industry. Cisco products include routers, switches, advanced technologies, and other products. These products, primarily integrated by Cisco IOS Software, link geographically dispersed local-area networks (LANs) and wide-area networks (WANs).
The Company conducts business globally and is primarily managed on a geographic basis. The Company’s management makes financial decisions and allocates resources based on the information it receives from its internal management system. Sales are attributed to a geographic theater based on the ordering location of the customer. During the first quarter of fiscal 2008, the Company enhanced its methodology for attributing certain revenue transactions including revenue deferrals, and the associated cost of sales to each geographic theater. As a result, the Company has reclassified prior period net sales and gross margin amounts by theater to conform to the current period’s presentation. Revenue deferrals relate to the timing of revenue recognition for specific transactions and differ for each theater based on the levels of service, support, financing arrangements, and other factors.
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 because management does not use the information to measure the performance of the operating segments. The Company does not allocate amortization of purchased intangible assets, share-based compensation expense, and the effects of purchase accounting adjustments to inventory to the gross margin for each theater because management also does not use the information to measure the performance of the operating segments.
Summarized financial information by theater for three months ended October 27, 2007 and October 28, 2006 based on the Company’s internal management system and as utilized by the Company’s chief operating decision maker (CODM), is as follows (in millions):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Net sales:	  				 				
United States and Canada (1) 	  	$	5,499	 	 	$	4,689	 	
European Markets	  	 	1,906	 	 	 	1,628	 	
Emerging Markets	  	 	867	 	 	 	728	 	
Asia Pacific	  	 	977	 	 	 	787	 	
Japan	  	 	305	 	 	 	352	 	
	  	 	 	 	 	 	 	 	
Total	  	$	9,554	 	 	$	8,184	 	
	  	 	 	 	 	 	 	 	
Gross margin:	  				 				
United States and Canada	  	$	3,673	 	 	$	3,017	 	
European Markets	  	 	1,244	 	 	 	1,088	 	
Emerging Markets	  	 	495	 	 	 	470	 	
Asia Pacific	  	 	636	 	 	 	489	 	
Japan	  	 	218	 	 	 	240	 	
	  	 	 	 	 	 	 	 	
Theater total	  	 	6,266	 	 	 	5,304	 	
	  	 	 	 	 	 	 	 	
Unallocated corporate items (2) 	  	 	(93	)	 	 	(71	)	
	  	 	 	 	 	 	 	 	
Total	  	$	6,173	 	 	$	5,233	 	

(1)	Net sales in the United States were $5.2 billion and $4.4 billion for the three months ended October 27, 2007 and October 28, 2006, respectively.	

(2)	The unallocated corporate items for the three months ended October 27, 2007 and October 28, 2006 include the effects of amortization of purchased intangible assets and share-based compensation expense.	
 
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The following table presents net sales for groups of similar products and services (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Net sales:	  			  			
Routers	  	$	1,884	  	$	1,595	
Switches	  	 	3,280	  	 	3,030	
Advanced technologies	  	 	2,359	  	 	1,860	
Other	  	 	492	  	 	455	
	  	 	 	  	 	 	
Product	  	 	8,015	  	 	6,940	
Service	  	 	1,539	  	 	1,244	
	  	 	 	  	 	 	
Total	  	$	9,554	  	$	8,184	

The Company refers to some of its products and technologies as advanced technologies. As of October 27, 2007, the Company had identified the following advanced technologies for particular focus: application networking services, home networking, hosted small-business systems, security, storage area networking, unified communications, video systems, and wireless technology. The Company continues to identify additional advanced technologies for focus and investment in the future, and the Company’s investments in some previously identified advanced technologies may be curtailed or eliminated depending on market developments.
The majority of the Company’s assets as of October 27, 2007 and July 28, 2007 were attributable to its U.S. operations. For the three months ended October 27, 2007 and October 28, 2006, no single customer accounted for 10% or more of the Company’s net sales.
Property and equipment information is based on the physical location of the assets. The following table presents property and equipment information for geographic areas (in millions):

 	  	October 27,
2007	  	July 28,
2007	
Property and equipment, net:	  			  			
United States	  	$	3,376	  	$	3,340	
International	  	 	580	  	 	553	
	  	 	 	  	 	 	
Total	  	$	3,956	  	$	3,893	

13.	Net Income per Share	
The following table presents the calculation of basic and diluted net income per share (in millions, except per-share amounts):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Net income	  	$	2,205	  	$	1,608	
	  	 	 	  	 	 	
Weighted-average shares — basic	  	 	6,087	  	 	6,061	
Effect of dilutive potential common shares	  	 	243	  	 	138	
	  	 	 	  	 	 	
Weighted-average shares — diluted	  	 	6,330	  	 	6,199	
	  	 	 	  	 	 	
Net income per share — basic	  	$	0.36	  	$	0.27	
	  	 	 	  	 	 	
Net income per share — diluted	  	$	0.35	  	$	0.26	

Antidilutive employee stock options	  	 	354	  	 	670	
 
14.	Pending Business Combination	
On October 23, 2007, the Company announced a definitive agreement to acquire privately held Navini Networks, Inc., a provider in the mobile WiMAX broadband wireless industry. The announced estimated aggregate consideration for this acquisition is $330 million in cash and stock options assumed. The acquisition is expected to close in the second quarter of fiscal 2008.
 
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 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 subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements 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,” “continues,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that 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, including those identified below, under “Part II, Item 1A. Risk Factors” and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.
Overview
In the first quarter of fiscal 2008, we achieved record financial results. Our results for the first quarter of fiscal 2008 reflected increases in net sales, net income, and net income per diluted share from the first quarter of fiscal 2007, as we continued to achieve balance in year-over-year revenue growth from our four largest geographic theaters, our customer markets, and our product families. We believe this balance is attributable in part to the successful implementation of our strategy. Net income increased by 37% during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007, while net income per diluted share increased by 35% during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. Our results for the first quarter of fiscal 2008 included a net tax benefit of $162 million from a settlement of certain U.S. income tax matters.
Revenue
Net sales increased by 17% during the first quarter of fiscal 2008, compared to the first quarter of fiscal 2007. Revenue increased in our four largest geographic theaters in the first quarter of fiscal 2008, compared to the first quarter of fiscal 2007, primarily in the service provider and commercial markets. For the first quarter of fiscal 2008, sales also increased in our global enterprise market, which includes the public sector, but we experienced some weakness within the enterprise market in the United States. The increase in our revenue also reflects good balance across our product lines. The largest proportion of the increase in net product sales was related to higher sales of advanced technologies. Sales of our advanced technologies, which represented a larger proportion of our net product sales than routing, increased by approximately 27% in the first quarter of fiscal 2008, due to strength in sales of our unified communications, video systems and storage products. The increase in our sales of advanced technologies reflects our balanced product portfolio and our efforts to constantly evolve into new markets and product adjacencies.
In the first quarter of fiscal 2008, we also experienced strength in routing, led primarily by our high-end routers. The increase in switching was led by higher sales of our fixed-configuration switches. We also have been focused on expanding our service model. In the first quarter of fiscal 2008, our net service revenue increased by approximately 24% compared to the first quarter of fiscal 2007. Our service and support strategy seeks to capitalize on increased globalization, and we believe this strategy, along with our architectural approach, has the potential to further differentiate us from competitors.
Operating Margin
In the first quarter of fiscal 2008, our gross margin percentage increased when compared to the first quarter of fiscal 2007. The increase was primarily due to lower manufacturing costs and higher shipment volume, partially offset by higher sales discounts, rebates, and product pricing. Operating expenses during the first quarter of fiscal 2008 increased in both absolute dollars and as a percentage of revenue as compared to the first quarter of fiscal 2007, primarily due to continued investments in headcount.
Other Financial Highlights
During the first quarter of fiscal 2008, we generated cash flows from operations of $3.1 billion. Our cash and cash equivalents and investments were $24.7 billion at the end of the first quarter of fiscal 2008, compared with $22.3 billion at the end of fiscal 2007. We repurchased 96 million shares of our common stock during the first quarter of 2008 for $3.0 billion. Days sales outstanding in accounts receivable (DSO) at the end of the first quarter of fiscal 2008 improved to 33 days, compared to 38 days at the end of fiscal 2007. Our inventory balance was $1.3 billion at the end of the first quarter of fiscal 2008 and at the end of fiscal 2007. Annualized inventory turns were 10.3 in both the first quarter of fiscal 2008 and the fourth quarter of fiscal 2007. Our purchase commitments with contract manufacturers and suppliers were $2.5 billion at the end of the first quarter of fiscal 2008, compared with $2.6 billion at the end of fiscal 2007.
 
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Focus Areas
We have continued to focus particular attention on the commercial market, additional sales coverage, growing and expanding our advanced technologies, evolving our support model, and expanding our presence in the Emerging Markets theater. We have also continued to focus on developing a new wave of technologies, which we refer to as emerging technologies, including such products as digital media, TelePresence, and physical security, among others. In addition to these areas, we expect to continue to focus on next-generation service provider network build-outs, strengthening our product offerings in the consumer market, and providing more comprehensive solutions to our customers as they employ Internet solutions.
We believe our growth was attributable to the continued deployment by customers of our end-to-end architecture and the convergence of data, voice, video, and mobility into IP networks, together with our differentiated strategy and execution. In addition, our balance across product areas, customer markets and geographic segments contributed to our growth and strong financial position. We believe that video applications, including IPTV, TelePresence, unified communications, physical security and other video products, have the potential to accelerate the growth of bandwidth demands and to increase loads on networks, which may require upgrades to existing networks.
The investments we have made and our architectural approach are based on the belief that collaboration and “Web 2.0,” the network technologies that enable user collaboration, including such technologies as unified communications and TelePresence, and the increased use of the network as the platform for all forms of communications and information technology will create new market opportunities for us. As part of the second major phase of the Internet, we believe the industry is evolving as both personal and business process collaboration enabled by networked Web 2.0 technologies help to increase innovation and productivity. We will endeavor to lead this market transition from products to processes and through internal adoption and utilization.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us 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 our Annual Report on Form 10-K for the fiscal year ended July 28, 2007 describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements.
The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from the amounts reported based on these policies.
Revenue Recognition
Our products are generally integrated with software that is essential to the functionality of the equipment. Additionally, we provide unspecified software upgrades and enhancements related to the equipment through our maintenance contracts for most of our products. Accordingly, we account for revenue in accordance with Statement of Position No. 97-2, “Software Revenue Recognition,” and all related interpretations. For sales of products where software is incidental to the equipment, or in hosting arrangements, we apply the provisions of Staff Accounting Bulletin No. 104, “Revenue Recognition,” and all related interpretations. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where final acceptance of the product, system, or solution is specified by the customer, revenue is deferred until all acceptance criteria have been met.
Contracts, Internet commerce agreements, and customer purchase orders are generally used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. When a sale involves multiple elements, such as sales of products that include services, the entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when revenue recognition criteria for each element are met. The amount of product and service revenue recognized is impacted by our judgment as to whether an arrangement includes multiple elements and, if so, whether vendor-specific objective evidence of fair value exists. Changes to the elements in an arrangement and our ability to establish vendor-specific objective evidence for those elements could affect the timing of the revenue recognition. Revenue deferrals also relate to the timing of revenue recognition for specific transactions based on the levels of service, support, financing arrangements and other factors. Our total deferred revenue for products was $2.5 billion and $2.2 billion as of October 27, 2007 and July 28, 2007, respectively. Technical support services revenue is deferred and recognized ratably over the period during which the services are to be performed, which is typically from one to three years. Advanced services revenue is recognized upon delivery or completion of performance. Our total deferred revenue for services was $4.7 billion and $4.8 billion as of October 27, 2007 and July 28, 2007, respectively.
 
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We make sales to distributors and retail partners and recognize revenue based on a sell-through method using information provided by them. Our distributors and retail partners participate in various cooperative marketing and other programs, and we maintain estimated accruals and allowances for these programs. If actual credits received by our distributors and retail partners for these programs were to deviate significantly from our estimates, which are based on historical experience, our revenue could be adversely affected.
Allowance for Doubtful Accounts and Sales Returns
Our accounts receivable balance, net of allowance for doubtful accounts, was $3.4 billion and $4.0 billion as of October 27, 2007 and July 28, 2007, respectively. The allowance for doubtful accounts was $179 million, or 5.0% of the gross accounts receivable balance, as of October 27, 2007, and $166 million, or 4.0% of the gross accounts receivable balance, as of July 28, 2007. The allowance is based on our assessment of the collectibility of customer accounts. We regularly review the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay.
Our provision for doubtful accounts was $18 million and $6 million for the first quarter of fiscal 2008 and 2007, respectively. If a major customer’s creditworthiness deteriorates, or if actual defaults are higher than our historical experience, or if other circumstances arise, our estimates of the recoverability of amounts due to us could be overstated, and additional allowances could be required, which could have an adverse impact on our revenue.
A reserve for future sales returns is established based on historical trends in product return rates. The reserve for future sales returns as of October 27, 2007 and July 28, 2007 was $79 million and $74 million, respectively, and was recorded as a reduction of our accounts receivable. 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 Valuation and Liability for Purchase Commitments with Contract Manufacturers and Suppliers
Our inventory balance was $1.3 billion as of October 27, 2007 and July 28, 2007. Inventory is written down based on excess and obsolete inventories determined primarily by future demand forecasts. Inventory write downs are measured as the difference between the cost of the inventory and market based upon assumptions about future demand, and are charged to the provision for inventory, which is a component of our cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
In addition, we record a liability for firm, non-cancelable, and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. As of October 27, 2007, the liability for these purchase commitments was $149 million, compared with $168 million as of July 28, 2007, and was included in other current liabilities.
Our provision for inventory was $44 million and $56 million for the first quarter of fiscal 2008 and 2007, respectively. The amount recorded to cost of sales related to the liability for purchase commitments with contract manufacturers and suppliers was not material for the first quarter of fiscal 2008 or fiscal 2007. 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 requirements, we could be required to increase our inventory write downs and our liability for purchase commitments with contract manufacturers and suppliers, and our gross margin could be adversely affected. Inventory and supply chain management remain areas of focus as we balance the need to maintain supply chain flexibility to help ensure competitive lead times with the risk of inventory obsolescence.
Warranty Costs
The liability for product warranties, included in other current liabilities, was $349 million as of October 27, 2007, compared with $340 million as of July 28, 2007. See Note 8 to the Consolidated Financial Statements. Our products are generally covered by a warranty for periods ranging from 90 days to five years, and for some products we provide a limited lifetime warranty. We accrue for warranty costs as part of our cost of sales based on associated material costs, technical support labor costs, and associated overhead. Material cost is estimated based primarily upon historical trends in the volume of product returns within the warranty period and the cost to repair or replace the equipment. Technical support labor cost is estimated based primarily upon historical trends in the rate of customer cases and the cost to support the customer cases within the warranty period. Overhead cost is applied based on estimated time to support warranty activities.
 
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The provision for product warranties issued during the first quarter of fiscal 2008 and 2007 was $135 million and $129 million, respectively. If we experience an increase in warranty claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our gross margin could be adversely affected.
Share-Based Compensation Expense
Share-based compensation expense recognized under SFAS 123(R) was as follows (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28
2006	
Employee share-based compensation expense	  	$	226	  	$	225	
Share-based compensation expense related to acquisitions and investments	  	 	24	  	 	10	
	  	 	 	  	 	 	
Total	  	$	250	  	$	235	
	  	 	 	  	 	 	
Upon adoption of SFAS 123(R), we began estimating the value of employee stock options on the date of grant using a lattice-binomial model. Prior to the adoption of SFAS 123(R), the value of each employee stock option was estimated on the date of grant using the Black-Scholes model. See Note 10 to the Consolidated Financial Statements for additional information. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The use of a lattice-binomial model requires extensive actual employee exercise behavior data and a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, kurtosis, and skewness. The weighted-average assumptions, using the lattice-binomial model and the weighted-average estimated value of employee stock options are summarized as follows:

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	
Weighted-average assumptions:	  				 				
Expected volatility	  	 	30.6	%	 	 	25.9	%	
Risk-free interest rate	  	 	4.4	%	 	 	4.6	%	
Expected dividend	  	 	0.0	%	 	 	0.0	%	
Kurtosis	  	 	4.6	 	 	 	4.5	 	
Skewness	  	 	(0.80	)	 	 	(0.80	)	
			
Weighted-average estimated value	  	$	9.92	 	 	$	6.88	 	
We used the implied volatility for two-year traded options on our stock as the expected volatility assumption required in the lattice-binomial model consistent with SFAS 123(R) and SAB 107. The selection of the implied volatility approach was based upon the availability of actively traded options on our stock and also upon our assessment that implied volatility is more representative of future stock price trends than historical volatility. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. The estimated kurtosis and skewness are technical measures of the distribution of stock price returns, which affect expected employee exercise behaviors that are based on our stock price return history as well as consideration of various academic analyses. Because share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for forfeitures. If factors change and we employ different assumptions in the application of SFAS 123(R) in future periods, the compensation expense that we record under SFAS 123(R) may differ significantly from what we have recorded in the current period.
 
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Investment Impairments
Our publicly traded equity securities are reflected in the Consolidated Balance Sheets at a fair value of $2.2 billion as of October 27, 2007, compared to $1.2 billion as of July 28, 2007. See Note 6 to the Consolidated Financial Statements. We recognize an impairment charge when the declines in the fair values of our publicly traded equity securities below their cost basis are judged to be other-than-temporary. The ultimate value realized on these equity securities, to the extent unhedged, is subject to market price volatility until they are sold. We consider various factors in determining whether we should recognize an impairment charge, including 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 investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Our ongoing consideration of these factors could result in additional impairment charges in the future, which could adversely affect our net income. There were no impairment charges on investments in publicly held companies during the first quarter of fiscal 2008 or fiscal 2007.
We also have investments in privately held companies, some of which are in the startup or development stages. As of October 27, 2007, our investments in privately held companies were $660 million, compared to $643 million as of July 28, 2007, and were included in other assets. See Note 4 to the Consolidated Financial Statements. We monitor these investments for impairment and make appropriate reductions in carrying values if we determine an impairment charge is required, based primarily on the financial condition and near-term prospects of these companies. These investments are inherently risky because the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. Our impairment charges on investments in privately held companies were not material for the first quarter of fiscal 2008 or fiscal 2007.
Goodwill Impairments
Our methodology for allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. We perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances for each reporting unit. The goodwill recorded in the Consolidated Balance Sheets as of October 27, 2007 and July 28, 2007 was $12.2 billion and $12.1 billion, respectively. In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill. There was no impairment of goodwill in the first quarter of fiscal 2008 or fiscal 2007.
Income Taxes
We are subject to income taxes in both the United States and numerous foreign jurisdictions. Our effective tax rates differ from the statutory rate primarily due to the tax impact of foreign operations, R&D tax credits, state taxes, and tax audit settlements. The effective tax rate was 15.9% and 26.1% in the first quarter of fiscal 2008 and fiscal 2007, respectively.
Effective at the beginning of the first quarter of 2008, the we adopted Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. As a result of the implementation of FIN 48, we reduced the liability for net unrecognized tax benefits by $451 million, and accounted for the reduction as a cumulative effect of a change in accounting principle that resulted in an increase to retained earnings of $202 million and an increase to additional paid-in capital of $249 million. See Note 11 to the Consolidated Financial Statements for additional information.
Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Although we believe our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.
Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
 
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Our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries which have lower tax rates and higher than anticipated in countries which have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit laws; by transfer pricing adjustments including the post-acquisition integration of purchased intangible assets from certain acquisitions into our intercompany R&D cost sharing arrangement; by tax effects of share-based compensation; by costs related to intercompany restructurings; or by changes in tax laws, regulations, accounting principles, including accounting for uncertain tax positions, or interpretations thereof. Significant judgment will be required to determine the recognition and measurement attribute prescribed in FIN 48. In addition, FIN 48 applies to all income tax positions, including the potential recovery of previously paid taxes, which if settled unfavorably could adversely impact our provision for income taxes or additional paid-in capital. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates, and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes. In addition, we are subject to the continuous 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. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.
Loss Contingencies
We are subject to the possibility of various losses 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 and whether new accruals are required.
Third parties, including customers, have in the past and may in the future assert claims or initiate litigation related to 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. 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.
Net Sales
The following table presents the breakdown of net sales between product and service revenue (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	October 27,
2007	  	October 28,
2006	  	Variance
In
Dollars	  	Variance
In
Percent	 	
Net sales:	  			  			  			  			
Product	  	$	8,015	  	$	6,940	  	$	1,075	  	15.5	%	
Service	  	 	1,539	  	 	1,244	  	 	295	  	23.7	%	
	  	 	 	  	 	 	  	 	 	  			
Total	  	$	9,554	  	$	8,184	  	$	1,370	  	16.7	%	

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Net sales, which include product and service revenue, for each theater are summarized in the following table (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	 	Variance
In
Dollars	 	 	Variance
In
Percent	 	
Net sales:	  				 				 				 			
United States and Canada	  	$	5,499	 	 	$	4,689	 	 	$	810	 	 	17.3	%	
Percentage of net sales	  	 	57.6	%	 	 	57.3	%	 				 			
European Markets	  	 	1,906	 	 	 	1,628	 	 	 	278	 	 	17.1	%	
Percentage of net sales	  	 	19.9	%	 	 	19.9	%	 				 			
Emerging Markets	  	 	867	 	 	 	728	 	 	 	139	 	 	19.1	%	
Percentage of net sales	  	 	9.1	%	 	 	8.9	%	 				 			
Asia Pacific	  	 	977	 	 	 	787	 	 	 	190	 	 	24.1	%	
Percentage of net sales	  	 	10.2	%	 	 	9.6	%	 				 			
Japan	  	 	305	 	 	 	352	 	 	 	(47	)	 	(13.4	)%	
Percentage of net sales	  	 	3.2	%	 	 	4.3	%	 				 			
	  	 	 	 	 	 	 	 	 	 	 	 	 			
Total	  	$	9,554	 	 	$	8,184	 	 	$	1,370	 	 	16.7	%	
	  	 	 	 	 	 	 	 	 	 	 	 	 			
The increase in net product sales occurred across our four largest geographic theaters, as we experienced increased information technology-related capital spending in our commercial, service provider, and enterprise markets. Our net product sales also benefited from our entry into new markets and the development of adjacent product offerings. During the first quarter of fiscal 2008, we enhanced our methodology for attributing certain revenue transactions including revenue deferrals, and the associated cost of sales, to each geographic theater. As a result, we have reclassified prior period net sales and net product sales by theater to conform to the current period’s presentation. Revenue deferrals relate to the timing of revenue recognition for specific transactions and differ for each theater based on the levels of service, support,  financing arrangements and other factors.
Net Product Sales by Theater
The following table presents the breakdown of net product sales by theater (in millions, except percentages):

 	 	Three Months Ended	 	
 	 	October 27,
2007	 	 	October 28,
2006	 	 	Variance
In
Dollars	 	 	Variance
In
Percent	 	
Net product sales:	 				 				 				 			
United States and Canada	 	$	4,453	 	 	$	3,813	 	 	$	640	 	 	16.8	%	
Percentage of net product sales	 	 	55.6	%	 	 	55.0	%	 				 			
European Markets	 	 	1,655	 	 	 	1,442	 	 	 	213	 	 	14.8	%	
Percentage of net product sales	 	 	20.6	%	 	 	20.8	%	 				 			
Emerging Markets	 	 	776	 	 	 	667	 	 	 	109	 	 	16.3	%	
Percentage of net product sales	 	 	9.7	%	 	 	9.6	%	 				 			
Asia Pacific	 	 	866	 	 	 	703	 	 	 	163	 	 	23.2	%	
Percentage of net product sales	 	 	10.8	%	 	 	10.1	%	 				 			
Japan	 	 	265	 	 	 	315	 	 	 	(50	)	 	(15.9	)%	
Percentage of net product sales	 	 	3.3	%	 	 	4.5	%	 				 			
	 	 	 	 	 	 	 	 	 	 	 	 	 			
Total	 	$	8,015	 	 	$	6,940	 	 	$	1,075	 	 	15.5	%	
	 	 	 	 	 	 	 	 	 	 	 	 	 			
United States and Canada
The increase in net product sales in the United States and Canada theater during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 was due to an increase in net product sales in the service provider and commercial markets. The service provider market experienced growth as consumer demand for video and broadband is leading to increased investments by service providers. The commercial market experienced growth across all of the U.S. regional operations. We experienced some weakness within the enterprise market during the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007. However, sales to the U.S. federal government were strong during the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007.
European Markets
The increase in net product sales in the European Markets theater during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 was due to balanced growth across all of our customer markets and most of our geographic areas, led by sales in Germany and sales to targeted service providers within European Markets.
 
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Emerging Markets
The increase in net product sales in the Emerging Markets theater during the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was primarily a result of continued network deployment by service providers and growth in the enterprise and commercial markets as customers continue to adopt our architectural platform. During the first quarter of fiscal 2008, net product sales for the Emerging Markets theater were negatively impacted by the timing of revenue recognition and by reserves related to our credit exposures to a Brazilian importer of our products. The Emerging Markets theater had more revenue deferrals during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 due to greater levels of service, support, financing arrangements and other factors. Deferred product revenue at October 27, 2007 for the Emerging Markets theater also increased as compared with the balance at July 28, 2007 related to the aforementioned factors. Our customers in the Emerging Markets theater may continue to require greater levels of service, support, and financing arrangements in future periods.
Asia Pacific
The increase in net product sales in the Asia Pacific theater during first quarter of fiscal 2008 was attributable to the balanced growth in the enterprise, service provider, and commercial markets, with China and India experiencing strong growth during the first quarter of fiscal 2008.
Japan
Net product sales in the Japan theater, which represented approximately 3% of net product sales, decreased in  the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007.
Net Product Sales by Groups of Similar Products
The following table presents net sales for groups of similar products (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	 	Variance
In
Dollars	  	Variance
In
Percent	 	
Net product sales:	  				 				 			  			
					
Routers	  	$	1,884	 	 	$	1,595	 	 	$	289	  	18.1	%	
Percentage of net product sales	  	 	23.5	%	 	 	23.0	%	 			  			
Switches	  	 	3,280	 	 	 	3,030	 	 	 	250	  	8.3	%	
Percentage of net product sales	  	 	41.0	%	 	 	43.6	%	 			  			
Advanced technologies	  	 	2,359	 	 	 	1,860	 	 	 	499	  	26.8	%	
Percentage of net product sales	  	 	29.4	%	 	 	26.8	%	 			  			
Other	  	 	492	 	 	 	455	 	 	 	37	  	8.1	%	
Percentage of net product sales	  	 	6.1	%	 	 	6.6	%	 			  			
	  	 	 	 	 	 	 	 	 	 	 	  			
Total	  	$	8,015	 	 	$	6,940	 	 	$	1,075	  	15.5	%	
	  	 	 	 	 	 	 	 	 	 	 	  			
Routers
The increase in net product sales related to routers in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was primarily due to higher sales of our high-end routers, with strength in our Cisco CRS-1 Carrier Routing System, Cisco 7600 Series, and Cisco 12000 Series products. Sales of our high-end routers, which represent a larger proportion of our total router sales compared with midrange and low-end routers, increased by approximately $255 million in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007. Our high-end router sales are primarily to service providers, which tend to make larger and more uneven purchases. We believe that the increase in high-end router sales is attributable to service providers continuing to scale network capacity to accommodate actual and projected increases in data, voice and video traffic. During the first quarter of fiscal 2008, our sales of our integrated services routers (ISRs), which are included in the midrange and low-end routers, also increased and contributed to growth in sales of our advanced technologies products, such as security, unified communications, and wireless.
Switches
The increase in net product sales related to switches in the first quarter of fiscal 2008 was primarily due to higher sales of local-area network (LAN) fixed-configuration switches, which increased during the first quarter of fiscal 2008 by approximately $315 million compared with the first quarter of fiscal 2007, partially offset by the $55 million decrease in the sales of LAN modular switching. The increase in sales of LAN fixed-configuration switches was a result of the continued adoption by our customers of new technologies throughout their networks from the data center to the wiring closet, including Gigabit Ethernet, 10 Gigabit Ethernet, and Power over Ethernet, which leads to the higher sales of the Cisco Catalyst 3750 Series, the Cisco Catalyst 2960 Series, and the Cisco Catalyst 3560 Series. Additionally, growth in advanced technologies such as unified communications and wireless LANs creates demand for LAN fixed-configuration infrastructure as additional endpoints are added to the network. The conditions in the enterprise market in the United States, as well as new product transitions may have contributed to the decrease in our LAN modular switching products.
 
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Advanced Technologies
The increase in net product sales related to advanced technologies in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was primarily due to the following:
 
 	•	 	Unified communications sales increased by approximately $260 million in the first quarter of fiscal 2008, primarily due to sales of IP phones and associated software as our customers continued to transition from an analog-based to an IP-based infrastructure, and also the addition of sales from the acquisition of WebEx.	
 
 	•	 	Video systems, which include solutions and systems designed to enable video-specific delivery systems for service providers, increased by approximately $140 million in the first quarter of fiscal 2008. The increases were attributable to several factors, including an increase in the demand for high-definition (HD) set-top boxes, network upgrades, and international growth.	
 
 	•	 	Sales of security products increased by approximately $50 million in the first quarter of fiscal 2008, primarily due to module and line card sales related to our routers and LAN switches as customers continued to emphasize network security, and also due to sales of our next-generation adaptive security appliance product, which integrates multiple technologies including virtual private network (VPN), firewall, and intrusion prevention services on one platform, and the addition of sales from the acquisition of IronPort.	
 
 	•	 	Other sales of advanced technologies relating to sales of storage area networking products increased by approximately $25 million and sales of application networking services increased by approximately $30 million.	
Other Product Revenue
The increase in other product revenue in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was primarily due to an increase in sales of optical networking products. Other product revenue also includes sales of emerging technology products.
Factors That May Impact Net Product Sales
Net product sales may continue to be affected by changes in the geopolitical environment and global economic conditions; competition, including price-focused competitors from Asia, especially China; new product introductions; sales cycles and product implementation cycles; changes in the mix of our customers between service provider and enterprise markets; 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.
In addition, sales to the service provider market have been characterized by larger and more uneven purchases, especially relating to our router sales and sales of certain advanced technologies. In addition, service provider customers typically have longer implementation cycles, require a broader range of services, including network design services, and often have acceptance provisions that can lead to a delay in revenue recognition. As we focus on new market opportunities, customers may require greater levels of service, support, and financing arrangements, especially in the Emerging Markets theater, which may result in a delay in the timing of revenue recognition. To improve customer satisfaction, we continue to focus on managing our manufacturing lead-time performance, 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.
Net product sales may also be adversely affected by fluctuations in demand for our products, especially with respect to Internet businesses and telecommunications service providers, price and product competition in the communications and information technology industry, introduction and market acceptance of new technologies and products, adoption of new networking standards, and financial difficulties experienced by our customers. We may, from time to time, experience manufacturing issues that create a delay in our suppliers’ ability to provide specific components, resulting in delayed shipments. To the extent that manufacturing issues and any related component shortages, including those caused by any possible disruption related to our implementation of the lean manufacturing model, result in delayed shipments in the future, and particularly in periods when we and our suppliers are operating at higher levels of capacity, it is possible that revenue for a quarter could be adversely affected if such matters are not remediated within the same quarter. For additional factors that may impact net product sales, see “Part II, Item 1A. Risk Factors.”
Our distributors and retail partners participate in various cooperative marketing and other programs. In addition, increasing sales to our distributors and retail partners 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 for sales to our distributors and retail partners based on a sell-through method using information provided by them, and we maintain estimated accruals and allowances for all cooperative marketing and other programs.
 
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Net Service Revenue
The increase in net service revenue in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was primarily due to increased technical support service contract initiations and renewals associated with higher product sales, which have resulted in a larger installed base of equipment being serviced, and increased revenue from advanced services, which relates to consulting support services for specific networking needs. We experienced balanced growth in net service revenue across our four largest geographic theaters during the first quarter of fiscal 2008, compared with the first quarter of fiscal 2007. The increase in advanced services revenue in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was attributable primarily to our revenue growth in the service provider market, the Emerging Markets theater, and advanced technologies products.
Gross Margin
The following table presents the gross margin for products and services (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	Amount	  	Percentage	 	
 	  	October 27,
2007	  	October 28,
2006	  	October 27,
2007	 	 	October 28,
2006	 	
Gross margin:	  			  			  			 			
Product	  	$	5,192	  	$	4,441	  	64.8	%	 	64.0	%	
Service	  	 	981	  	 	792	  	63.7	%	 	63.7	%	
	  	 	 	  	 	 	  			 			
Total	  	$	6,173	  	$	5,233	  	64.6	%	 	63.9	%	
	  	 	 	  	 	 	  			 			
The following table presents the gross margin for each theater (in millions, except percentages):

 	  	Three Months Ended	 	
 	  	Amount	 	 	Percentage	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	 	October 27,
2007	 	 	October 28,
2006	 	
Gross margin:	  				 				 			 			
United States and Canada	  	$	3,673	 	 	$	3,017	 	 	66.8	%	 	64.3	%	
European Markets	  	 	1,244	 	 	 	1,088	 	 	65.3	%	 	66.8	%	
Emerging Markets	  	 	495	 	 	 	470	 	 	57.1	%	 	64.6	%	
Asia Pacific	  	 	636	 	 	 	489	 	 	65.1	%	 	62.1	%	
Japan	  	 	218	 	 	 	240	 	 	71.5	%	 	68.2	%	
	  	 	 	 	 	 	 	 	 			 			
Theater total	  	 	6,266	 	 	 	5,304	 	 	65.6	%	 	64.8	%	
	  	 	 	 	 	 	 	 	 			 			
Unallocated corporate items	  	 	(93	)	 	 	(71	)	 			 			
	  	 	 	 	 	 	 	 	 			 			
Total	  	$	6,173	 	 	$	5,233	 	 	64.6	%	 	63.9	%	
	  	 	 	 	 	 	 	 	 			 			
During the first quarter of fiscal 2008, we enhanced our methodology for attributing certain revenue transactions including revenue deferrals, and the associated cost of sales, to each geographic theater. As a result, we have reclassified prior period gross margin amounts by theater to conform to the current period’s presentation. Revenue deferrals relate to the timing of revenue recognition for specific transactions and differ for each theater based on the levels of service, support, financing arrangements and other factors.
The total gross margin percentage increased in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 due to higher product gross margin. The gross margin percentage for the Emerging Markets theater decreased from the first quarter of fiscal 2007 due to reserves relating to credit exposures to a Brazilian importer of our products, which decreased the gross margin percentage by approximately 3%, sales discounts, rebates, and product pricing, which decreased the gross margin percentage by approximately 2%, and an increase in revenue deferrals relating to increased service, support, and financing arrangements, which along with other factors, decreased the gross margin percentage by approximately 2.5%.
The gross margin for each theater is derived from information from our internal management system. The gross margin percentage for a particular theater may fluctuate, and period-to-period changes in such margin percentages may not be indicative of a trend for that theater.
 
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Product Gross Margin
The increase in product gross margin percentage in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 was due to the following factors:
 
 	•	 	Lower overall manufacturing costs related to lower component costs and value engineering, partially offset by other manufacturing-related costs, increased product gross margin percentage by 1.8%. Value engineering is the process by which production costs are reduced through component redesign, board configuration, test processes, and transformation processes.	
 
 	•	 	Higher shipment volume, net of certain variable costs, increased product gross margin percentage by 0.6%.	
 
 	•	 	Sales discounts, rebates and product pricing decreased product gross margin percentage by 1.4%.	
 
 	•	 	Net effects of amortization of purchased intangible assets and share-based compensation expense decreased gross margin percentage by 0.2%.	
Product gross margin may continue to be adversely affected in the future by: changes in the mix of products sold, including further periods of increased growth of some of our lower-margin products; introduction of new products, including products with price-performance advantages; our ability to reduce production costs; entry into new markets, including markets with different pricing structures and cost structures, as a result of internal development or through acquisitions; changes in distribution channels; price competition, including competitors from Asia and especially China; changes in geographic mix; the timing of revenue recognition and revenue deferrals; sales discounts; increases in material or labor costs; excess inventory and obsolescence charges; warranty costs; changes in shipment volume; loss of cost savings due to changes in component pricing; impact of value engineering; inventory holding charges; and how well we execute on our strategy and operating plans.
Service Gross Margin
Our service gross margin percentage was flat in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007. Service gross margin will typically experience some variability over time due to various factors such as the change in mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals and the timing of our strategic investments in headcount and resources to support this business. Our service gross margin from technical support services is higher than the service gross margin from our advanced services, and our revenue from advanced services may continue to increase to a higher proportion of total service revenue due to our continued focus on providing comprehensive support to our customers’ networking devices, applications, and infrastructures. Additionally, we have continued to  invest in building out our technical support and advanced services capabilities in the Emerging Markets theater.
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	 	
 	  	October 27,
2007	 	 	October 28,
2006	 	 	Variance
In
Dollars	  	Variance
In
Percent	 	
Research and development	  	$	1,192	 	 	$	1,083	 	 	$	109	  	10.1	%	
Percentage of net sales	  	 	12.5	%	 	 	13.2	%	 			  			
Sales and marketing	  	 	2,003	 	 	 	1,686	 	 	 	317	  	18.8	%	
Percentage of net sales	  	 	21.0	%	 	 	20.6	%	 			  			
General and administrative	  	 	490	 	 	 	364	 	 	 	126	  	34.6	%	
Percentage of net sales	  	 	5.1	%	 	 	4.4	%	 			  			
	  	 	 	 	 	 	 	 	 	 	 	  			
Total	  	$	3,685	 	 	$	3,133	 	 	$	552	  	17.6	%	
	  	 	 	 	 	 	 	 	 	 	 	  			
Percentage of net sales	  	 	38.6	%	 	 	38.3	%	 			  			
R&D expenses increased for the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007 primarily due to higher headcount-related expenses, reflecting our continued investment in R&D efforts for routers, switches, advanced technologies and other product technologies. However, during the first quarter of fiscal 2008, R&D expenses decreased as a percentage of revenue compared with the first quarter of fiscal 2007. 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 for the first quarter of fiscal 2008 increased compared with the first quarter of fiscal 2007 primarily due to an increase in sales expenses of $269 million. Sales expenses increased primarily due to an increase in headcount-related expenses.
 
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G&A expenses for the first quarter of fiscal 2008 increased compared to the first quarter of fiscal 2007 primarily due to increased headcount-related expenses and increased information technology-related spending. In the first quarter of fiscal 2007, G&A expenses included approximately $60 million of real estate-related charges.
Foreign currency fluctuations, net of hedging, increased total research and development, sales and marketing, and general and administrative expenses by approximately 2% in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007.
Headcount
Our headcount increased by approximately 1,500 employees during the first quarter of fiscal 2008, reflecting the investment in sales and R&D described earlier and also reflecting increases in investments in our service business; our Juarez, Mexico manufacturing facility; and acquisitions. Our headcount is expected to increase, as we continue to invest in engineering and sales headcount. As a result, if we do  not achieve the benefits anticipated from these investments, our operating results may be adversely affected.
Share-Based Compensation Expense
Employee share-based compensation expense under SFAS 123(R) was as follows (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Cost of sales—product	  	$	9	  	$	11	
Cost of sales—service	  	 	23	  	 	24	
	  	 	 	  	 	 	
Employee share-based compensation expense in cost of sales	  	 	32	  	 	35	
	  	 	 	  	 	 	
Research and development	  	 	65	  	 	74	
Sales and marketing	  	 	99	  	 	94	
General and administrative	  	 	30	  	 	22	
	  	 	 	  	 	 	
Employee share-based compensation expense in operating expenses	  	 	194	  	 	190	
	  	 	 	  	 	 	
Total employee share-based compensation expense (1) 	  	$	226	  	$	225	

(1) 	Share-based compensation expense related to acquisitions and investments of $24 million and $10 million for the first quarter of fiscal 2008 and fiscal 2007, respectively, is disclosed in Note 3 to the Consolidated Financial Statements and is not included in the above table.	
Share-based compensation expense included compensation expense for share-based payment awards granted prior to, but not yet vested, as of July 30, 2005 based on the grant date fair value using the Black-Scholes model, and compensation expense for share-based payment awards granted subsequent to July 30, 2005 based on the grant date fair value using the lattice-binomial model. In conjunction with the adoption of SFAS 123(R), we changed our method of attributing the value of share-based compensation to expense from the accelerated multiple-option approach to the straight-line single-option method. Compensation expense for all share-based payment awards granted on or prior to July 30, 2005 is recognized using the accelerated multiple-option approach while compensation expense for all share-based payment awards granted subsequent to July 30, 2005 is recognized using the  straight-line single-option method.
Amortization of Purchased Intangible Assets and In-Process Research and Development
The following table presents the amortization of purchased intangible assets and in-process R&D (in millions):

 	  	Three Months Ended	
 	  	October 27,
2007	  	October 28,
2006	
Amortization of purchased intangible assets included in operating expenses	  	$	117	  	$	105	
In-process research and development	  	$	3	  	$	4	
The increase in the amortization of purchased intangible assets included in operating expenses for the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 was primarily due to the additional amortization of purchased intangible assets related to recent acquisitions. For additional information regarding purchased intangibles, see Note 3 to the Consolidated Financial Statements.
 
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Our methodology for allocating the purchase price, relating to purchase acquisitions, to in-process R&D is determined through established valuation techniques. See Note 3 to the Consolidated Financial Statements for additional information regarding the acquisitions completed in fiscal 2008 and 2007 and the in-process R&D recorded for these acquisitions. In-process R&D was expensed upon acquisition because technological feasibility had not been established and no future alternative uses existed.
The fair value of the existing purchased technology and patents, as well as the technology under development, is typically 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 lifecycle. We consider the pricing model for products related to these acquisitions to be standard within the high-technology communications 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 purchase acquisitions completed to date, the development of these technologies remains a significant risk due to the remaining efforts to achieve technological feasibility, rapidly changing customer markets, uncertain standards for new products, and significant competitive threats. The nature of the efforts to develop these technologies into commercially viable products consists primarily 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 for calculating in-process R&D 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 lifecycle 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  purchase acquisitions to date did not have a material adverse impact on our business and operating results.
Interest Income, Net
The components of interest income, net, are as follows (in millions):

 	 	Three Months Ended	 	
 	 	October 27,
2007	 	 	October 28,
2006	 	
Interest income	 	$	319	 	 	$	251	 	
Interest expense	 	 	(96	)	 	 	(94	)	
	 	 	 	 	 	 	 	 	
Total	 	$	223	 	 	$	157	 	
	 	 	 	 	 	 	 	 	
The increase in interest income during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 was primarily due to higher average balances. The increase in interest expense in the first quarter of fiscal 2008 compared to fiscal 2007 was due to slightly higher interest rates. Interest expense includes the effect of $6.0 billion of  interest rate swaps, which effectively convert fixed-rate interest expense to floating-rate interest expense based on LIBOR.
Other Income, Net
The components of other income, net, are as follows (in millions):

 	 	Three Months Ended	 	
 	 	October 27,
2007	 	 	October 28,
2006	 	
Net gains on investments in fixed income and publicly traded equity securities	 	$	54	 	 	$	66	 	
Net gains (losses) on investments in privately held companies	 	 	3	 	 	 	(14	)	
Impairment charges on investments in privately held companies	 	 	(3	)	 	 	(4	)	
	 	 	 	 	 	 	 	 	
Net gains and impairment charges on investments	 	 	54	 	 	 	48	 	
Other	 	 	(23	)	 	 	(20	)	
	 	 	 	 	 	 	 	 	
Total	 	$	31	 	 	$	28	 	
	 	 	 	 	 	 	 	 	
Provision for Income Taxes
The provision for income taxes resulted in an effective tax rate of 15.9% for the first quarter of fiscal 2008, compared to an effective tax rate of 26.1% for the first quarter of fiscal 2007. The 10.2% decrease in the effective tax rate for the first quarter of fiscal 2008, as compared to the first quarter of fiscal 2007, was primarily attributable to a net tax benefit of $162 million from the settlement of certain U.S. income tax matters in the first quarter of fiscal 2008 and to the tax impact of foreign operations.
 
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On July 29, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions.
See Note 11 for additional information on our provision for income taxes, including the effects of adoption of FIN 48 on our Consolidated Financial Statements.
Recent Accounting Pronouncements
SFAS 157 In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently assessing the impact that SFAS 157 may have on our results of operations and financial position.
SFAS 159 In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115”. SFAS 159 is expected to expand the use of fair value accounting but does not affect existing standards which require certain assets or liabilities to be carried at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Under SFAS 159, a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently assessing the impact that SFAS 159 may have on our results of operations and financial position.
Liquidity and Capital Resources
The following sections discuss the effects of changes in our balance sheet   and cash flows, contractual obligations, other commitments, and the stock repurchase program on our liquidity and capital resources.
Balance Sheet and Cash Flows
Cash and Cash Equivalents and Investments
The following table summarizes our cash and cash equivalents and investments (in millions):

 	  	October 27,
2007	  	July 28,
2007	  	Increase
(Decrease)	
Cash and cash equivalents	  	$	4,413	  	$	3,728	  	$	685	
Fixed income securities	  	 	18,050	  	 	17,297	  	 	753	
Publicly traded equity securities	  	 	2,216	  	 	1,241	  	 	975	
	  	 	 	  	 	 	  	 	 	
Total	  	$	24,679	  	$	22,266	  	$	2,413	
	  	 	 	  	 	 	  	 	 	
The increase in cash and cash equivalents and investments was primarily a result of cash provided by operating activities of $3.1 billion; issuance of common stock of $1.5 billion related to employee stock option exercises; approximately $900 million related to the change in unrealized gains from public equities; and excess tax benefits from share-based compensation of $252 million; partially offset by the repurchase of common stock of $3.0 billion and capital expenditures of $296 million.
As of October 27, 2007, approximately $4.8 billion of our cash and cash equivalents and investments was held in the United States. The remainder of our cash and cash equivalents and investments was held outside of the United States in various foreign subsidiaries. If these cash and cash equivalents and investments are distributed to the United States in the form of dividends or otherwise, we may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
On August 17, 2007, we entered into a credit agreement with certain institutional lenders which provides for a $3.0 billion unsecured revolving credit facility that is scheduled to expire on August 17, 2012. Any advances under the credit agreement will accrue interest
 
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at rates that are equal to, based on certain conditions, either (i) the higher of the Federal Funds rate plus 0.50% or Bank of America’s “prime rate” as announced from time to time, or (ii) LIBOR plus a margin that is based on the our senior debt credit ratings as published by Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. The credit agreement requires that we maintain an interest coverage ratio as defined in the agreement. As of October 27, 2007, we were in compliance with the required interest coverage ratio and we had not borrowed any funds under the credit facility. We may also, upon the agreement of either the then existing lenders or of additional lenders not currently parties to the agreement, increase the commitments under the credit facility up to a total of $5.0 billion, and/or extend the expiration date of the credit facility up to August 15, 2014.
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, the rate at which products are shipped during the quarter (which we refer to as shipment linearity), accounts receivable collections, inventory and supply chain management, excess tax benefits from share-based compensation, and the timing and amount of tax and other payments. For additional discussion, see “Part II, Item 1A. Risk Factors.”
Accounts Receivable, Net
The following table summarizes our accounts receivable, net (in millions, except DSO):

 	  	October 27,
2007	  	July 28,
2007	  	Increase
(Decrease)	 	
Accounts receivable, net	  	$	3,418	  	$	3,989	  	$	(571	)	
				
DSO	  	 	33	  	 	38	  	 	(5	)	
The rate at which products are shipped during a quarter, which we refer to as shipment linearity, and the rate at  which we collect payments, affect our DSO. The decrease in DSO was a result of improved shipment linearity and strong collections.
Inventories and Purchase Commitments with Contract Manufacturers and Suppliers
The following table summarizes our inventories and purchase commitments with contract manufacturers and suppliers (in millions, except annualized inventory turns):

 	  	October 27,
2007	  	July 28,
2007	  	Increase
(Decrease)	 	
Inventories:	  			  			  				
Raw materials	  	$	130	  	$	173	  	$	(43	)	
Work in process	  	 	45	  	 	45	  	 	—  	 	
Finished goods:	  			  			  				
Distributor inventory and deferred cost of sales	  	 	556	  	 	544	  	 	12	 	
Manufactured finished goods	  	 	338	  	 	314	  	 	24	 	
	  	 	 	  	 	 	  	 	 	 	
Total finished goods	  	 	894	  	 	858	  	 	36	 	
Service-related spares	  	 	211	  	 	211	  	 	—  	 	
Demonstration systems	  	 	35	  	 	35	  	 	—  	 	
	  	 	 	  	 	 	  	 	 	 	
Total	  	$	1,315	  	$	1,322	  	$	(7	)	

Annualized inventory turns	  	 	10.3	  	 	10.3	  	 	—  	 	
				
Purchase commitments with contract manufacturers and suppliers	  	$	2,497	  	$	2,581	  	$	(84	)	
Our finished goods consist of distributor inventory and deferred cost of sales and manufactured finished goods. Distributor inventory and deferred cost of sales are related to unrecognized revenue on shipments to distributors and retail partners and shipments to customers. Manufactured finished goods consist primarily of build-to-order and build-to-stock products. Service-related spares consist of reusable equipment related to our technical support and warranty activities. All inventories are accounted for at the lower of cost or market. Inventory is written down based on excess and obsolete inventories determined primarily by future demand forecasts. Inventory write downs are measured as the difference between the cost of the inventory and market, based upon assumptions about future demand, and are charged to the provision for inventory, which is a component of our cost of sales.
We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon
 
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criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Consequently, only a portion of our reported purchase commitments arising from these agreements are firm, non-cancelable, and unconditional commitments. In addition, we record a liability, included in other current liabilities, for firm, non-cancelable, and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. The purchase commitments for inventory are expected to be fulfilled within one year.
Inventory and supply chain management remain areas of focus as we balance the need to maintain supply chain flexibility to help ensure competitive lead times with the risk of inventory obsolescence because of rapidly changing technology and customer requirements. We believe the amount  of our inventory and purchase commitments are appropriate for our revenue levels.
Long-Term Debt
The following table summarizes our long-term debt (in millions):

 	  	October 27,
2007	 	 	July 28,
2007	 	 	Increase
(Decrease)	
Senior notes:	  				 				 			
Floating-rate notes, due 2009	  	$	500	 	 	$	500	 	 	$	—  	
5.25% fixed-rate notes, due 2011	  	 	3,000	 	 	 	3,000	 	 	 	—  	
5.50% fixed-rate notes, due 2016	  	 	3,000	 	 	 	3,000	 	 	 	—  	
	  	 	 	 	 	 	 	 	 	 	 	
Total senior notes	  	 	6,500	 	 	 	6,500	 	 	 	—  	
Other notes	  	 	5	 	 	 	5	 	 	 	—  	
Unamortized discount	  	 	(16	)	 	 	(16	)	 	 	—  	
Fair value adjustment	  	 	93	 	 	 	(81	)	 	 	174	
	  	 	 	 	 	 	 	 	 	 	 	
Total	  	$	6,582	 	 	$	6,408	 	 	$	174	
	  	 	 	 	 	 	 	 	 	 	 	
In February 2006, we issued $500 million of senior floating interest rate notes due 2009 (the “2009 Notes”), $3.0 billion of 5.25% senior notes due 2011 (the “2011 Notes”), and $3.0 billion of 5.50% senior notes due 2016 (the “2016 Notes”), for an aggregate principal amount of $6.5 billion. The debt issuance was used to fund the acquisition of Scientific-Atlanta and for general corporate purposes. The 2011 Notes and the 2016 Notes are redeemable by us at any time, subject to a make-whole premium. To achieve our interest rate objectives, we entered into $6.0 billion notional amount of interest rate swaps. In effect, these swaps convert the fixed interest rates of the 2011 Notes and the 2016 Notes to floating interest rates based on LIBOR. Gains and losses in the fair value of the interest rate swaps offset changes in the fair value of the underlying debt. See Note 8 to the Consolidated Financial Statements. We were in compliance with all debt covenants as of October 27, 2007.
Deferred Revenue
The following table presents the breakdown of deferred revenue (in millions):

 	  	October 27,
2007	  	July 28,
2007	  	Increase
(Decrease)	 	
Service	  	$	4,651	  	$	4,840	  	$	(189	)	
Product	  	 	2,456	  	 	2,197	  	 	259	 	
	  	 	 	  	 	 	  	 	 	 	
Total	  	$	7,107	  	$	7,037	  	$	70	 	
	  	 	 	  	 	 	  	 	 	 	
Reported as:	  			  			  				
Current	  	$	5,381	  	$	5,391	  	$	(10	)	
Noncurrent	  	 	1,726	  	 	1,646	  	 	80	 	
	  	 	 	  	 	 	  	 	 	 	
Total	  	$	7,107	  	$	7,037	  	$	70	 	
	  	 	 	  	 	 	  	 	 	 	
The decrease in deferred service revenue reflects the ongoing amortization of deferred service revenue partially offset by the impact of the increase in the volume of technical support contract initiations and renewals. The increase in deferred product revenue was primarily related to shipments not having met revenue recognition criteria and other revenue deferrals and the timing of cash receipts related to unrecognized revenue from two-tier distributors.
 
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Operating Leases
We lease office space in several U.S. locations. Outside the United States, larger sites include Australia, Belgium, Canada, China, France, Germany, India, Israel, Italy, Japan, and the United Kingdom. The future minimum lease payments under all our non-cancelable operating leases with an initial term in excess of one year as of October 27, 2007 were $1.6 billion. For additional information see Note 8 to the Consolidated Financial Statements.
Nuova Systems, Inc.
In fiscal 2007, we made an investment in Nuova Systems, Inc. (“Nuova”), which conducts research and development on data center-related products. This investment included $50 million of funding and a license to certain of our technology. As a result of this investment, we own approximately 80% of Nuova and have consolidated the results of Nuova in our Consolidated Financial Statements beginning in the first quarter of fiscal 2007. Upon the occurrence of certain events, we have committed additional funding of up to $62 million.
In connection with this investment, we have entered into a call option agreement with Nuova that provides us with the right to purchase the remaining interests of approximately 20% in Nuova. If the call option is exercised by us, the minority interest holders would be eligible to receive three milestone payments based on agreed-upon formulas. The exercise of the call option, if exercised, may occur in the second half of fiscal 2008 or early fiscal 2009. The amounts due under the milestone payments will be recognized by us when it is determined that the exercise of the call option is probable, which may be in advance of the exercise of the call option, and will be recorded as compensation expense based on an estimate of the fair value of the amounts that could be earned by the minority interest holders pursuant to a vesting schedule. Subsequent changes to the fair value of the amounts probable of being earned and the continued vesting will result in adjustments to the recorded compensation expense. If we exercise the call option, the potential amount that could be recorded as compensation expense would be up to a maximum of $678 million. The potential amounts are expected to be paid during fiscal 2010 through fiscal 2012.
Other Commitments
As of October 27, 2007, we were party to an agreement to invest approximately $700 million in venture funds managed by SOFTBANK Corp. and its affiliates (“SOFTBANK”) that is required to be funded on demand. As of October 27, 2007 and July 28, 2007, we had invested $616 million in the venture funds pursuant to the commitment.
We also have certain other funding commitments related to our privately held investments that are based on the achievement of certain agreed-upon milestones. The remaining funding commitments were approximately $90 million as of October 27, 2007, compared with approximately $56 million as of July 28, 2007.
Off-Balance Sheet Arrangements
We consider our investments in unconsolidated variable interest entities to be off-balance sheet arrangements. In the ordinary course of business, we have investments in privately held companies and provide financing to certain customers through our wholly owned subsidiaries, which may be considered to be variable interest entities. We have evaluated our investments in these privately held companies and customer financings and have determined that there were no significant unconsolidated variable interest entities as of October 27, 2007.
Certain events can require a reassessment of our investments in privately held companies or customer financings to determine if they are variable interest entities and if we would be regarded as the primary beneficiary. As a result of such events, we may be required to make additional disclosures or consolidate these entities. Because we may not control these entities, we may not have the ability to influence these events.
 
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Stock Repurchase Program
In September 2001, our Board of Directors authorized a stock repurchase program. As of October 27, 2007, our Board of Directors had authorized an aggregate repurchase of up to $52 billion of common stock under this program and the remaining authorized repurchase amount was $5.8 billion with no termination date. In addition, on November 15, 2007, our Board of Directors authorized the repurchase of up to an additional $10 billion of our common stock with no termination date. The stock repurchase activity under the stock repurchase program during the first quarter of fiscal 2008 is summarized as follows (in millions, except per-share amounts):

 	  	Shares
Repurchased	  	Weighted-
Average
Price
per Share	  	Amount
Repurchased	
Cumulative balance at July 28, 2007	  	2,228	  	$	19.40	  	$	43,229	
Repurchase of common stock (1) 	  	96	  	 	31.28	  	 	3,000	
	  	 	  			  	 	 	
Cumulative balance at October 27, 2007	  	2,324	  	$	19.89	  	$	46,229	

(1)	Includes stock repurchases of $120 million which were settled subsequent to October 27, 2007 and excludes $100 million of stock repurchases which were transacted in the prior period but settled during the first quarter of fiscal 2008.	
The purchase price for the shares of our common stock repurchased is reflected as a reduction to shareholders’ equity. In accordance with Accounting Principles Board Opinion No. 6, “Status of Accounting Research Bulletins,” we are required to allocate the purchase price of the repurchased shares as (i) a reduction to retained earnings until retained earnings are zero and then as an increase to accumulated deficit and (ii) a reduction of common stock and additional paid-in capital. Issuance of common stock and the tax benefit related to employee stock incentive plans are recorded as an increase to common stock and additional paid-in capital. As a result of future repurchases, we may report an accumulated deficit as a component in shareholders’ equity.
Liquidity and Capital Resource Requirements
Based on past performance and current expectations, we believe our cash and cash equivalents, investments, and cash generated from operations, and our ability to access capital markets, including committed credit lines, will satisfy our working capital needs, capital expenditures, investment requirements, stock repurchases, contractual obligations, commitments, future customer financings, and other liquidity requirements associated with our operations through at least the next 12 months. We believe that the most strategic uses of our cash resources include repurchase of shares, strategic investments to gain access to new technologies, acquisitions, customer financing activities, and working capital. There are no other transactions, arrangements, or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity, the availability, and our requirements for capital resources.
 
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 Item 3.	Quantitative and Qualitative Disclosures About Market Risk	
Investments
We maintain an investment portfolio of various holdings, types, and maturities. See Note 6 to the Consolidated Financial Statements. As of October 27, 2007, these securities are classified as available-for-sale and consequently are recorded in the Consolidated Balance Sheets at fair value with unrealized gains or losses, to the extent unhedged, reported as a separate component of accumulated other comprehensive income, net of tax. Our evaluation of investments in private and public companies is based on the fundamentals of the businesses, including, among other factors, the nature of their technologies and potential for financial return.
Fixed Income Securities
At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our fixed income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio. Our fixed income instruments are not leveraged as of October 27, 2007, and are held for purposes other than trading.
Publicly Traded Equity Securities
The values of our equity investments in several publicly traded companies are subject to market price volatility. The following table presents the hypothetical fair values of publicly traded equity securities as a result of selected potential decreases and increases in the price of each equity security in the portfolio, excluding hedged equity securities. Potential fluctuations in the price of each equity security in the portfolio of plus or minus 10%, 20%, and 30% were selected based on potential near-term changes in those security prices. The hypothetical fair values as of October 27, 2007 are as follows (in millions):

  	  	Valuation of Securities
Given an X% Decrease
in Each Stock’s Price	  	Fair Value
As of
October 27,
2007	  	Valuation of Securities Given
an X% Increase in Each
Stock’s Price	
 	  	(30%)	  	(20%)	  	(10%)	  	 	  	10%	  	20%	  	30%	
Publicly traded equity securities	  	$	1,306	  	$	1,493	  	$	1,679	  	$	1,866	  	$	2,053	  	$	2,239	  	$	2,426	
Our equity portfolio consists of securities with characteristics that most closely match the Standard & Poor’s 500 Index or NASDAQ Composite Index. These equity securities are held for purposes other than trading. There were no impairment charges on publicly traded equity securities during the first quarter of fiscal 2008 or fiscal 2007.
Investments in Privately Held Companies
We have invested in privately held companies, some of which are in the startup or development stages. These investments are inherently risky because the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. We could lose our entire initial investment in these companies. These investments are primarily carried at cost, which as of October 27, 2007 was $660 million, compared with $643 million at July 28, 2007, and are recorded in other assets. Our impairment charges on investments in privately held companies were not material for the first quarter of fiscal 2008 or fiscal 2007.
Long-Term Debt
At any time, a sharp fall in interest rates could have a material adverse impact on the fair value of $6.0 billion of our fixed-rate debt. Conversely, a sharp rise in interest rates could have a material favorable impact. We have entered into $6.0 billion notional amount of interest rate swaps designated as fair value hedges, and gains and losses in the fair value of these swaps offset changes in the fair value of the fixed-rate debt. In effect, these swaps convert the fixed interest rates to floating interest rates based on LIBOR. A sharp change in rates would not have a material impact on the fair value of our $500 million variable-rate debt.
A sharp rise in short-term interest rates could have a material adverse impact on interest expense, while a sharp fall in short-term rates could have a material favorable impact. To mitigate these impacts, we presently invest a portion of our interest-bearing assets in instruments with similar interest rate characteristics as the swapped debt.
 
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Derivative Instruments
Foreign Currency Derivatives
Our foreign exchange forward and option contracts are summarized as follows (in millions):

 	  	October 27, 2007	 	 	July 28, 2007	 	
 	  	Notional
Amount	  	Fair
Value	 	 	Notional
Amount	  	Fair
Value	 	
Forward contracts:	  			  				 			  				
Purchased	  	$	1,494	  	$	(1	)	 	$	1,601	  	$	1	 	
Sold	  	$	508	  	$	(7	)	 	$	613	  	$	(8	)	
					
Option contracts:	  			  				 			  				
Purchased	  	$	726	  	$	33	 	 	$	652	  	$	24	 	
Sold	  	$	260	  	$	(2	)	 	$	310	  	$	(1	)	
We enter into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on receivables, investments, and payables, primarily denominated in Australian, Canadian, Japanese, and several European currencies, including the euro and British pound. Our market risks associated with our foreign currency receivables, investments, and payables relate primarily to variances from our forecasted foreign currency transactions and balances.
The impact of foreign currency fluctuations on sales has not been material because our sales are primarily denominated in U.S. dollars. Approximately 70% of our operating expenses are U.S.-dollar denominated. To reduce variability in operating expenses caused by the remaining non-U.S.-dollar denominated operating expenses, we hedge certain foreign currency forecasted transactions with currency options and forward contracts with maturities up to 18 months. These hedging programs are not designed to provide foreign currency protection over longer time horizons. In designing a specific hedging approach, we consider several factors, including offsetting exposures, significance of exposures, costs associated with entering into a particular hedge instrument, and potential effectiveness of the hedge. The gains and losses on foreign exchange contracts mitigate the variability in operating expenses associated with currency movements. Primarily because of our limited currency exposure to date, the effect of foreign currency fluctuations has not been material to our Consolidated Financial Statements. Foreign currency fluctuations, net of hedging, increased total research and development, sales and marketing, and general and administrative expenses by approximately 2% in the first quarter of fiscal 2008 compared with the first quarter of fiscal 2007.
Our foreign exchange forward contracts related to current assets and liabilities generally range from one to three months in original maturity. Additionally, we have entered into foreign exchange forward contracts related to long-term customer financings with maturities of up to two years. The foreign exchange forward contracts related to investments generally have maturities of less than 18 months. We do not enter into foreign exchange forward or option contracts for trading purposes. We do not expect gains or losses on these derivative  instruments to have a material impact on our financial results. See Note 8 to the Consolidated Financial Statements.
Interest Rate Derivatives
Our interest rate derivatives are summarized as follows (in millions):

 	  	October 27, 2007	  	July 28, 2007	 	
 	  	Notional
Amount	  	Fair
Value	  	Notional
Amount	  	Fair
Value	 	
Interest rate swaps- investments	  	$	1,000	  	$	11	  	$	1,000	  	$	29	 	
Interest rate swaps- long-term debt	  	$	6,000	  	$	93	  	$	6,000	  	$	(81	)	
Our primary objective for holding fixed income securities is to achieve an appropriate investment return consistent with preserving principal and managing risk. To realize these objectives, we may utilize interest rate swaps or other derivatives designated as fair value or cash flow hedges.
We have entered into $1.0 billion of interest rate swaps designated as fair value hedges of our investment portfolio. Under these interest rate swap contracts, we make fixed-rate interest payments and receive interest payments based on LIBOR. The effect of these
 
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swaps is to convert fixed-rate returns to floating-rate returns based on LIBOR for a portion of our fixed income portfolio. The gains and losses related to changes in the value of the interest rate swaps are included in other income, net, and offset the changes in fair value of the underlying hedged investment. The fair values of the interest rate swaps designated as hedges of our investments are reflected in prepaid expenses and other current assets.
In conjunction with our issuance of fixed-rate senior notes in February 2006, we entered into $6.0 billion of interest rate swaps designated as fair value hedges of our fixed-rate debt. Under these interest rate swap contracts, we receive fixed-rate interest payments and make interest payments based on LIBOR. The effect of these swaps is to convert fixed-rate interest expense to floating-rate interest expense based on LIBOR. The gains and losses related to changes in the value of the interest rate swaps are included in other income, net, and offset the changes in fair value of the underlying debt. The fair values of the interest rate swaps designated as hedges of our debt are reflected in other assets or other long-term liabilities.
Equity Derivatives
Our equity derivatives are summarized as follows (in millions):

 	  	October 28, 2007	 	 	July 28, 2007	
 	  	Notional
Amount	  	Fair
Value	 	 	Notional
Amount	  	Fair
Value	
Forward sale agreements	  	$	346	  	$	(4	)	 	$	458	  	$	1	
We maintain a portfolio of publicly traded equity securities which are subject to price risk. We may hold equity securities for strategic purposes or to diversify our overall investment portfolio. To manage our exposure to changes in the fair value of certain equity securities, we may enter into equity derivatives, including forward sale and option agreements. As of October 27, 2007, we have entered into forward sale agreements on certain publicly traded equity securities designated as fair value hedges. The gains and losses due to changes in the value of the hedging instruments are included in other income, net, and offset the change in the fair value of the underlying hedged investment. The fair values of the equity derivatives are reflected in prepaid expenses and other current assets and other current liabilities.
 
 Item 4.	Controls and Procedures	
Evaluation of disclosure controls and procedures . Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting . There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our first quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
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 PART II. OTHER INFORMATION
 
 Item 1.	Legal Proceedings	
We and other defendants were subject to claims asserted by Telcordia Technologies, Inc. on July 16, 2004 in the Federal District Court for the District of Delaware alleging that various Cisco routers, switches and optical products infringed United States Patent Nos. 4,893,306, 4,835,763 and Re 36,633. Telcordia sought damages and injunctive relief. The Court ruled that, as a matter of law, we do not infringe Patent No. 4,893,306. After conclusion of a trial, on May 10, 2007, a jury found that infringement had occurred and awarded damages in an amount that is not material to us. We have asked the Court to reverse the verdict as a matter of law, and if necessary, we intend to appeal the decision. Telcordia has asked the Court to enhance damages and award it attorneys’ fees and also has the right to appeal. We believe that the ultimate outcome of this matter and aggregate potential damages will not be material.
Brazilian authorities are investigating certain employees of our Brazilian subsidiary and certain employees of a Brazilian importer of our products relating to the allegation of evading import taxes and other alleged improper transactions involving the subsidiary and the importer. We are conducting a thorough review of the matter. To date, the Brazilian authorities have not asserted a claim against us. We are unable to determine the likelihood of an unfavorable outcome on any potential claims against us or to reasonably estimate a range of loss, if any.
In addition, we are subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including intellectual property litigation. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. For additional information regarding intellectual property litigation, see “Part II, Item 1A. Risk Factors—We may be found to infringe on intellectual property rights of others” herein.
 
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 Item 1A.	Risk Factors	
Set forth below and elsewhere in this report and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. The description below includes any material changes to and supersedes the description of the risk factors affecting our business previously disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended July 28, 2007.
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 numerous factors. These factors include:
 
 	•	 	Fluctuations in demand for our products and services, especially with respect to Internet businesses and telecommunications service providers, in part due to changes in the global economic environment	
 
 	•	 	Changes in sales and implementation cycles for our products and 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 and different business models from various geographic regions	
 
 	•	 	The overall movement toward industry consolidation among both our competitors and our customers	
 
 	•	 	The introduction and market acceptance of new technologies and products and our success in new markets, including emerging and advanced technologies, as well as the adoption of new networking standards	
 
 	•	 	Variations in sales channels, product costs, or mix of products sold	
 
 	•	 	The timing, size, and mix of orders from customers	
 
 	•	 	Manufacturing and customer lead times	
 
 	•	 	Fluctuations in our gross margins, and the factors that contribute to this as described below	
 
 	•	 	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 our employees’ gains on stock options exercised	
 
 	•	 	Actual events, circumstances, outcomes, and amounts differing from judgments, 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 Consolidated Financial Statements	
 
 	•	 	How well we execute on our strategy and operating plans	
 
 	•	 	Benefits anticipated from our investments in engineering, sales and manufacturing activities	
 
 	•	 	Changes in accounting rules, such as recording expenses for employee stock option grants and tax accounting, including accounting for uncertain tax positions	
As a consequence, operating results for a particular future period are difficult to predict, and, therefore, prior results are not
 
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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 that could adversely affect our stock price.
OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY UNFAVORABLE ECONOMIC AND MARKET CONDITIONS AND THE UNCERTAIN GEOPOLITICAL ENVIRONMENT
Economic conditions worldwide have from time to time contributed to slowdowns in the communications and networking industries at large, as well as to specific segments and markets in which we operate, resulting in:
 
 	•	 	Reduced demand for our products as a result of continued constraints on information technology-related capital spending by our customers, particularly service providers, and other customer markets as well	
 
 	•	 	Increased price competition for our products, not only from our competitors but also as a consequence of customers disposing of unutilized products	
 
 	•	 	Risk of excess and obsolete inventories	
 
 	•	 	Excess facilities and manufacturing capacity	
 
 	•	 	Higher overhead costs as a percentage of revenue and higher interest expense	
Recent turmoil in the geopolitical environment in many parts of the world, including terrorist activities and military actions, particularly the continuing tension in and surrounding Iraq, and changes in energy costs may continue to put pressure on global economic conditions. Our operating results in one or more segments may also be affected by changing economic conditions particularly germane to that segment or to particular customer markets within that segment. If global economic and market conditions, or economic conditions in the United States or other key markets, deteriorate, we may experience material impacts on our business, operating results, and financial condition.
OUR REVENUE FOR A PARTICULAR PERIOD IS DIFFICULT TO PREDICT, AND A SHORTFALL IN REVENUE MAY HARM OUR OPERATING RESULTS
As a result of a variety of factors discussed in this report, our revenue for a particular quarter is difficult to predict. Our net sales may grow at a slower rate than in past periods, or may decline. Our ability to meet financial expectations could also be adversely affected if the non-linear sales pattern seen in some of our past quarters recurs in future periods. We have experienced periods of time during which shipments have exceeded net bookings, or manufacturing issues have delayed shipments, leading to non-linearity in shipping patterns. In addition to making it difficult to predict revenue for a particular period, non-linearity in shipping can increase costs, because irregular shipment patterns result in periods of underutilized capacity and periods in which overtime expenses may be incurred, as well as leading to additional costs arising out of inventory management. In addition, to the extent that manufacturing issues and any related component shortages result in delayed shipments in the future, and particularly in periods in which we and our contract manufacturers are operating at higher levels of capacity, it is possible that revenue for a quarter could be adversely affected if such matters occur and are not remediated within the same quarter.
In addition, to improve customer satisfaction, we continue to attempt to improve our manufacturing lead-time performance, 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. Long manufacturing lead times have caused our customers in the past to place the same order multiple times within our various sales channels and to cancel the duplicative orders upon receipt of the product, or to 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 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 because 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.
WE EXPECT GROSS MARGIN TO VARY OVER TIME, AND OUR LEVEL OF PRODUCT GROSS MARGIN MAY NOT BE SUSTAINABLE
Our level of product gross margins may not be sustainable and may continue to be adversely affected by numerous factors, including:
 
 	•	 	Changes in customer, geographic, or product mix, including mix of configurations within each product group	
 
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 	•	 	Introduction of new products, including products with price-performance advantages	
 
 	•	 	Our ability to reduce production costs	
 
 	•	 	Entry into new markets, including markets with different pricing and cost structures, through acquisitions, such as our acquisition of Scientific-Atlanta, or internal development	
 
 	•	 	Sales discounts	
 
 	•	 	Increases in material or labor costs	
 
 	•	 	Excess inventory and inventory holding charges	
 
 	•	 	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	
 
 	•	 	Lower than expected benefits from value engineering	
 
 	•	 	Increased price competition, including competitors from Asia, especially China	
 
 	•	 	Changes in distribution channels	
 
 	•	 	The timing of revenue recognition and revenue deferrals	
 
 	•	 	Increased warranty costs	
 
 	•	 	How well we execute on our strategy and operating plans	
Changes in service gross margin may result from various factors such as changes in the mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals and the addition of personnel and other resources to support higher levels of service business in future periods.
DISRUPTION OF OR CHANGES IN OUR DISTRIBUTION MODEL COULD 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 revenue and gross margins could be adversely affected.
A substantial portion of our products and services is sold through our channel partners and the remainder is sold through direct sales. Our channel partners include systems integrators, service providers, other resellers, distributors, and retail partners. Systems integrators and service providers typically sell directly to end users and often provide system installation, technical support, professional services, and other support services in addition to network equipment sales. Systems integrators also typically integrate our products into an overall solution, and a number of service providers are also systems integrators. Distributors stock inventory and typically sell to systems integrators, service providers, and other resellers. In addition, home networking products are generally sold through distributors and retail partners. We refer to sales through distributors and retail partners as our two-tier system of sales to the end customer. Revenue from distributors and retail partners is recognized based on a sell-through method using information provided by them. These distributors and retail partners are generally given business terms that allow them to return a portion of inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. If sales through indirect channels increase, this may lead to greater difficulty in forecasting the mix of our products and, to a degree, the timing of orders from our customers.
Historically, we have seen fluctuations in our gross margins based on changes in the balance of our distribution channels. Although variability to date has not been significant, there can be no assurance that changes in the balance of our distribution model in future periods would not have an adverse effect on our gross margins and profitability.
 
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Some factors could result in disruption of or changes in our distribution model, which could harm our sales and margins, including the following:
 
 	•	 	We compete with some of our channel partners through our direct sales, which may lead these channel partners to use other suppliers that do not directly sell their own products	
 
 	•	 	Some of our channel partners may demand that we absorb a greater share of the risks that their customers may ask them to bear	
 
 	•	 	Some of our channel partners may have insufficient financial resources and may not be able to withstand changes in business conditions	
In addition, we depend on our channel partners globally to comply with applicable regulatory requirements. To the extent that they fail to do so, that could have a material adverse effect on our business, operating results, and financial condition.
OUR INVENTORY MANAGEMENT RELATING TO OUR SALES TO OUR TWO-TIER DISTRIBUTION CHANNEL IS COMPLEX, AND EXCESS INVENTORY MAY HARM OUR GROSS MARGINS
We must manage our inventory relating to sales to our distributors and retail partners effectively, because inventory held by them could affect our results of operations. Our distributors and retail partners may increase orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. They also may adjust their orders in response to the supply of our products and the products of our competitors that are available to them and in response to seasonal fluctuations in end-user demand. Revenue to our distributors and retail partners is recognized based on a sell-through method using information provided by them, and they are generally given business terms that allow them to return a portion of inventory, receive credits for changes in selling price, and participate in various cooperative marketing programs. 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. If we ultimately determine that we have excess inventory, we may have to reduce our prices and write down inventory, which in turn could result in lower gross margins.
SALES TO THE SERVICE PROVIDER MARKET ARE ESPECIALLY VOLATILE, AND WEAKNESS IN SALES ORDERS FROM THIS INDUSTRY MAY HARM OUR OPERATING RESULTS AND FINANCIAL CONDITION
Sales to the service provider market have been characterized by larger and more uneven purchases, especially relating to our router sales and sales of certain of our advanced technologies, in addition to longer sales cycles. We have experienced significant weakness in sales to service providers over certain extended periods of time as market conditions have fluctuated. Sales activity in this industry depends upon the stage of completion of expanding network infrastructures; the availability of funding; and the extent to which service providers are affected by regulatory, economic, and business conditions in the country of operations. Although some service providers may have increased capital expenditures over the depressed levels that have prevailed over the last few years, weakness in orders from this industry could have a material adverse effect on our business, operating results, and financial condition. Slowdowns in the general economy, overcapacity, changes in the service provider market, regulatory developments, and constraints on capital availability have had a material adverse effect on many of our service provider customers, with many of these customers going out of business or substantially reducing their expansion plans. These conditions have materially harmed our business and operating results, and we expect that some or all of these conditions may continue for the foreseeable future. Finally, service provider customers typically have longer implementation cycles; require a broader range of services including design services; demand that vendors take on a larger share of risks; often require 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.
A SHORTAGE OF ADEQUATE COMPONENT SUPPLY 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, WHICH COULD ADVERSELY AFFECT OUR GROSS MARGINS
Our growth and ability to meet customer demands depend in part on our ability to obtain timely deliveries of parts from our suppliers and contract manufacturers. We have experienced component shortages in the past, including shortages caused by manufacturing process issues, that have affected our operations. We may in the future experience a shortage of certain component parts as a result of our own manufacturing issues, manufacturing issues at our suppliers or contract manufacturers, capacity problems experienced by our suppliers or contract manufacturers, or strong demand in the industry for those parts, especially if the economy grows. Growth in the economy is likely to create greater pressures on us and our suppliers to accurately project overall component demand and component demands within specific product categories and to establish optimal component levels. If shortages or delays persist, the price of these components may increase, or the components may not be available at all, and we may also encounter shortages if we do not accurately anticipate our needs. We may not be able to secure enough components at reasonable prices or of acceptable quality to build new
 
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products in a timely manner in the quantities or configurations needed. Accordingly, our revenue and gross margins could suffer until other sources can be developed. Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more components than we need. 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 in the future:
 
 	•	 	New markets in which we participate may grow quickly, which may make it difficult to quickly obtain significant component capacity	
 
 	•	 	As we acquire companies and new technologies, we may be dependent, at least initially, on unfamiliar supply chains or relatively small supply partners	
 
 	•	 	We face competition for certain components, which are supply-constrained, from existing competitors and companies in other markets	
Manufacturing capacity and component supply constraints, including those caused by any possible disruption related to our recently completed implementation of the lean manufacturing model, could be significant issues for us. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to improve manufacturing lead-time performance and to help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. 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 with contract manufacturers and suppliers, see Note 8 to the Consolidated Financial Statements.
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; a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs; or a decrease in demand for our 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 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 used, 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 supply of our products and on our operating results. Financial problems of contract manufacturers on whom we rely, or reservation of manufacturing capacity by other companies, inside or outside of our industry, could either limit supply or increase costs.
Our key manufacturing facilities for Scientific-Atlanta’s products are located in Juarez, Mexico, and we may be materially and adversely affected by any prolonged disruption in the operation of this facility.
THE MARKETS IN WHICH WE COMPETE ARE INTENSELY COMPETITIVE, WHICH COULD ADVERSELY AFFECT OUR REVENUE GROWTH
The markets in which we compete are characterized by rapid change, converging technologies, and a migration to networking solutions that offer relative advantages. These market factors represent a competitive threat to us. We compete with numerous vendors in each product category. The overall number of our competitors providing niche product solutions may increase. Also, the identity and composition of competitors may change as we increase our activity in our advanced technology markets. As we continue to expand globally, we may see new competition in different geographic regions. In particular, we have experienced price-focused competition from competitors in Asia, especially China, and we anticipate this will continue.
Our competitors include : Alcatel-Lucent; ARRIS Group, Inc.; Aruba Networks, Inc.; Avaya Inc.; Brocade Communications Systems, Inc.; CheckPoint Software Technologies Ltd.; D-Link Corporation; LM Ericsson Telephone Company; Extreme Networks, Inc.; F5 Networks, Inc.; Force 10 Networks, Inc.; Fortinet Inc.; Foundry Networks Inc.; Hewlett-Packard Company; Huawei Technologies Co., Ltd; International Business Machines Corporation; Juniper Networks, Inc.; Meru Networks, Inc.; Microsoft Corporation; Motorola, Inc.; NETGEAR, Inc.; Nortel Networks Corporation; Riverbed Technology, Inc.; Symantec Corporation; and Trapeze Networks, Inc., among others.
 
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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, some of our competitors may have greater resources, including technical and engineering resources, than we do. As we expand into new markets, we will face competition not only from our existing competitors but also from other competitors, including existing companies with strong technological, marketing, and sales positions in those markets. We also sometimes face competition from resellers and distributors of our products. Companies with whom we have strategic alliances in some areas may be competitors in other areas.
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 introduce new products, including products with price-performance advantages	
 
 	•	 	The ability to reduce production costs	
 
 	•	 	The ability to provide value-added features such as security, reliability, and investment protection	
 
 	•	 	Conformance to standards	
 
 	•	 	Market presence	
 
 	•	 	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. Any inability to effectively manage these complicated relationships with customers, suppliers, and strategic alliance partners 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 IF WE FAIL TO PREDICT AND 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 production costs of existing products. We believe the industry is evolving to enable personal and business process collaboration enabled by networked Web 2.0, the technologies that enable user collaboration, as part of the second major phase of the Internet. As such, many of our strategic initiatives and investments are aimed at meeting the requirements that a network capable of multiple party, collaborative interaction would demand, and the investments we have made and our architectural approach are designed to enable networked Web 2.0 and the increased use of the network as the platform for all forms of communications and information technology. 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 developing new products before knowing whether our investments will result in products the market will accept. In particular, if our model of the evolution of networking to collaborative systems does not emerge as we believe it will, or if the industry does not evolve as we believe it will, many of our strategic initiatives and investments may be of no or limited value. Furthermore, we may not execute successfully on that vision because of errors in product planning or timing, technical hurdles that we fail to overcome in a timely fashion, or a lack of appropriate resources. This could result in competitors providing those solutions before we do and loss of market share, net sales, and earnings. The success of new products depends 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, or achieve market acceptance of our products or that products and technologies developed by others will not render our products or technologies obsolete or non-competitive. Specifically, the products and technologies that we identify as “emerging technologies,” such as our TelePresence products, or “advanced technologies” may not prove to have the market success we anticipate, and we may not successfully identify and invest in other emerging or advanced technologies.
 
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WE ARE INCREASING OUR INVESTMENT IN ENGINEERING, SALES, SERVICE AND MANUFACTURING ACTIVITIES AND THESE INVESTMENTS MAY ACHIEVE DELAYED, OR LOWER THAN EXPECTED, BENEFITS WHICH COULD HARM OUR OPERATING RESULTS
We intend to continue to add personnel and other resources to our engineering, sales, service, and manufacturing functions as we focus on developing emerging technologies, the next wave of advanced technologies, growing the commercial market segment, capitalizing on our emerging market opportunities, enhancing our evolving support model and increasing our market share gains. We are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.
OUR BUSINESS SUBSTANTIALLY DEPENDS UPON THE CONTINUED GROWTH OF THE INTERNET AND INTERNET-BASED SYSTEMS
A substantial portion of our business and revenue depends on growth and evolution of the Internet and on the deployment of our products by customers who depend on the continued growth and evolution of the Internet. To the extent that an economic slowdown and reduction in capital spending adversely affect spending on Internet infrastructure, we could experience material harm to 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. Because we are a large supplier of networking products, our business, operating results, and financial condition 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.
CHANGES IN INDUSTRY STRUCTURE AND MARKET CONDITIONS COULD LEAD TO CHARGES RELATED TO DISCONTINUANCES OF CERTAIN OF OUR PRODUCTS OR BUSINESSES AND ASSET IMPAIRMENTS
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 dispose of or otherwise exit businesses may result in the recording of special charges, such as inventory and technology-related write-offs, workforce reduction costs, charges relating to consolidation of excess facilities, or claims from third parties who were resellers or users of discontinued products. Our 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. Further, our estimates relating to the liabilities for excess facilities are affected by changes in real estate market conditions. Additionally, we are required to perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances, and future goodwill impairment tests may result in a charge to earnings.
WE HAVE MADE AND EXPECT TO CONTINUE TO MAKE ACQUISITIONS THAT COULD DISRUPT OUR OPERATIONS AND HARM OUR OPERATING RESULTS
Our growth depends upon market growth, our ability to enhance our existing products, and our ability to introduce new products on a timely basis. We intend to continue to address the need to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies, and personnel. Acquisitions involve numerous risks, including the following:
 
 	•	 	Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired companies, particularly companies with large and widespread operations and/or complex products, such as Scientific-Atlanta and WebEx	
 
 	•	 	Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions	
 
 	•	 	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	
 
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 	•	 	Insufficient revenue to offset increased expenses associated with acquisitions	
 
 	•	 	The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans	
Acquisitions may also cause us to:
 
 	•	 	Issue common stock that would dilute our current shareholders’ percentage ownership	
 
 	•	 	Use a substantial portion of our cash resources, as we did in connection with our acquisitions of WebEx and IronPort, or incur debt as we did in February 2006 when we issued and sold $6.5 billion in senior unsecured notes to fund our acquisition of Scientific-Atlanta	
 
 	•	 	Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition	
 
 	•	 	Assume liabilities	
 
 	•	 	Record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges	
 
 	•	 	Incur amortization expenses related to certain intangible assets	
 
 	•	 	Incur tax expenses related to the post-acquisition integration of purchased intangible assets into our intercompany R&D cost sharing arrangement	
 
 	•	 	Incur large and immediate write-offs and restructuring and other related expenses	
 
 	•	 	Become subject to intellectual property or other litigation	
Mergers and acquisitions of high-technology companies are inherently risky and subject to many factors outside of our control, 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 could materially harm our business and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products and technologies to a failure 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 preacquisition due diligence will have identified all possible issues that might arise with respect to such products.
From time to time, we have made acquisitions that resulted 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. In addition, our effective tax rate for future periods is uncertain, and could be impacted by mergers and acquisitions. Risks related to new product development also apply to acquisitions. Please see the risk factors above, including the risk factor entitled “We depend upon the development of new products and enhancements to existing products, and if we fail to predict and respond to emerging technological trends and customers’ changing needs, our operating results and market share may suffer” for additional information.
ENTRANCE INTO NEW OR DEVELOPING MARKETS EXPOSES US TO ADDITIONAL COMPETITION AND WILL LIKELY INCREASE DEMANDS ON OUR SERVICE AND SUPPORT OPERATIONS
As we focus on new market opportunities—for example, storage; wireless; security; and transporting data, voice, and video traffic across the same network, and other advanced technologies and emerging technologies —we will increasingly compete with large telecommunications equipment suppliers as well as startup companies. Several of our 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, especially in the Emerging Markets theater. Demand for these types of service, support 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, support and financing by us may result in a delay in the timing of revenue recognition. In addition, entry into other markets, including our entry into the consumer market, has subjected and will subject us to additional risks, particularly to those markets, including the effects of general market conditions and reduced consumer confidence.
 
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PRODUCT QUALITY PROBLEMS COULD LEAD TO REDUCED REVENUE, GROSS MARGINS, AND NET INCOME
We produce highly complex products that incorporate leading-edge technology, including both hardware and software. Software typically contains bugs that can unexpectedly interfere with expected operations. There can be no assurance that our preshipment testing programs will be adequate to detect all defects, either ones in individual products or ones that could affect numerous shipments, which might interfere with customer satisfaction, reduce sales opportunities, or affect gross margins. In the past, we have had to replace certain components and provide remediation in response to the discovery of defects or bugs in products that we had shipped. Although the cost of such remediation has not been material in the past, there can be no assurance that such a remediation, 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, temporary or permanent withdrawal from a product or market, damage to our reputation, inventory costs, or product reengineering expenses, any of which could have a material impact on our revenue, margins, and net income.
INDUSTRY CONSOLIDATION MAY LEAD TO INCREASED COMPETITION AND MAY HARM OUR OPERATING RESULTS
There has been a trend toward industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. 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 our operating results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the service 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 composed of more numerous participants.
DUE TO THE GLOBAL NATURE OF OUR OPERATIONS, POLITICAL OR ECONOMIC CHANGES OR OTHER FACTORS IN A SPECIFIC COUNTRY OR REGION COULD HARM OUR OPERATING RESULTS AND FINANCIAL CONDITION
We conduct significant sales and customer support operations in countries outside of the United States, maintain a manufacturing facility for a substantial portion of our video systems products in Juarez, Mexico, and also depend on non-U.S. operations of our contract manufacturers and our distribution partners. Recently our Emerging Markets theater has been the fastest growing of our business segments, and our growth depends in part on our continuing to increase sales into this theater. Our future results could be materially adversely affected by a variety of uncontrollable and changing factors relating to our operations outside the United States, any or all of which could have a material adverse effect on our operating results and financial condition, including, among others, foreign currency exchange rates; political or social unrest, economic instability or natural disasters in a specific country or region; environmental and trade protection measures and other regulatory requirements, which may affect our ability to import our products to, export our products from, or sell our products in various countries; political considerations that affect service provider and government spending patterns; health or similar issues, such as a pandemic or epidemic; difficulties in staffing and managing international operations; and adverse tax consequences, including imposition of withholding or other taxes on payments by subsidiaries.
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 typical payment terms of 30 days 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 customer loan financing arrangements until cash payments are received.
Our exposure to the credit risks relating to our financing activities described above may increase if there is an economic slowdown. Although we have programs in place that are designed 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 additional losses will not be incurred. 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 distributors and retail partners. These distributors and retail partners are generally given business terms that allow them to return a
 
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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 business terms. However, distributors 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. Additionally, to the degree that the recent turmoil in the credit markets makes it more difficult for some customers to obtain financing, those customers’ ability to pay could be adversely impacted, which in turn could have a material adverse impact on our business, operating results and financial condition.
WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES THAT 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 foreign currency exchange rates. These exposures may change over time as business practices evolve, and they 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 that we must purchase components in foreign currencies.
Currently, we enter into foreign exchange forward contracts to reduce the short-term impact of foreign currency fluctuations on certain foreign currency receivables, investments, and payables. In addition, we periodically hedge anticipated foreign currency cash flows. Our attempts to hedge against these risks may not be successful, resulting in an adverse impact on our net income.
OUR PROPRIETARY RIGHTS MAY PROVE DIFFICULT TO ENFORCE
We generally rely on patents, copyrights, trademarks, and trade secret laws to establish and maintain proprietary rights in our technology and products. Although we have been issued numerous patents and other patent applications are currently pending, there can be no assurance that any of these patents or other proprietary rights will not be challenged, invalidated, or circumvented or that our rights will, in fact, provide competitive advantages to us. Furthermore, many key aspects of networking technology are governed by industrywide standards, which are usable by all market entrants. In addition, there can be no assurance that patents will be issued from pending applications or that claims allowed on any 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. The 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. Although 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 other than by patent rights) in a market, we may find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time, and effort required to create innovative products that have enabled us to be successful.
WE MAY BE FOUND TO INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS
Third parties, including customers, have in the past and may in the future assert claims or initiate litigation related to 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 or even possible to determine in advance whether a product or any of its components infringes or will infringe on the patent rights of others. The asserted claims and/or initiated litigation can include claims 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, or that our indemnification by our suppliers will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or other intellectual property claim made against us by any third party is successful, if we are required to indemnify a customer with respect to a claim against the customer, 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.
Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions, as we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement risks. Further, in the past, third parties have made infringement and similar claims after we have acquired technology that had not been asserted prior to our acquisition.
 
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WE RELY ON THE AVAILABILITY OF THIRD-PARTY LICENSES
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.
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 IP, encryption technology, sales taxes on Internet product sales, and access charges for Internet service providers. 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.
CHANGES IN TELECOMMUNICATIONS REGULATION AND TARIFFS COULD HARM OUR PROSPECTS AND FUTURE SALES
Changes in telecommunications requirements, or regulatory requirements in other industries in which we operate, in the United States or other countries could affect the sales of our products. In particular, we believe that there may be future changes in U.S. telecommunications regulations 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.
FAILURE TO RETAIN AND RECRUIT KEY PERSONNEL 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. Competition for these personnel is intense, especially in the Silicon Valley area of Northern California. Stock option grants are designed to reward employees for their long-term contributions and provide incentives for them to remain with us. Volatility, lack of positive performance in our stock price, or changes to our overall compensation program, including our stock incentive program, resulting from the adoption of SFAS 123(R) or otherwise, may also adversely affect our ability to retain key employees. As a result of one or more of these factors, we may increase our hiring in geographic areas outside the United States, which could subject us to additional geopolitical and exchange rate risk. 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.
ADVERSE RESOLUTION OF LITIGATION OR GOVERNMENTAL INVESTIGATIONS 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. In addition, Brazilian authorities are investigating certain employees of our Brazilian subsidiary and certain employees of a Brazilian importer of our products relating to the allegation of evading import taxes and other alleged improper transactions involving the subsidiary and the importer. We are conducting a thorough review of the matter. To date, the Brazilian authorities have not asserted a claim against us. An unfavorable resolution of a particular lawsuit or governmental investigation could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the matters in which we are involved, see Item 1, “Legal Proceedings,” contained in Part II of this report.
 
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CHANGES IN OUR PROVISION FOR INCOME TAXES OR ADVERSE OUTCOMES RESULTING FROM EXAMINATION OF OUR INCOME TAX RETURNS COULD ADVERSELY AFFECT OUR RESULTS
Our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries which have lower tax rates and higher than anticipated in countries which have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit laws; by transfer pricing adjustments including the post-acquisition integration of purchased intangible assets from certain acquisitions into our intercompany R&D cost sharing arrangement; by tax effects of share-based compensation; by costs related to intercompany restructurings; or by changes in tax laws, regulations, accounting principles, including accounting for uncertain tax positions, or interpretations thereof. Significant judgment will be required to determine the recognition and measurement attribute prescribed in FIN 48. In addition, FIN 48 applies to all income tax positions, including the potential recovery of previously paid taxes, which if settled unfavorably could adversely impact our provision for income taxes or additional paid-in capital. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates, and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes. In addition, we are subject to the continuous 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. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.
OUR BUSINESS AND OPERATIONS ARE ESPECIALLY SUBJECT TO THE RISKS OF EARTHQUAKES, FLOODS, AND OTHER NATURAL CATASTROPHIC EVENTS
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, a certain number of our facilities, including one of our manufacturing facilities, are located near rivers that have experienced flooding in the past. A significant natural disaster, such as an earthquake, a hurricane, or a flood, could have a material adverse impact on our business, operating results, and financial condition.
MAN-MADE 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. Efforts to limit the ability of malicious third parties to disrupt the operations of the Internet or undermine our own security efforts may meet with resistance. In addition, 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 the economies of the United States and other countries and create further uncertainties or otherwise materially harm our business, operating results, and financial condition. Likewise, events such as widespread blackouts could have similar negative impacts. 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; 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 our Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax. Part of this portfolio includes equity investments in publicly traded companies, the values of which are subject to market price volatility to the extent unhedged. If the public equities market declines, we may recognize in earnings the 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 the section titled “Quantitative and Qualitative Disclosures About Market Risk” included in this report and in our Annual Report on Form 10-K for the year ended July 28, 2007. Our investments in private companies are subject to risk of loss of investment capital. These investments are inherently risky because the markets 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.
IF WE 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
 
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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 ARE REQUIRED TO RECOGNIZE EXPENSE FOR SHARE-BASED COMPENSATION, AND THERE IS NO ASSURANCE THAT THE EXPENSE THAT WE ARE REQUIRED TO RECOGNIZE MEASURES ACCURATELY THE VALUE OF OUR SHARE-BASED PAYMENT AWARDS, AND THE RECOGNITION OF THIS EXPENSE COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE
On July 31, 2005, we adopted SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based compensation based on estimated fair values. As a result, starting with fiscal 2006, our operating results contain a charge for share-based compensation expense. This charge is in addition to share-based compensation expense we recognized prior to fiscal 2006 related to acquisitions and investments. The application of SFAS 123(R) requires the use of an option-pricing model to determine the fair value of share-based payment awards. This determination of fair value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion the existing valuation models may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.
As a result of the adoption of SFAS 123(R), beginning with fiscal 2006, our earnings were lower than they would have been had we not been required to adopt SFAS 123(R). This will continue to be the case for future periods. We cannot predict the effect that this adverse impact on our reported operating results will have on the trading price of our common stock.
OUR STOCK PRICE MAY BE VOLATILE
Historically, 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 investment community about our strategic position, financial condition, results of operations, business, security of our products or significant transactions can cause changes in our 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 and the announcement of proposed and completed acquisitions or other significant transactions, or any difficulties associated with such transactions, by us or our current or potential competitors, may materially adversely affect the market price of our common stock in the future. Additionally, volatility, lack of positive performance in our stock price or changes to our overall compensation program including our stock incentive program may adversely affect our ability to retain key employees, virtually all of whom are compensated, in part, based on the performance of our stock price.
WE HAVE ISSUED $6.5 BILLION OF SENIOR UNSECURED NOTES, AND THERE CAN BE NO ASSURANCE THAT OUR OPERATING RESULTS AND FINANCIAL CONDITION WILL NOT BE ADVERSELY AFFECTED
We have issued senior unsecured notes in an aggregate principal amount of $6.5 billion that mature at specific dates in 2009, 2011 and 2016. The notes that mature in 2009 bear floating-rate interest payable quarterly while the notes that mature in 2011 and 2016 bear fixed-rate interest payable semi-annually. We have entered into certain interest rate swaps to, in effect, convert the interest rates of the fixed interest notes into floating-rates based on LIBOR. Higher short-term interest rates would accordingly result in increased interest expense. While we presently mitigate this risk by investing a portion of our interest-bearing assets in instruments with similar interest rate characteristics as the swapped debt, there can be no assurance that we will maintain a matched portfolio in the future. The instruments governing the notes contain certain covenants applicable to us and our subsidiaries that may adversely affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. We had not previously undertaken substantial amounts of debt for borrowed money. There can be no assurance that our incurrence of this debt will be a better means of providing liquidity to us than would our use of our existing cash resources, including cash currently held offshore. Further, we cannot be assured that our maintenance of this indebtedness will not adversely affect our operating results or financial condition. In addition, changes by any rating agency to our credit rating can negatively impact the value and liquidity of both our debt and equity securities.
 
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 Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	
 
(a)	None.	
 
(b)	None.	
 
(c)	Issuer Purchases of Equity Securities (in millions, except per-share amounts)	

Period	  	Total
Number of
Shares
Purchased
(1)	  	Average
Price Paid
per Share
(1)	  	Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (2)	  	Approximate Dollar
Value of Shares That
May Yet Be
Purchased Under the
Plans or Programs (2)	
July 29, 2007 to August 25, 2007	  	47	  	$	30.41	  	47	  	$	7,335	
August 26, 2007 to September 22, 2007	  	22	  	$	31.75	  	22	  	$	6,657	
September 23, 2007 to October 27, 2007	  	27	  	$	32.42	  	27	  	$	5,771	
	  	 	  			  	 	  			
Total	  	96	  	$	31.28	  	96	  			

(1) 	Includes approximately 400,000 shares repurchased to satisfy tax withholding obligations that arise on the vesting of shares of restricted stock and restricted stock units.	

(2) 	On September 13, 2001, we announced that our Board of Directors had authorized a stock repurchase program. As of October 27, 2007, our Board of Directors had authorized the repurchase of up to $52 billion of common stock under this program. During the first quarter of fiscal 2008, we repurchased and retired 96 million shares of our common stock at a weighted-average price of $31.28 per share for an aggregate purchase price of $3.0 billion. As of October 27, 2007, we had repurchased and retired 2.3 billion shares of our common stock at a weighted-average price of $19.89 per share for an aggregate purchase price of $46.2 billion since inception of the stock repurchase program, and the remaining authorized amount for stock repurchases under this program was $5.8 billion with no termination date. In addition, on November 15, 2007, our Board of Directors authorized the repurchase of up to an additional $10 billion of our common stock with no termination date.	
 
 Item 3.	Defaults Upon Senior Securities	
None.
 
 Item 4.	Submission of Matters to a Vote of Security Holders	
None.
 
 Item 5.	Other Information	
None.
 
 Item 6.	Exhibits	
The following documents are filed as Exhibits to this report:

10.1	  	Credit Agreement dated as of August 17, 2007, by and among Cisco Systems, Inc. and Lenders party thereto, and Bank of America, N.A., as administration agent, swing line lender and an L/C issuer (incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 000-18225) filed on August 17, 2007)	
		
10.2	  	Cisco Systems, Inc. 2005 Stock Incentive Plan (including related forms of agreements) (incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 000-18225 filed on November 19, 2007)	
		
10.3	  	Cisco Systems, Inc. Employee Stock Purchase Plan	
		
10.4	  	Cisco Systems, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.2 of Form 8-K (File No. 000-18225) filed on November 19, 2007)	
		
10.5	  	International Assignment Agreement dated as of November 19, 2007 by and between Cisco Systems, Inc. and Wim Elfrink	
		
31.1	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	
		
31.2	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer	
		
32.1	  	Section 1350 Certification of Principal Executive Officer	
		
32.2	  	Section 1350 Certification of Principal Financial Officer	
 
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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 19, 2007	 	By	 	/s/ Dennis D. Powell	
	 		 		 	Dennis D. Powell, Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and duly authorized signatory)	
 
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EXHIBIT INDEX

EXHIBIT NO.	  	 	
10.1	  	Credit Agreement dated as of August 17, 2007, by and among Cisco Systems, Inc. and Lenders party thereto, and Bank of America, N.A., as administration agent, swing line lender and an L/C issuer (incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 000-18225) filed on August 17, 2007)	
		
10.2	  	Cisco Systems, Inc. 2005 Stock Incentive Plan (including related forms of agreements) (incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 000-18225 filed on November 19, 2007)	
		
10.3	  	Cisco Systems, Inc. Employee Stock Purchase Plan	
		
10.4	  	Cisco Systems, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.2 of Form 8-K (File No. 000-18225) filed on November 19, 2007)	
		
10.5	  	International Assignment Agreement dated as of November 19, 2007 by and between Cisco Systems, Inc. and Wim Elfrink	
		
31.1	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	
		
31.2	  	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer	
		
32.1	  	Section 1350 Certification of Principal Executive Officer	
		
32.2	  	Section 1350 Certification of Principal Financial Officer	
 
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EXHIBIT 10.3
CISCO SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective as of June 25, 2007)
 
I.	PURPOSE	
The Cisco Systems, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide eligible employees of the Company and one or more of its Corporate Affiliates with the opportunity to acquire a proprietary interest in the Company through participation in a plan designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code (the “Code”).
All share numbers in this June 2007 amendment and restatement reflect all splits of the Stock effected through March 22, 2000, including (i) the three (3)-for-two (2) split of Stock effected on December 16, 1997, (ii) the three (3)-for-two (2) split of Stock effected on September 15, 1998, (iii) the two (2)-for-one (1) split of Stock effected on June 21, 1999, and (iv) the two (2)-for-one (1) split of Stock effected on March 22, 2000.
The Plan became effective on the designated Effective Date and was approved by the Company’s shareholders in January 1990. The shareholders approved a 15,000,000 share increase to the Plan on November 13, 1997. When adjusted for all forward splits of the Stock effected through March 22, 2000, such approved share increase now represents 135,000,000 shares of Stock. Forward splits of the Stock have also resulted in an increase in the remaining number of shares of Stock purchasable under the Plan (as per Section VI(b)). The Board also approved a 100,000,000 share increase to the Plan on September 9, 2003, which increase was approved by the shareholders at the 2003 Annual Meeting. When combined with the November 13, 1997 135,000,000 share addition to the Plan (adjusted on a forward stock split basis) and the September 9, 2003 100,000,000 share addition to the Plan, the total number of shares of Stock which may be issued over the term of the Plan has been increased to 321,400,000 shares.
 
II.	DEFINITIONS	
For purposes of administration of the Plan, the following terms shall have the meanings indicated:
Board means the Board of Directors of the Company.

Cisco Entity means the Company or any person or entity controlling, controlled by or under common control with the Company or any person or entity with which joint enterprises are carried on or in which the Company has an interest.
Company means Cisco Systems, Inc., a California corporation, and any corporate successor to all or substantially all of the assets or voting stock of Cisco Systems, Inc. which shall by appropriate action adopt the Plan.
Corporate Affiliate means any company which is either the parent corporation or a subsidiary corporation of the Company (as determined in accordance with Section 424 of the Code), including any parent or subsidiary corporation which becomes such after the Effective Date.
Effective Date means January 1, 1990; provided , however, that any Corporate Affiliate which becomes a Participating Company in the Plan after January 1, 1990 shall designate a subsequent Effective Date with respect to its employee-Participants.
Eligible Earnings means (i) the regular basic earnings paid to a Participant by one or more Cisco Entities, (ii) any salary deferral contributions made on behalf of the Participant to a Code Section 401(k) Plan, Code Section 125 Plan or any nonqualified deferred compensation plan plus (iii) overtime payments, bonuses and commissions. There shall be excluded from the calculation of Eligible Earnings: (I) all distributions from profit-sharing, nonqualified deferred compensation, welfare benefits and other employee benefit plans and other incentive-type payments and (II) all contributions (other than salary deferral contributions made to a Code Section 401(k) Plan, Code Section 125 Plan, or any nonqualified deferred compensation plan) made by the Company or any other Cisco Entity for the Participant’s benefit under any employee benefit or welfare plan now or hereafter established.
Employee means any person employed by the Company or any other Participating Company who receives earnings considered wages under Section 3401(a) of the Code from the Company or any other Cisco Entity.
Participant means any Employee of a Participating Company who is actively participating in the Plan.
Participating Company means the Company and such Corporate Affiliate or Affiliates as may be designated from time to time by the Board.
Stock means shares of the common stock of the Company.
Sub-Plan means the Company’s International Employee Stock Purchase Plan, as amended.
 
III.	ADMINISTRATION	
The Plan shall be administered by the Board or by a committee (the “Committee”) comprised of at least two or more Board members appointed from time to time by the Board.
 
2

The Plan Administrator (whether the Board or the Committee) shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Section 423 of the Code. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan.
 
IV.	PURCHASE PERIODS	
(a) Stock shall be offered for purchase under the Plan through a series of successive purchase periods until such time as (i) the maximum number of shares of Stock available for issuance under the Plan and the Sub-Plan shall have been purchased or (ii) the Plan shall have been sooner terminated in accordance with Article IX.
(b) Under no circumstances shall any purchase rights granted under the Plan be exercised, nor shall any shares of Stock be issued hereunder, until such time as (i) the Plan shall have been approved by the Company’s shareholders and (ii) the Company shall have complied with all applicable requirements of the Securities Act of 1933 (as amended), all applicable listing requirements of any securities exchange on which the Stock is listed and all other applicable requirements established by law or regulation.
(c) The Plan shall be implemented in a series of consecutive purchase periods, each to be of such duration (not to exceed twenty-four (24) months per purchase period) as determined by the Plan Administrator prior to the commencement date of the purchase period. Purchase periods may commence at any time as determined by the Plan Administrator, including at quarterly or semi-annual intervals over the term of the Plan. The Plan Administrator will announce the date each purchase period will commence and the duration of that purchase period in advance of the first day of such purchase period.
(d) The Participant shall be granted a separate purchase right for each purchase period in which he/she participates. The purchase right shall be granted on the first day of the purchase period and shall be automatically exercised on the last U.S. business day of that purchase period or any earlier day the purchase right is to be exercised hereunder.
(e) An Employee may participate in only one purchase period at a time. Accordingly, an Employee who wishes to join a new purchase period must withdraw from the current purchase period in which he/she is participating prior to the last day of the current purchase period in which the Employee participates and must also enroll in the new purchase period prior to the start date of that new purchase period at such time and in such manner as the Plan Administrator, in its discretion, requires. The Plan Administrator, in its discretion, may require an Employee who withdraws from one purchase period to wait one full purchase period before re-enrolling in a new purchase period under the Plan.
 
3

V.	ELIGIBILITY AND PARTICIPATION	
(a) Each individual who is an Employee of a Participating Company on the commencement date of any purchase period under the Plan shall be eligible to participate in the Plan for that purchase period. The Plan Administrator may, in its discretion, limit the Employees who are eligible to participate in the Plan to those Employees who are regularly scheduled to work more than twenty (20) hours per week for more than five (5) months per calendar year.
(b) In order to participate in the Plan for a particular purchase period, the Employee must complete the enrollment forms prescribed by the Plan Administrator (including a purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) no later than the day designated by the Plan Administrator in its discretion.
(c) The payroll deduction authorized by a Participant for purposes of acquiring Stock under the Plan may be any multiple of 1% of the Eligible Earnings of the Participant during the period the purchase right remains outstanding, up to a maximum equal to the lesser of (i) 10% of the Participant’s Eligible Earnings per Purchase Right and (ii) 100% of the Participant’s Eligible Earnings that remain after subtracting all other amounts that are to be deducted or withheld from such Eligible Earnings per purchase right. The deduction rate so authorized shall continue in effect for the entire period the purchase right remains outstanding, unless the Participant shall, prior to the end of the purchase period for which the purchase right will remain in effect, reduce such rate by filing the appropriate form with the Plan Administrator (or its designate). The reduced rate shall become effective as soon as practicable following the filing of such form. Payroll deductions, however, will automatically cease upon the termination of the Participant’s purchase right in accordance with Sections VII(d) or (e) below.
 
VI.	STOCK SUBJECT TO PLAN	
(a) The Stock purchasable by Participants under the Plan shall, solely in the Board’s discretion, be made available from either authorized but unissued Stock or from reacquired Stock, including shares of Stock purchased on the open market. The total number of shares which may be issued under the Plan and the Sub-Plan attached hereto as Exhibit B , in the aggregate shall not exceed 321,400,000 shares (subject to adjustment under subparagraph (b) below). Such share reserve has been adjusted for the various forward splits of the Stock which have been effected since the Effective Date and includes the 135,000,000 share increase 1 approved by the shareholders at the 1997 Annual Meeting and the 100,000,000 share increase approved by the Compensation Committee on September 9, 2003 and approved by the shareholders at the 2003 Annual Meeting.
(b) In the event any change is made to the Stock purchasable under the Plan by reason of (I) any merger, consolidation or reorganization or (II) any stock dividend, stock split, recapitalization, combination of shares or other change affecting the outstanding Stock as a class without the Company’s receipt of consideration, then unless such change occurs in

1 	The shareholders originally approved a share increase of 15,000,000 shares, but when recalculated for all forward splits of the Stock effected by March 22, 2000 ( i.e. , the three (3)-for-two (2) split of Stock effected on December 16, 1997, the three (3)-for-two (2) split of Stock effected on September 15, 1998, the two (2)-for-one (1) spilt of Stock effected on June 21, 1999, and the two (2)-for-one (1) split of Stock effected on March 22, 2000), that share increase represents 135,000,000 shares.	
 
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 	connection with a Section VII(k) transaction, appropriate adjustments shall be made by the Plan Administrator to (i) the class and maximum number of shares issuable in the aggregate over the term of the Plan and the Sub-Plan, (ii) the class and maximum number of shares purchasable per Participant on any one purchase date, (iii) the class and maximum number of shares purchasable by any one executive officer over the term of the Plan and (iv) the class and number of shares and the price per share of the Stock subject to each purchase right at the time outstanding under the Plan.	
 
VII.	PURCHASE RIGHTS	
An Employee who participates in the Plan for a particular purchase period shall have the right to purchase Stock upon the terms and conditions set forth below and shall execute a purchase agreement embodying such terms and conditions and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable.
(a) Purchase Price . The U.S. Dollar purchase price per share shall be at least equal to the lesser of (i) 85% of the fair market value per share of Stock on the date on which the purchase right is granted or (ii) 85% of the fair market value per share of Stock on the date the purchase right is exercised. For purposes of determining such fair market value (and for all other valuation purposes under the Plan), the fair market value per share of Stock on any relevant date shall be the closing selling price per share on such date, as officially quoted on the principal exchange on which the Stock is at the time traded or, if not traded on any such exchange, the closing selling price per share of the Stock on such date, as reported on the Nasdaq National Market. If there are no sales of Stock on such day, then the closing selling price for the Stock on the next preceding day for which there does exist such quotation shall be determinative of fair market value.
(b) Number of Purchasable Shares . The number of shares purchasable by a Participant upon the exercise of an outstanding purchase right shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during each purchase period the purchase right remains outstanding by the purchase price in effect for that purchase period. Any remaining amount in the Participant’s account shall be automatically refunded to the Participant. However, the maximum number of shares purchasable by any Participant on any one purchase date shall not exceed 22,500 shares (subject to adjustment under Section VI(b)), and any amount not applied to the purchase of Stock on behalf of a Participant by reason of such limitation shall be refunded to that Participant. In addition, should the Employee be an executive officer of the Company subject to the short-swing profit restrictions of the Federal securities laws, then the maximum number of shares which such Employee may purchase over the term of the Plan shall not exceed 4,320,000 shares (as adjusted for the various forward splits of the Stock effected since the Effective Date and subject to further adjustment under Section VI(b)). Accordingly, no such officer shall be eligible to receive purchase rights for any purchase period if the number of shares which would otherwise be purchasable by such individual for that purchase period would result in the issuance to such individual of shares of Stock in excess of the maximum number of shares purchasable in the aggregate by such individual over the term of the Plan.
 
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Under no circumstances shall purchase rights be granted under the Plan to any Employee if such Employee would, immediately after the grant, own (within the meaning of Code Section 425(d)), or hold outstanding options or other rights to purchase, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its Corporate Affiliates.
In addition, the accrual limitations of Section VIII shall apply to all purchase rights.
(c) Payment . Payment for Stock purchased under the Plan shall be effected by means of the Participant’s authorized payroll deductions. Such deductions shall begin on the first pay day coincident with or immediately following the commencement date of the relevant purchase period and, unless terminated earlier pursuant to Sections VII(d) or (e) below, shall terminate with the pay day ending with or immediately prior to the last day of the purchase period. The amounts so collected shall be credited to the book account maintained by the Company on the Participant’s behalf under the Plan, but no interest shall be paid on the balance from time to time outstanding in such book account. The amounts collected from a Participant may be commingled with the general assets of the Company and may be used for general corporate purposes.
(d) Withdrawal from Purchase Period .
(i) A Participant may withdraw from a purchase period by filing the prescribed notification form with the Plan Administrator (or its designate) on or prior to the date required by the Plan Administrator in its discretion. No further payroll deductions shall be collected from the Participant with respect to that purchase period, and the Participant shall have the following election with respect to any payroll deductions for the purchase period collected prior to the withdrawal date: (A) have the Company refund, in the currency originally collected, the payroll deductions which the Participant made under the Plan during that purchase period or (B) have such payroll deductions held for the purchase of shares at the end of such purchase period. If no such election is made, then such payroll deductions shall automatically be refunded at the end of such purchase period, in the currency originally collected.
(ii) The Participant’s withdrawal from a particular purchase period shall be irrevocable and shall also require the Participant to re-enroll in the Plan (by making a timely filing of a new purchase agreement and payroll deduction authorization) if the Participant wishes to resume participation in a subsequent purchase period.
(e) Termination of Employment/Leave of Absence . Except as provided in Section VII(l) below, if a Participant ceases to remain an Employee while his/her purchase right remains outstanding, then such purchase right shall immediately terminate and all sums previously collected from the Participant during the purchase period in which such termination occurs shall be promptly refunded to the Participant. However, should the Participant die or become permanently disabled while in Employee status or should the Participant cease active service by reason of a leave of absence, then the Participant (or the person or persons to whom the rights of the deceased Participant under the Plan are transferred by will or by the laws of
 
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descent and distribution) shall have the election, exercisable up until the end of the purchase period in which the Participant dies or becomes permanently disabled or in which the leave of absence commences, to (i) withdraw all the funds in the Participant’s payroll account at the time of his/her cessation of Employee status or the commencement of such leave or (ii) have such funds held for the purchase of shares at the end of such purchase period. If no such election is made, then such funds shall automatically be held for the purchase of shares at the end of such purchase period. In no event, however, shall any further payroll deductions be added to the Participant’s account following his/her cessation of Employee status or the commencement of such leave. Should the Participant return to active service (x) within ninety (90) days following the commencement of his/her leave of absence or (y) prior to the expiration of any longer period for which such Participant’s right to reemployment with the Company is guaranteed by statute or contract, then his/her payroll deductions under the Plan shall automatically resume upon his/her return at the rate in effect at the time the leave began, and if a new purchase period begins during the period of the leave, then the Participant will automatically be enrolled in that purchase period at the rate of payroll deduction in effect for him/her at the time the leave commenced, but payroll deductions for that purchase period shall not actually begin until the Participant returns to active service. However, an individual who returns to active employment following a leave of absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new Employee for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date of any subsequent purchase period in which he or she wishes to participate.
For purposes of the Plan: (a) a Participant shall be considered to be an Employee for so long as such Participant remains in the active employ of the Company or any other Participating Company under the Plan, and (b) a Participant shall be deemed to be permanently disabled if he/she is unable, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of at least twelve (12) months, to engage in any substantial gainful employment.
(f) Stock Purchase . The Stock subject to the purchase right of each Participant (other than Participants whose purchase rights have previously terminated in accordance with Sections VII(d) or (e) above) shall be automatically purchased on the Participant’s behalf on the last U.S. business day of the purchase period for which such purchase right remains outstanding. The purchase shall be effected by applying the amount credited to each Participant’s book account, as converted into U.S. Dollars if necessary, on the last U.S. business date of the purchase period to the purchase of whole shares of Stock (subject to the limitations on the maximum number of purchasable shares set forth in Section VII(b)) at the purchase price in effect for such purchase period.
(g) Proration of Purchase Rights . Should the total number of shares of Stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan and the Sub-Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and any amounts credited to the accounts of Participants shall, to the extent not applied to the purchase of Stock, be refunded to the Participants, in the currency originally collected.
 
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(h) Shareholder Rights . A Participant shall have no rights as a shareholder with respect to shares covered by the purchase rights granted to the Participant under the Plan until the shares are actually purchased on the Participant’s behalf in accordance with Section VII(f). No adjustments shall be made for dividends, distributions or other rights for which the record date is prior to the purchase date.
(i) ESPP Broker Account . The shares purchased on behalf of each Participant shall be deposited directly into a brokerage account which the Company shall establish for the Participant at a Company-designated brokerage firm. The account will be known as the ESPP Broker Account. The Plan Administrator may adopt such policies and procedures for the Plan as it determines is appropriate, including policies and procedures regarding the transfer of shares from a Participant’s ESPP Broker Account before those shares have been held for the requisite period necessary to avoid a disqualifying disposition of such shares under the U.S. Federal tax laws.
(j) Assignability . No purchase rights granted under the Plan shall be assignable or transferable by a Participant other than by will or by the laws of descent and distribution, and during the Participant’s lifetime the purchase rights shall be exercisable only by the Participant.
(k) Merger or Liquidation of Company . In the event the Company or its shareholders enter into an agreement to dispose of all or substantially all of the assets or outstanding capital stock of the Company by means of a sale, merger or reorganization in which the Company will not be the surviving corporation (other than a reorganization effected primarily to change the State in which the Company is incorporated, a merger or consolidation with a wholly-owned Subsidiary, or any other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings, regardless of whether the Company is the surviving corporation) or in the event the Company is liquidated, then all outstanding purchase rights under the Plan shall automatically be exercised immediately prior to the consummation of such sale, merger, reorganization or liquidation by applying all sums previously collected from Participants during the purchase period of such transaction to the purchase of whole shares of Stock, subject, however, to the applicable limitations of Section VII(b).
(l) Acquisitions and Dispositions . The Plan Administrator may, in its sole and absolute discretion and in accordance with principles under Section 423 of the Code, create special purchase periods for individuals who become Employees solely in connection with the acquisition of another company or business by merger, reorganization or purchase of assets and may provide for special purchase dates for Participants who will cease to be Employees solely in connection with the disposition of all or a portion of any Participating Company or a portion of the Company, which purchase periods and purchase rights granted pursuant thereto shall, notwithstanding anything stated herein, be subject to such terms and conditions as the Plan Administrator considers appropriate in the circumstances.
 
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VIII. 	ACCRUAL LIMITATIONS	
(a) No Participant shall be entitled to accrue rights to acquire Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (I) Stock rights accrued under other purchase rights outstanding under this Plan and (II) similar rights accrued under other employee stock purchase plans (within the meaning of Section 423 of the Code) of the Company or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand U.S. Dollars (US$25,000) worth of stock of the Company or any Corporate Affiliate (determined on the basis of the fair market value of such stock on the date or dates such rights are granted to the Participant) for each calendar year such rights are at any time outstanding.
(b) For purposes of applying the accrual limitations of Section VIII(a), the right to acquire Stock pursuant to each purchase right outstanding under the Plan shall accrue as follows:
(i) The right to acquire Stock under each such purchase right shall accrue as and when the purchase right first becomes exercisable on the last U.S. business day of each purchase period the right remains outstanding.
(ii) No right to acquire Stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire Twenty-Five Thousand U.S. Dollars (US$25,000) worth of Stock (determined on the basis of the fair market value on the date or dates of grant) pursuant to one or more purchase rights held by the Participant during such calendar year.
(iii) If by reason of the Section VIII(a) limitations, one or more purchase rights of a Participant do not accrue for a particular purchase period, then the payroll deductions which the Participant made during that purchase period with respect to such purchase rights shall be promptly refunded in the currency originally collected.
(c) In the event there is any conflict between the provisions of this Article VIII and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this Article VIII shall be controlling.
 
IX.	AMENDMENT AND TERMINATION	
The Board or the Compensation Committee of the Board may from time to time alter, amend, suspend or discontinue the Plan; provided , however, that no such action shall adversely affect purchase rights at the time outstanding under the Plan; and provided , further , that no such action of the Board or the Compensation Committee may, without the approval of the shareholders of the Company, increase the number of shares issuable under the Plan (other than adjustments pursuant to Sections VI(b) and VII(b)), alter the purchase price formula so as to reduce the purchase price specified in the Plan, or materially modify the requirements for eligibility to participate in the Plan.
 
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X.	GENERAL PROVISIONS	
(a) The Plan shall terminate upon the earlier of (i) January 3, 2010 or (ii) the date on which all shares available for issuance under the Plan and the Sub-Plan shall have been sold pursuant to purchase rights exercised under the Plan and the Sub-Plan.
(b) All costs and expenses incurred in the administration of the Plan shall be paid by the Company.
(c) Neither the action of the Company in establishing the Plan, nor any action taken under the Plan by the Board or the Plan Administrator, nor any provision of the Plan itself shall be construed so as to grant any person the right to remain in the employ of the Company or any Corporate Affiliate for any period of specific duration, and such person’s employment may be terminated at any time, with or without cause.
(d) The provisions of the Plan shall be governed by the laws of the State of California, without resort to that State’s conflicts-of-laws rules.
 
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Exhibit A
Companies Participating in 
Employee Stock Purchase Plan

Exhibit B
CISCO SYSTEMS, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Sub-Plan of the Cisco Systems, Inc. Employee Stock Purchase Plan)
(As Amended and Restated September 9, 2003)
PURPOSE
The Cisco Systems, Inc. International Employee Stock Purchase Plan, a sub-plan of the Cisco Systems, Inc. Employee Stock Purchase Plan (the “Sub-Plan”) is intended to provide eligible employees of the Company’s Foreign Subsidiaries with the opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Company’s common stock at periodic intervals with their accumulated payroll deductions or other approved contributions.
All provisions of this Sub-Plan shall be governed by the U.S. Plan, except as otherwise provided herein.
The Sub-Plan became effective on the designated Effective Date. 
DEFINITIONS
The definitions provided in Article II of the U.S. Plan shall govern the Sub-Plan, except the following terms shall have the meanings indicated:
Code means the U.S. Internal Revenue Code of 1986, as amended.
Corporate Affiliate means any corporation, partnership, joint venture or other business entity in which the Company owns, directly or indirectly, stock or a capital or profit interest and with respect to which the Company possesses the power to direct or cause the direction of the management and policies.
Eligible Earnings means the regular basic earnings paid to a Participant by one or more Foreign Subsidiaries or Cisco Entities, plus overtime payments, bonuses and commissions. There shall be excluded from the calculation of Earnings: (I) all profit-sharing distributions and other incentive-type payments and (II) all contributions made by the Company, its Corporate Affiliates, or any other Cisco Entity for the Participant’s benefit under any employee benefit or welfare plan now or hereafter established.
Effective Date means October 1, 1996; provided, however, that any Foreign Subsidiary which elects, with the approval of the Board, to extend the benefits of this Sub-Plan to its Employees after October 1, 1996 shall designate a subsequent Effective Date with respect to its employee-Participants.

Employee means any person employed by a Foreign Subsidiary who receives Eligible Earnings from the Foreign Subsidiary or any other Cisco Entity.
Foreign Subsidiary shall mean any Corporate Affiliate with non-U.S. Employees which elects, with the approval of the Board, to extend the benefits of this Sub-Plan to its Employees. As of the Effective Date, the Foreign Subsidiaries participating in the Sub-Plan are listed on attached Schedule A.
Participant means any Employee of a Foreign Subsidiary who is actively participating in the Sub-Plan.
U.S. Plan shall mean the Company’s Employee Stock Purchase Plan, as amended.
ADMINISTRATION
The Sub-Plan shall be administered in accordance with the provisions of Article III of the U.S. Plan.
PURCHASE PERIODS
The initial purchase period began on October 1, 1996. Subsequent purchase periods may commence at any time as determined by the Plan Administrator, including at quarterly or semi-annual intervals over the term of the Sub-Plan.
ELIGIBILITY AND PARTICIPATION
Each individual who is an Employee of a Foreign Subsidiary on the commencement date of any purchase period under the Sub-Plan shall be eligible to participate in the Sub-Plan for that purchase period.
In order to participate in the Sub-Plan for a particular purchase period, the Employee must complete the enrollment forms prescribed by the Plan Administrator (including a purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) no later than the day designated by the Plan Administrator in its discretion. However, any Employee of a Foreign Subsidiary who is a participant in the U.S. Plan immediately prior to the Effective Date shall automatically become a Participant in the initial purchase period under the Sub-Plan and such individual’s payroll deductions under the Sub-Plan shall continue at the same rate authorized under the U.S. Plan immediately prior to the Effective Date unless the Participant shall change such rate in accordance with Section V(c) of the U.S. Plan.
STOCK SUBJECT TO THE SUB-PLAN
The Stock purchasable by Participants under the Sub-Plan shall be made available from shares reserved under the U.S. Plan and any shares issued under the Sub-Plan will reduce, on a share-for-share basis, the number of shares of Stock available for subsequent issuance under the U.S. Plan.
 
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PURCHASE RIGHTS
An Employee who participates in the Sub-Plan for a particular purchase period shall have the right to purchase Stock upon the terms and conditions set forth below and shall execute a purchase agreement embodying such terms and conditions and such other provisions (not inconsistent with the Sub-Plan) as the Plan Administrator may deem advisable.
Purchase Price . The U.S. Dollar purchase price shall be determined in accordance with the provisions of Section VII(a) of the U.S. Plan.
Number of Purchasable Shares . The number of shares purchasable by a Participant shall be determined in accordance with the provisions of Section VII(b) of the U.S. Plan.
Payment . Except to the extent otherwise determined by the Plan Administrator, payment for Stock purchased under the Sub-Plan shall be effected by means of the Participant’s authorized payroll deductions. Such deductions shall begin on the first pay day coincident with or immediately following the commencement date of the relevant purchase period and, unless terminated earlier pursuant to Sections VII (e) or (f) below, shall terminate with the pay day ending with or immediately prior to the last day of the purchase period. The amounts so collected shall be credited to the Participant’s individual book account under the Sub-Plan, initially in the currency in which paid by the Foreign Subsidiary until converted into U.S. Dollars. Accordingly, all purchases of Stock under the Sub-Plan are to be made with the U.S. Dollars into which the payroll deductions for the purchase period or other approved contributions have been converted. No interest shall be paid on the balance from time to time outstanding in the book account maintained for the Participant, except as otherwise required by law. The amounts collected from a Participant may be commingled with the general assets of the Company or the Foreign Subsidiary and may be used for general corporate purposes, except as otherwise required by law.
Conversion into U.S. Dollars . For purposes of determining the number of shares purchasable by a Participant, the payroll deductions credited to each Participant’s book account during each purchase period shall be converted into U.S. Dollars on the purchase date for that purchase period on the basis of the exchange rate in effect on such date. The Plan Administrator shall have the absolute discretion to determine the applicable exchange rate to be in effect for each purchase date by any reasonable method (including, without limitation, the exchange rate actually used by the Company for its intra-Company financial transactions for the month of such transfer). Any changes or fluctuations in the exchange rate at which the payroll deductions or other approved contributions collected on the Participant’s behalf are converted into U.S. Dollars on each purchase date shall be borne solely by the Participant.
 
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Withdrawal from Purchase Period . Withdrawal from a purchase period shall be governed in accordance with the provisions of Section VII(e) of the U.S. Plan.
Termination of Employment/Leave of Absence . Except as otherwise provided under Sections VII(g) or (o) below, if a Participant ceases to remain an Employee while his/her purchase right remains outstanding, then such purchase right shall immediately terminate and all sums previously collected from the Participant during the purchase period in which such termination occurs shall be promptly refunded to the Participant in the currency in which paid by the Foreign Subsidiary. However, should the Participant die or become permanently disabled while in Employee status or should the Participant cease active service by reason of a leave of absence, then the Participant (or the person or persons to whom the rights of the deceased Participant under the Sub-Plan are transferred by will or by the laws of descent and distribution) shall have the election, exercisable up until the end of the purchase period in which the Participant dies or becomes permanently disabled or in which the leave of absence commences, to (i) withdraw all the funds in the Participant’s payroll account at the time of his/her cessation of Employee status or the commencement of such leave, with the withdrawn funds to be paid in the same currency in which paid by the Foreign Subsidiary, or (ii) have such funds held for the purchase of shares at the end of such purchase period. If no such election is made, then such funds shall automatically be held for the purchase of shares at the end of such purchase period. In no event, however, shall any further payroll deductions or other contributions be added to the Participant’s account following his/her cessation of Employee status or the commencement of such leave. Should the Participant return to active service (x) within ninety (90) days following the commencement of his/her leave of absence or (y) prior to the expiration of any longer period for which such Participant’s right to reemployment with the Foreign Subsidiary is guaranteed by statute or contract, then his/her payroll deductions under the Sub-Plan shall automatically resume upon his/her return at the rate in effect at the time the leave began, and if a new purchase period begins during the period of the leave, then the Participant will automatically be enrolled in that purchase period at the rate of payroll deduction in effect for him/her at the time the leave commenced, but payroll deductions for that purchase period shall not actually begin until the Participant returns to active service. However, an individual who returns to active employment following a leave of absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new Employee for purposes of subsequent participation in the Sub-Plan and must accordingly re-enroll in the Sub-Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date of any subsequent purchase period in which he or she wishes to participate.
For purposes of the Sub-Plan: (a) a Participant shall be considered to be an Employee for so long as such Participant remains in the active employ of a Foreign Subsidiary, and (b) a Participant shall be deemed to be permanently disabled if he/she is unable, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of at least twelve (12) months, to engage in any substantial gainful employment.
Transfer of Employment . In the event that a Participant who is an Employee of a Foreign Subsidiary is transferred and becomes an employee of the Company during a purchase period under the Sub-Plan, such individual shall continue to remain a Participant in the Sub-Plan, and payroll deductions shall continue to be collected until the next purchase date as if the Participant had remained an Employee of the Foreign Subsidiary.
 
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In the event that an employee of the Company who is a participant in the U.S. Plan is transferred and becomes an Employee of a Foreign Subsidiary during a purchase period in effect under the U.S. Plan, such individual shall automatically become a Participant under the Sub-Plan for the duration of the purchase period in effect at that time under the Sub-Plan and the balance in such individual’s book account maintained under the U.S. Plan shall be transferred as a balance to a book account opened for such individual under the Sub-Plan. Such balance, together with all other payroll deductions or other approved contributions collected from such individual by the Foreign Subsidiary for the remainder of the purchase period under the Sub-Plan (as converted into U.S. Dollars), shall be applied on the next purchase date to the purchase of Stock under the Sub-Plan.
Stock Purchase . The purchase of shares of Stock shall be governed by the provisions of Section VII(f) of the U.S. Plan.
Proration of Purchase Rights . The proration of purchase rights shall be governed by Section VII(g) of the U.S. Plan.
Shareholder Rights . Shareholder rights shall be governed by Section VII(h) of the U.S. Plan.
ESPP Broker Account . The ESPP Broker Account shall be governed by Section VII(i) of the U.S. Plan.
Additional Restrictions on Transfer of Shares to Comply with Local Law . In order to comply with local law (including, without limitation, local securities and foreign exchange laws), the Company may require a Participant to retain the shares purchased on his or her behalf in the Participant’s ESPP Broker Account until the sale of such shares.
Assignability . The assignability of purchase rights shall be governed by Section VII(j) of the U.S. Plan.
Merger or Liquidation of Company . In the event the Company or its shareholders enter into an agreement to dispose of all or substantially all of the assets or outstanding capital stock of the Company by means of a sale, merger or reorganization in which the Company will not be the surviving corporation (other than a reorganization effected primarily to change the State in which the Company is incorporated, a merger or consolidation with a wholly-owned subsidiary, or any other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings, regardless of whether the Company is the surviving corporation) or in the event the Company is liquidated, then all outstanding purchase rights under the Sub-Plan shall automatically be exercised immediately prior to the consummation of such sale, merger, reorganization or liquidation by applying all sums previously collected from Participants during the purchase period of such transaction, as converted into U.S. Dollars, to the purchase of whole shares of Stock, subject, however, to the applicable limitations of Section
 
16

VII(b). Payroll deductions or other approved contributions not yet converted into U.S. Dollars at the time of such transaction shall be converted from the currency in which paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange rate in effect at the time of such transaction, and the applicable limitation on the number of shares of Stock purchasable per Participant shall continue to apply to each purchase. Should the Company sell or otherwise dispose of its ownership interest in any Foreign Subsidiary participating in the Sub-Plan, whether through merger or sale of all or substantially all of the assets or outstanding capital stock of that Foreign Subsidiary, then a similar exercise of outstanding purchase rights shall be effected immediately prior to the effective date of such disposition, but only to the extent those purchase rights are attributable to the Employees of such Foreign Subsidiary.
Acquisitions and Dispositions . The Plan Administrator may, in its sole and absolute discretion, create special purchase periods for individuals who become Employees solely in connection with the acquisition of another company or business by merger, reorganization or purchase of assets and may provide for special purchase dates for Participants who cease to be Employees solely in connection with the disposition of a portion of any Foreign Subsidiary, which purchase periods and purchase rights granted pursuant thereto shall, notwithstanding anything stated herein, be subject to such terms and conditions as the Plan Administrator considers appropriate in the circumstances.
ACCRUAL LIMITATIONS
Accrual limitations are governed by Article VIII of the U.S. Plan. 
AMENDMENT AND TERMINATION
The amendment and termination of the Sub-Plan are governed by Article IX of the U.S. Plan.
GENERAL PROVISIONS
All costs and expenses incurred in the administration of the Sub-Plan shall be paid by the Company or the Foreign Subsidiary.
Neither the action of the Company in establishing the Sub-Plan, nor any action taken under the Sub-Plan by the Board or the Plan Administrator, nor any provision of the Sub-Plan itself shall be construed so as to grant any person the right to remain in the employ of the Company or any Corporate Affiliate for any period of specific duration, and such person’s employment may be terminated at any time, with or without cause.
Additional or different provisions for individual Foreign Subsidiaries may be incorporated in one or more Addenda to the Sub-Plan. Such Addenda shall have full force and effect with respect to the Foreign Subsidiaries to which they apply. In the event of a conflict between the provisions of such an Addendum and one or more other provisions of the Sub-Plan, other than the provisions of Article VIII, the provisions of the Addendum shall be controlling.
 
17

The provisions of the Sub-Plan shall be governed by the laws of the State of California without resort to that State’s conflicts-of-laws rules, unless provided otherwise by the Plan Administrator.
 
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Schedule A
 
EXHIBIT 10.5
[CISCO LETTERHEAD]
November 19, 2007
Wim Elfrink
[ADDRESS]
 
Re:	International Assignment Agreement	
Dear Wim:
I am pleased to confirm your international assignment to India. This letter of agreement outlines the terms and conditions of your international assignment. Your international assignment is also subject to the terms of Cisco’s Long Term International Assignment Policy (the “International Assignment Policy”) and the Tax Equalization Policy as they apply to international assignees generally. However, where an express term of this Agreement and the International Assignment Policy conflict, this Agreement will govern.
Your point of origin is the Netherlands (the “home country”) and your country of reference during your assignment is India (the “host country”). We understand you are a resident of the United States for tax purposes.
This Agreement supersedes and replaces, in its entirety, your previous Agreement of International Assignment from the Netherlands to the United States dated November 9, 2001 and any prior employment agreement except to the extent set forth in Exhibit A or as otherwise required by the laws of the Netherlands.
New Assignment
Your international assignment began on January 3, 2007.
Effective as of August 13, 2007, your job title is Executive Vice President, Customer Advocacy and Chief Globalization Officer. In this capacity, you will report to John Chambers, or his successor(s) and/or designee(s). As the Executive Vice President, Customer Advocacy and Chief Globalization Officer, you will be responsible for such duties and responsibilities as Mr. Chambers or his successor or designee assign. You will be required to travel in India, and/or internationally during your international assignment.

Wim Elfrink
November 19, 2007
Page 2
Term
Although neither this assignment nor this letter alters your status as an at-will employee, it is anticipated that your international assignment will last for up to two to three years. Your international assignment may be extended or shortened if expressly agreed upon in writing by you and Cisco.
Salary and Bonus
You will remain an employee of the home country and be paid on its payroll. Your annual base salary will be EUR 547,275 (USD 750,000 as of August 1, 2007). You will also be eligible to participate in Cisco’s Executive Incentive Plan (“EIP”). Your participation in the EIP will be subject to the terms and conditions of the EIP. Your target bonus percentage under the EIP for fiscal year 2008 will be 125 percent (125%) of your annual base salary.
Your salary and bonuses will be paid to you in Euro from your home country less applicable deductions and withholdings; however, pursuant to the Tax Equalization Policy, you will receive a Host Country Tax Payment to off-set any additional amounts you are required to pay in taxes due to your international assignment on the same basis as other international assignees.
Benefits
Life insurance, business travel accident insurance, retirement plans, disability and healthcare coverage will be provided from the home country while on assignment. For additional information about benefits coverage, please refer to the Benefits section on Cisco’s intranet and access the link to Worldwide Plans. Your vacation entitlements will continue to be governed by the policies in effect for the home country and your PTO accrual will remain unchanged. However, working hours, public holidays and sick leave will follow policies in effect for the host country, India.
Please be aware that in the case of a medical or security emergency, Cisco has contracted with International SOS (“ISOS”) to provide employees working abroad with access to a full range of medical information and emergency services, including medical assistance, international healthcare, security services and outsourced customer care. Additional information about ISOS, is available on Cisco’s intranet at wwwin.cisco.com/employee/benefits/isos.shtml.
Relocation
[                      ] of Cartus has been working with the ART Group (“ART”) and Fragomen, Del Rey, Bernsen & Loewy, LLP (“Fragomen”) to arrange all aspects of your international relocation. To the extent that your relocation is not already completed, [                      ], together with ART and Fragomen will continue to assist you with various details and arrangements, including: passport, visa, and local work permit requirements; housing requirements; transportation to your new location; and shipment of household goods and personal effects.

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Page 3
Cisco has provided relocation assistance to India for you, your spouse and your children, and covered many of the expenses associated with the move. Cisco will continue to provide relocation assistance to India for you, your spouse and your two sons, and cover the following expenses:
 
 	•	 	You and your family will receive a host country cultural orientation and language training to assist with your move.	
On-Going Allowances and Reimbursements
Cisco has adopted a “Balance Sheet Approach” in compensating employees on international assignments, to ensure that assignees can maintain purchasing power similar to that which they would have enjoyed in their home country, assuming the same salary, grade level and family size. Therefore, during your international assignment, you will be entitled to the following allowances or reimbursements to cover additional costs incurred as a result of your international assignment. In addition, any amount of allowance/reimbursement that is not used by you in any given month shall be carried over to the next month(s) and made available to you (in addition to the maximum allowance specified) in the subsequent month(s). Notwithstanding the foregoing, with respect to any allowance/reimbursement that would otherwise be treated as a deferred compensation arrangement under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) if the amount were carried over into a subsequent taxable year, any portion of such allowance/reimbursement that is unused as of each December 31 (including amounts carried over from a prior month in the same calendar year) shall not be carried-over into the next calendar year and made available to you. Cisco will reimburse you for business expenses in accordance with Cisco’s applicable reimbursement policies; however, if you incur any business related travel expenses that are not reimbursed by Cisco under such policies, any of the allowances below may be used to cover such expenses.
Housing Assistance:
Cisco will reimburse the monthly rental payments on the residence that will be leased on your behalf in India. You understand and agree that your host country residence will be used not only as your personal residence, but for business purposes as well, including as a forum to showcase and test Cisco’s technology. The annual cost for this lease is not to exceed INR 24,632,200 (USD 556,932 as of January 3, 2007) with scheduled annual inflation increases pursuant to the signed lease contract.
In order to maintain the property, Cisco has contracted with Epitome services for house maintenance to be paid on your behalf by Cisco. The annual cost of this benefit is not to exceed INR 2,600,000 (USD 58,786 as of January 3, 2007). Cisco will also reimburse you for the cost of domestic household assistance. The annual cost of this benefit is not to exceed INR 710,000 (USD 16,053 as of January 3, 2007).

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For your security and the security of Cisco’s property, Cisco has contracted with a security firm for these services to be paid on your behalf. The annual cost of this benefit is not to exceed INR 1,212,000 (USD 27,403 as of January 3, 2007).
Cisco will continue to provide housing assistance in the United States as it will be necessary for you to return to the United States for business purposes. This housing assistance will be paid from the Netherlands payroll in the monthly amount not to exceed EUR 10,835 (USD 14,845 as of August 1, 2007). Cisco will continue to assist with the costs of utilities in the United States at a cost not to exceed USD 300 per month.
Property Management:
If you elect not to sell or rent your home country residence, Cisco will reimburse you for the costs for property management of that residence in accordance with the International Assignment Policy.
Dependent Education Reimbursement:
Cisco will reimburse you the annual cost of tuition for each of your dependent children attending elementary or secondary school at the host location with a cost not to exceed INR 1,000,000 (USD 22,610 as of January 3, 2007) in the aggregate per school year.
Home Leave Travel Allowance:
Cisco will reimburse you for the cost of airfare for you, your spouse, and your children to return to your home in the Netherlands or to the United States each year. As a guideline, this allowance typically covers three trips per year. The annual cost of this benefit is not to exceed USD 50,000.
Automobile Assistance:
The costs for the rent or purchase two family-style automobiles, the services of two drivers during your international assignment and standard automobile insurance on such two vehicles for you and your spouse will be paid on your behalf by Cisco. The annual cost is not to exceed INR 2,381,800 (USD 53,852 as of January 3, 2007).
In addition, Cisco will continue to pay you the transportation allowance that you were provided in connection with your international assignment to the United States from the Netherlands as it will be necessary for you to return to the United States for business purposes. That allowance shall continue to be paid through payroll in the Netherlands and shall be in the amount of EUR 1,850 (USD 2,535 as of August 1, 2007) each month.
Relocation Payment:
After you have completed your first full year working on international assignment in India, Cisco will pay you a lump sum relocation allowance equal to EUR 27,574 (USD 37,776 as of August

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1, 2007) per year paid through payroll in the Netherlands for relocation, adjustment and transition assistance. The first payment shall be made on or about the one year anniversary of your international assignment and subsequent payments on or about your subsequent annual anniversary dates. This payment shall be in lieu of the Miscellaneous Relocation Payment set forth in the International Assignment Policy.
The assignment allowances will have already been implemented. Please notify [                      ] of Cartus, if you have any questions regarding these payments. In addition, please notify Cartus of any changes in your family size within 30 days while you are on assignment. These changes may affect the structuring of your benefits package or allowances.
Repatriation
Upon completion of your international assignment, Cisco will provide you with relocation assistance related to your move back to the United States. This will include one-way business class travel for you and your qualifying dependents; shipment of household goods and personal effects and temporary living in your home country.
Assuming your international assignment is successful, upon its termination Cisco will attempt to employ you in a position comparable to your then current position and which utilizes the skills and experience you gained during your international assignment. If Cisco is unable to provide you with a position comparable to your then current position, Cisco will attempt to provide you with a position comparable to your position immediately prior to the commencement of your international assignment. Your base salary and target bonuses, in either case, will be at a level commensurate with the position offered. If Cisco is unable to offer you a position, your employment will terminate and Cisco will pay you an amount equal to the sum of (i) one year of your then current annual salary, and (ii) the target annual bonus for your level under the EIP (together the “Severance”). Cisco’s obligation to pay the Severance will be contingent upon your execution and the effectiveness of a release agreement in a form provided by Cisco within 30 days of your “separation from service” from Cisco as that term is defined in Section 409A. This Severance would be in lieu of any entitlement you may have to notice of termination, to pay in lieu of notice of termination, or to any other severance payment from any source. This section supersedes any termination of employment provision of the International Assignment Policy.
Taxes
Your international assignment will be covered by Cisco’s Tax Equalization Policy and you hereby acknowledge that you have accepted all the terms and conditions set forth in Exhibit B. Your pay will be subject to annual hypothetical tax deductions in amounts determined by Ernst & Young (“EY”). Cisco’s philosophy regarding tax equalization is that as an international assignee, you will neither materially gain nor lose from the differences in income and social tax costs between your home and host country, within certain parameters. Tax equalization applies to Cisco equity awards as described in the Tax Equalization Policy. Any Indian Fringe Benefits tax related to your equity income will be handled in the same manner as other international assignees assigned to India. For purposes of tax equalization, your home country will be the

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United States. Cisco has retained EY, an independent tax accounting firm, to provide assistance with the preparation of both your home and local country tax filing obligations and to prepare annual tax equalization calculations. Please contact [                              ] in EY’s Tax Department for any questions.
Fees associated with tax services provided by EY and other tax consulting services, including any services provided by your tax advisor in the Netherlands, shall be paid on your behalf by Cisco not to exceed USD 75,000 per year.
Notwithstanding the foregoing, if this Agreement or any benefit payable to you hereunder is subject to Section 409A and you are a “specified employee” (within the meaning of Section 409A) as of the date you separate from service from Cisco, then any payments scheduled to be made to you pursuant to this Agreement during the first six months following your separation from service shall be delayed and shall accrue interest at the applicable federal rate for such six month period. The delayed payments (and including any accrued interest) shall be paid immediately following the end of the six month delay. In no event shall Cisco be liable for any taxes or penalties imposed under Section 409A with respect to any benefit(s) paid to you pursuant to this Agreement. All reimbursements under this Agreement that are subject to Section 409A shall be made no later than the end of the calendar year next following the calendar year in which the applicable expenses are incurred and the Severance, if any, shall be paid no later than the 15th day of the third month following the year in which your international assignment terminates. Any tax equalization payments shall be paid within the time periods described in Section 1.409A-1(b)(8)(iii) of the Treasury Regulations under Section 409A.
Dispute Resolution
You and Cisco acknowledge and agree that any and all disputes or claims arising from or relating to your recruitment to or employment with Cisco (including but not limited to disputes or claims arising from or relating to this Agreement), or the termination of your employment, will be resolved solely and exclusively pursuant to final and binding arbitration in lieu of any evidentiary hearing before a government agency and/or a court trial before a judge or jury, pursuant to the terms of Cisco’s Arbitration Agreement and Policy, a copy of which can be found at http://wwwin.cisco.com/HR/employee/proprietary_info/agreement2arbitrate.shtml . The agreement to arbitrate means that both you and Cisco have expressly waived any and all rights to a trial before a court or a jury.
General
Cisco’s personnel policies and standards of business apply to your assignment, unless a written exception is provided by a company representative authorized to make that exception or is otherwise set forth in this Agreement.
This Agreement sets forth the entire agreement between you and Cisco regarding your international assignment except that existing agreements with Cisco such as your agreement to arbitrate, your proprietary information and inventions agreement and agreement(s) establishing at-will employment are not superseded by this agreement, unless expressly provided to the contrary herein.

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This Agreement can only be modified by a written document signed in writing by Randy Pond or his successor(s) or designee(s) and approved by the Compensation and Management Development Committee of the Board of Directors. Please note that Cisco reserves the right to unilaterally modify the provisions of this Agreement and/or the documents incorporated herein as legal requirements may dictate, new practices may require or for other reasons at the discretion of Cisco. In the event such modifications are made, notification will be provided to you.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California (except its choice-of-law provisions).
We are excited to have you join our operations in India. If you are in agreement with the terms and conditions of your assignment as outlined in this letter and in the attached policies, please sign the two originals and return one to the person listed below.

BY CISCO SYSTEMS, INC.	 		 		 	APPROVED & ACCEPTED	 		
 
/s/ Randy Pond
 
Randy Pond                            	 	 
November 19, 2007
Date	 		 	 
/s/ Wim Elfrink
 
Wim Elfrink                            	 	 
November 19, 2007
Date	
Executive Vice President, Operations,
Processes and Systems	 		 		 	Executive Vice President, Customer Advocacy and Chief Globalization Officer	 		
				
Return one original to:	 		 	[                      ]	 		
	 		 	Cisco Systems, Inc.	 		
	 		 	170 West Tasman Dr.	 		
	 		 	San Jose, CA 95134	 		
	 		 	United States	 		

EXHIBIT A
 
1.	Termination of the Employee’s home country employment agreement will be subject to a notice period of two (2) months. Notice must be given before the end of a calendar month, in which case the formal notice period will start on the first day of the month following the month during which notice was served.	
 
2.	The Employee shall be entitled to an annual holiday allowance of 8% of the gross annual base salary, payable in the month of May of the current year. If the Employee performed work during only a part of the year, the holiday allowance shall be calculated and paid proportionately.	
 
3.	The Employee shall be entitled to 25 days’ holiday a year, which the Employee shall take in consultation with and after approval by the Employer.	
In principle, accrued holidays must be taken in the calendar year in which they accrue. Excess holidays (i.e., holidays accrued during a certain year which have not been taken during the calendar year in which they accrued) must be taken between 1 January and 1 April of the subsequent calendar year in consultation with the Employer. If, after consultation, the holidays are not taken during the said period, the Employer shall designate the period during which the holidays must be taken. If, in spite of this, the designated holiday period is not taken, the claim to the excess holidays shall lapse.
Upon termination of the employment relationship, the Employee shall not be entitled to any salary over holidays and/or hours which have been taken but which have not yet accrued. The Employee shall be obliged to repay the Employer any salary already received over such holidays and/or hours at the end of the employment relationship.
 
4.	If the Employee is ill or unable to perform work for any other reason, he shall be obliged to inform the Employer thereof on the first day of absence.	
If the Employee is unable to perform his work as a result of illness, he shall remain entitled to 100% of his last earned salary for a period of 52 weeks, unless the illness was caused intentionally by him or ensued from an infirmity in respect of which he intentionally gave the Employer false information when he entered into the employment agreement, in the event he causes an obstruction of or delay in the recovery process, or if the Employee - despite being able to do so - refuses to perform other suitable work for his own Employer or - with the prior approval of the Industrial Insurance Board - for another employer.
The wages will be reduced by:
- the amount of any financial benefit which the Employee receives under any statutorily prescribed insurance or under any insurance or from many fund which was agreed upon in or results from the employment agreement;
- the amount of income earned by the Employee, whether in or outside the employer-employee relationship, from work which he has performed in the period during which the contractually agreed work could have been performed if he had not been prevented from doing so.

If the Employee’s incapacity for work was caused by a third party, the Employer shall not be obliged to pay the Employee’s salary or a supplement to his social security benefits. If, in that case, the Employee can hold a third party liable for loss of income in connection with his incapacity for work, he shall assign his claim against the third party to the Employer, for which he will receive an amount equal to the amount which he would have received if the third party had not been involved in the incapacity for work. The Employer will pay the amount to which the Employee is in that case entitled in monthly installments, the amount of which shall be determined by the Employer.
The Employer will not invoke the provisions contained above, if and insofar as the Employee cannot hold the third party liable.
 
5.	The Employer shall compensate 50% of the Employee’s premium payable for the standard insurance class of the Company’s health insurance plan. The Company does not contribute to the costs of participating in insurance plans other than the Company plan.	
The Employer has taken out accident insurance, i.e. “Cisco’s Worldwide Business Travel Accident Insurance (BTA)”, for the benefit of the Employee.
 
6.	As required, the Employee has joined the employers pension scheme in the Netherlands. Both employee and employer participate in the costs of this scheme. Under the scheme there is an employer contribution for the following pensions: old age pension, survivors pension, orphans pension and occupational disability benefit. By way of example, for fiscal 2007, Cisco’s contribution to this scheme was approximately EUR 135,000 (USD 184,950 as of August 1, 2007). The contribution percentage increases with age and the contribution amount is generally determined as a percentage of certain cash compensation of the employee. Contributions are used to purchase insurance which has a specified minimum guaranteed annual rate of return.	
 
7.	Neither during the employment term nor upon termination of the employment shall the Employee inform any third party in any form, directly or indirectly, of any particulars concerning or related to the business conducted by the Employer or its affiliated companies which he could reasonably have known were not intended for third parties, regardless of the manner in which he learned of the particulars.	
Any violation of the obligation to maintain confidentiality as set forth in the preceding paragraph shall carry a penalty of NLG 10,000, immediately payable by the Employee to the Employer and without prejudice to any other claims which the Employer may have, including the right to full damages.
 
8.	Insofar as the rights specified hereinafter are not vested in the Employer by operation of law on the grounds of the employment relation between the parties, the Employee covenants that he shall transfer and, insofar as possible, hereby transfers to the Employer any rights of whatever nature in or arising from inventions made by the Employee in the discharge of his duties, both in the Netherlands and abroad.	
 
9.	The foregoing provisions on this Exhibit A shall be governed by the laws of the Netherlands.	

EXHIBIT B
CISCO SYSTEMS, INC.
INTERNATIONAL ASSIGNMENT TAX EQUALIZATION POLICY AGREEMENT
I acknowledge having read the Tax Equalization Policy of Cisco Systems, Inc. (“Cisco”), located at http://wwwin.cisco.com/FinAdm/Tax/StockOptions/stock_faq.shtml , and understand the personal impact of the Policy. Any questions concerning this Policy with Cisco have been fully explained to my satisfaction. I accept that all interpretations under this agreement shall be controlled by the Policy of Cisco, which is included as part of this agreement. Cisco shall have the right and privilege at any time it deems necessary and proper to amend, add, or delete provisions to and from this Policy without prior notice.
I understand and agree that all tax positions affecting income, deductions and credits outside the scope of the Policy (i.e., amounts not covered by the Policy) are the responsibility of the employee. Cisco is not liable for any taxes, penalties, or interest resulting from a successful challenge by any tax authority of any item not covered by the Policy.
In addition, I understand the employee is fully responsible for all penalties and interest charges assessed by any tax authority due to the employee’s failure to (1) provide information to Ernst & Young on a timely basis, (2) notify Ernst & Young of any significant personal income or investment transactions, or (3) cooperate with Cisco with respect to the tax equalization process.
I understand and agree that Cisco will reduce my compensation by an estimated hypothetical tax. The estimated hypothetical tax is an amount which approximates my periodic estimated tax deductions calculated with reference to compensation, benefits, deductions and credits otherwise available to me had I remained in my home country, except as otherwise provided in this Policy. In return, Cisco will advance wages that I have not yet earned to assist with the payment of my actual home and host country tax liabilities within the limits prescribed by the Policy.
I understand that these wage advances provided by Cisco for payment of taxes constitutes an obligation by me to Cisco, which will be reconciled with the final liabilities that are Cisco’s responsibility through the annual tax equalization settlement calculation. After completion of the tax equalization settlement statement for each taxable year, I agree to repay any obligation for each taxable year within thirty (30) days. If I fail to repay any obligation to Cisco within thirty (30) days after completion of the tax equalization settlement statement, then, unless Cisco and I have agreed otherwise in writing, Cisco shall have the right to:
 
 	a)	reduce any foreign assignment allowances or reimbursements due to me, and/or	
 
 	b)	reduce future amounts paid to me whether as wages, salary or other compensation for services performed in light of my having received wage advances that I have not yet earned.	
The total obligation will become immediately due and payable if my employment with Cisco or any of its affiliate corporations is terminated, whether voluntarily or involuntarily.

If I fail to furnish tax records in response to a request by Cisco pursuant to the Policy, or cease employment with Cisco or any of its subsidiaries for any reason before the tax records needed to complete the year-end tax equalization settlement statement under the Policy are available, then Cisco shall have the right to calculate such amounts by making reasonable assumptions of probable taxes. If an amount is owed to Cisco, Cisco shall also have the right to require immediate payment of such amount, including the right to reduce future amounts paid to me whether as wages, salary or other compensation for services performed in light of my having received wage advances that I have not yet earned, unless Cisco and I have agreed otherwise in writing.
 
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John T. Chambers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cisco Systems, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 19, 2007

/s/ John T. Chambers	
John T. Chambers
Chairman and Chief Executive Officer
(Principal Executive Officer)	
 
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dennis D. Powell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cisco Systems, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 19, 2007

/s/ Dennis D. Powell	
Dennis D. Powell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
 
Exhibit 32.1
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
I, John T. Chambers, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
 	•	 	the Quarterly Report on Form 10-Q of the Company for the quarter ended October 27, 2007, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 
 	•	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
Date: November 19, 2007

/s/ John T. Chambers	
John T. Chambers
Chairman and Chief Executive Officer
(Principal Executive Officer)	
 
Exhibit 32.2
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
I, Dennis D. Powell, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
 	•	 	the Quarterly Report on Form 10-Q of the Company for the quarter ended October 27, 2007, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 
 	•	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
Date: November 19, 2007

/s/ Dennis D. Powell	
Dennis D. Powell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)