Item 2.02.
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Results of Operations and Financial Condition.
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On May 17, 2017, Cisco Systems,
Inc. (Cisco) reported its results of operations for its fiscal third quarter 2017 ended April 29, 2017. A copy of the press release issued by Cisco concerning the foregoing results is furnished herewith as Exhibit 99.1.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of Cisco, whether made
before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The attached exhibit includes non-GAAP net income, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income and margin,
non-GAAP effective tax rates, and non-GAAP net income per share data for the periods presented. It also includes future estimated ranges for gross margin, operating margin, tax provision rate and EPS on a non-GAAP basis.
These non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting
principles, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Cisco believes that non-GAAP measures have limitations in
that they do not reflect all of the amounts associated with Ciscos results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Ciscos results of operations in conjunction with the
corresponding GAAP measures.
Cisco believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding
GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations.
For its internal budgeting process, Ciscos management uses financial statements that do not include, when applicable, share-based
compensation expense, amortization of acquisition-related intangible assets, acquisition-related/divestiture costs, significant asset impairments and restructurings, significant litigation and other contingencies (such as the supplier component
remediation amounts), significant gains and losses on investments, the income tax effects of the foregoing, and significant tax matters. Ciscos management also uses the foregoing non-GAAP measures, in addition to the corresponding GAAP
measures, in reviewing the financial results of Cisco. In prior periods, Cisco has excluded other items that it no longer excludes for purposes of its non-GAAP financial measures. From time to time in the future, there may be other items that Cisco
may exclude for purposes of its internal budgeting process and in reviewing its financial results.
Cisco divested the Customer Premises
Equipment portion of its Service Provider Video Connected Devices business (SP Video CPE Business) during the second quarter of fiscal 2016 on November 20, 2015. The attached exhibit includes, where indicated, financial measures
that exclude the SP Video CPE Business. Cisco believes that the presentation of these measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and
projected results of operations because the SP Video CPE Business is no longer part of and will not be part of Cisco on a go forward basis. Ciscos management also uses the financial measures excluding the SP Video CPE Business in reviewing the
financial results of Cisco.
As described above, Cisco excludes the following items from one or more of its non-GAAP measures
when applicable:
Share-based compensation expense.
These expenses consist primarily of expenses for employee restricted stock and
restricted stock units, employee stock options, and employee stock purchase rights, including such expenses associated with acquisitions. Cisco excludes share-based compensation expense from its non-GAAP measures primarily because they are non-cash
expenses and Cisco believes that it is useful to investors to understand the impact of share-based compensation to its results of operations.
Amortization of acquisition-related intangible assets
. Cisco incurs amortization of intangible assets (which may include impairment
charges from the write-downs of purchased intangible assets) in connection with acquisitions. Such intangible assets may include purchased intangible assets with finite lives, capitalized in process research and development and goodwill. Cisco
excludes these items because Cisco does not believe these expenses are reflective of ongoing operating results in the period incurred. These amounts arise from Ciscos prior acquisitions and have no direct correlation to the operation of
Ciscos business.
Acquisition-related/divestiture costs
. In connection with its business combinations, Cisco incurs
compensation expense, changes to the fair value of contingent consideration, as well as professional fees and other direct expenses such as restructuring activities related to the acquired company. In addition, from time to time Cisco enters into
foreign currency transactions related to pending acquisitions, and may incur gains or losses on such transactions. Cisco may also from time to time incur gains or losses from divestitures of a business area as well as professional fees and other
direct expenses associated with such transactions. Cisco excludes such compensation expense, changes to the fair value of contingent consideration, fees, other direct expenses, and gains and losses, as they are related to acquisitions and
divestitures and have no direct correlation to the operation of Ciscos business.
Significant asset impairments and
restructurings
. Cisco from time to time incurs significant asset impairments, restructuring charges, and gains or losses on asset disposals. Cisco excludes these items, when significant, because it does not believe they are reflective of ongoing
business and operating results.
Significant litigation and other contingencies
. Cisco from time to time may incur charges
or benefits related to significant litigation and other contingencies. Cisco excludes these charges or benefits, when significant, because it does not believe they are reflective of ongoing business and operating results.
Significant gains and losses on investments. Cisco
does not actively trade public equity securities and investments in privately held
companies nor does it plan on these investments for funding of ongoing operations, and investments. Cisco excludes gains and losses on these investments, when significant, because it does not believe they are reflective of ongoing business and
operating results.
Income tax effects of the foregoing
. This amount is used to present each of the amounts described above
on an after-tax basis consistent with the presentation of non-GAAP net income.
Significant tax matters. Cisco
may incur tax
charges or benefits in the current period that relate to one or more prior fiscal years as a result of events such as changes in tax legislation, court decisions, and/or tax settlements. Cisco excludes these charges or benefits, when significant,
because it does not believe they are reflective of ongoing business and operating results.
From time to time in the future, there
may be other items that Cisco may exclude if it believes that doing so is consistent with the goal of providing useful information to investors and management.
Cisco will incur share-based compensation expense, amortization of acquisition-related intangible assets, and acquisition-related costs, in
future periods. Significant asset impairments, restructurings, significant litigation and other contingencies, significant gains and losses on investments, and divestiture costs could occur in future periods. Cisco could also be impacted by
significant tax matters in future periods.