<PAGE> 1
FORM 10-Q
(Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 28, 1996
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 (I.R.S. Employer
incorporation or organization) Identification Number)
170 West Tasman Drive
San Jose, California 95134
(Address of principal executive office and zip code)
(408) 526-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
YES X NO
------- -------
As of March 4, 1996 565,495,276 shares of the Registrant's common stock were
outstanding.
<PAGE> 2
CISCO SYSTEMS, INC.
FORM 10-Q FOR THE QUARTER ENDED JANUARY 28, 1996
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Facing sheet 1
Index 2
Part I. Financial information
Item 1. a) Consolidated balance sheets at January 28, 1996 and July 30, 1995 3
b) Consolidated statements of operations for the three and six month
periods ended January 28, 1996 and January 29, 1995 4
c) Consolidated statements of cash flows for the six month periods
ended January 28, 1996 and January 29, 1995 5
d) Notes to consolidated financial statements 6
Item 2. Management's discussion and analysis of financial
condition and results of operations 8
Part II. Other information 13
Signature 14
Exhibits Exhibit 3.01, Restated Articles of Incorporation
Exhibit 11.01, Computation of net income per share 15
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CISCO SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
January 28, July 30,
1996 1995
----------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 123,823 $ 204,846
Short-term investments 356,482 234,681
Accounts receivable, net of allowance for doubtful
accounts of $15,887 at January 28, 1996 and
$13,305 at July 30, 1995 491,223 384,242
Inventories 221,579 71,160
Deferred income taxes 90,450 75,297
Prepaid expenses and other current assets 52,141 25,743
---------- ----------
Total current assets 1,335,698 995,969
Investments 601,215 403,855
Restricted investments 189,473 173,073
Property and equipment, net 184,601 136,635
Other assets 54,845 47,747
---------- ----------
Total assets $2,365,832 $1,757,279
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 117,513 $ 45,205
Income taxes payable 97,181 71,583
Accrued payroll and related expenses 113,354 84,695
Other accrued liabilities and deferred revenue 185,523 136,273
---------- ----------
Total current liabilities 513,571 337,756
Minority interest 40,933 40,792
Shareholders' equity:
Preferred stock, no par value, 5,000 shares authorized:
none issued or outstanding at January 28, 1996
and July 30, 1995
Common stock, no par value, 1,200,000 shares
authorized:
563,713 shares issued and outstanding at
January 28, 1996 and 544,492 at July 30, 1995 517,454 362,292
Retained earnings 1,189,618 959,657
Unrealized gains on marketable securities 107,831 50,933
Cumulative translation adjustments (3,575) 5,849
---------- ----------
Total shareholders' equity 1,811,328 1,378,731
---------- ----------
Total liabilities and shareholders' equity $2,365,832 $1,757,279
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per-share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Month Ended
---------------------------------------------------
Jan. 28, Jan. 29, Jan. 28, Jan. 29,
1996 1995 1996 1995
---------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Net sales $826,482 $454,897 $1,536,673 $847,822
Cost of sales 277,597 148,204 512,000 276,173
-------- -------- ---------- --------
Gross margin 548,885 306,693 1,024,673 571,649
Operating expenses:
Research and development 73,262 38,118 136,127 68,166
Sales and marketing 146,895 78,454 275,906 146,776
General and administrative 28,826 16,045 54,562 30,960
Purchased research and development 95,760 95,760
-------- -------- ---------- --------
Total operating expenses 248,983 228,377 466,595 341,662
-------- -------- ---------- --------
Operating income 299,902 78,316 558,078 229,987
Interest and other income, net 14,258 7,950 26,077 15,586
-------- -------- ---------- --------
Income before provision for income taxes 314,160 86,266 584,155 245,573
Provision for income taxes 117,810 32,781 219,058 93,318
-------- -------- ---------- --------
Net income $196,350 $ 53,485 $ 365,097 $152,255
======== ======== ========== ========
Net income per share $ .34 $ .10 $ .63 $ .28
======== ======== ========== ========
Shares used in per-share calculation 585,293 557,245 579,137 548,284
======== ======== ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CISCO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------
January 28, January 29,
1996 1995
------------- -------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 365,097 $ 152,255
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 37,127 25,733
Deferred income taxes (18,692) (45,991)
Change in operating assets and liabilities:
Accounts receivable (106,949) (55,531)
Inventories (150,419) (26,973)
Prepaid expenses and other current assets (26,398) (123)
Income taxes payable 102,519 16,803
Accounts payable 72,210 36,110
Accrued payroll and related expenses 28,546 9,304
Other accrued liabilities 30,482 20,076
--------- ---------
Total adjustments (31,574) (20,592)
--------- ---------
Net cash provided by operating activities 333,523 131,663
--------- ---------
Cash flows from investing activities:
Purchases of short-term investments (312,084) (157,052)
Proceeds from sales of short-term investments 105,620 55,738
Maturities of short-term investments 136,355 76,006
Purchases of investments (291,709) (138,019)
Proceeds from sales of investments 130,404 104,575
Purchases of restricted investments (72,348)
Proceeds from sales of restricted investments 42,564
Maturities of restricted investments 15,601
Acquisition of property and equipment (82,049) (55,484)
Acquisition of business, net of cash acquired and
purchased research and development (17,920)
Other (9,437) 18,509
--------- ---------
Net cash used by investing activities (337,083) (113,647)
--------- ---------
Cash flows from financing activities:
Issuance of common stock 44,695 12,995
Repurchase of common stock (112,734) (30,547)
Proceeds from sale of subsidiary stock 40,548
Other (9,424) (338)
--------- ---------
Net cash (used in) provided by financing
activities (77,463) 22,658
--------- ---------
Net (decrease) increase in cash and equivalents (81,023) 40,674
Cash and equivalents, beginning of period 204,846 53,567
--------- ---------
Cash and equivalents, end of period $ 123,823 $ 94,241
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
CISCO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
The Company's fiscal year is the 52 or 53 weeks ending on the last Sunday in
July. Fiscal years 1996 and 1995 are both 52 week years.
Basis of Presentation
The consolidated balance sheet as of January 28, 1996, and the consolidated
statements of operations and cash flows for the periods ended January 28, 1996
and January 29, 1995, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. 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 financial statements and the notes thereto included in
the Company's Annual Report on Form 10-K for the year ended July 30, 1995.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows for the three and six month periods ended
January 28, 1996 and January 29, 1995, have been made. The results of operations
for the period ended January 28, 1996 are not necessarily indicative of the
operating results for the full year.
The July 30, 1995 balance sheet was derived from audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles.
Computation of Net Income Per Share
Net income per common share is computed using the weighted average number of
common and dilutive common equivalent shares outstanding during the period.
Dilutive common equivalent shares consist of stock options.
Recent Accounting Pronouncements
During October 1995, the Financial Accounting Standards Board issued Statement
No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation." This
standard, which establishes a fair value based method of accounting for
stock-based compensation plans, also permits an election to continue following
the requirements of APB Opinion No. 25, "Accounting for Stock Issued to
Employees" with disclosures of pro forma net income and earnings per share under
the new method. The Company is reviewing the implications of SFAS No. 123 and
evaluating the effect, if any, on the financial condition and results of
operations of the Company. SFAS No. 123 will be effective for the Company's
fiscal year 1997.
6
<PAGE> 7
2. BUSINESS COMBINATIONS
In September 1995, the Company acquired Combinet Inc. ("Combinet"), a privately
held manufacturer of remote access networking products. The Company issued
approximately 3,500,000 shares of common stock for all the outstanding stock of
Combinet in a transaction accounted for as a pooling of interests. In addition,
the Company assumed options and warrants to purchase Combinet stock that remain
outstanding as options to purchase approximately 407,000 shares of the Company's
common stock. The historical operations of Combinet are not material to the
Company's consolidated operations and financial position individually and when
aggregated with previous acquisitions, therefore the Company's financial
statements have not been restated.
Additionally, in September 1995, the Company acquired Internet Junction, Inc., a
developer of Internet gateway software that connects desktop users with the
Internet. The Company issued 162,000 shares of stock for the net assets of
Internet Junction in a transaction accounted for as a purchase. Accordingly, the
results of operations of the acquired business and the fair market values of the
acquired assets and liabilities were included in the Company's financial
statements as of the acquisition date. Amounts allocated to goodwill will be
amortized on a straight-line basis over a four year period. A pro forma summary
is not presented as the historical operations of Internet Junction are not
material to the Company's consolidated operations and financial position.
In November 1995, the Company acquired Grand Junction Networks, Inc. ("Grand
Junction") a privately held manufacturer of Fast Ethernet (100BaseT) and
Ethernet desktop switching products. Under the terms of the agreement, the
Company issued approximately 9,180,000 shares of common stock for all the
outstanding stock of Grand Junction in a transaction accounted for as a pooling
of interests. The Company also assumed options to purchase Grand Junction stock
that remain outstanding as options to purchase approximately 737,000 shares of
the Company's common stock. The historical operations of Grand Junction are not
material to the Company's consolidated operations and financial position.
In December 1995, the Company acquired Network Translation, Inc. ("NTI") in a
transaction accounted for as a pooling of interests. NTI develops and sells
address translation and firewall products for use in accessing the Internet.
Financial terms of the transaction are not material to the Company's
consolidated operations and financial position. The historical operations of
NTI are not material to the Company's consolidated operations and financial
position individually and when aggregated with previous acquisitions, therefore
the Company's financial statements have not been restated.
On January 23, 1996, the Company announced the signing of an agreement to
acquire TGV Software Inc ("TGV"). Under the terms of the agreement, two (2)
shares of the Company's common stock will be exchanged for every five (5)
outstanding shares of TGV common stock in a transaction to be accounted for as a
pooling of interests. The agreement is subject to receipt of certain government
approvals and approval by TGV shareholders and is expected to be consummated in
March 1996.
7
<PAGE> 8
3. SHAREHOLDER'S EQUITY
A two-for-one stock split of the Company's common stock was approved by the
Board of Directors on January 23, 1996 payable to shareholders of record on
February 2, 1996 and was effective February 16, 1996. Share and per-share data
for all periods presented have been adjusted to give effect to the two-for-one
stock split.
4. BALANCE SHEET DETAIL
(In thousands)
<TABLE>
<CAPTION>
Inventories: January 28, July 30,
1996 1995
----------- --------
(Unaudited)
<S> <C> <C>
Raw materials $123,271 $33,555
Work in process 56,136 16,913
Finished goods 25,233 9,373
Demonstration systems 16,939 11,319
-------- -------
$221,579 $71,160
======== =======
</TABLE>
5. INCOME TAXES
The Company paid income taxes of $135.3 million for the six months ended January
28, 1996 and $ 122.9 million for the six months ended January 29, 1995. The
Company's income taxes currently payable for both federal and state purposes
have been reduced by the tax benefit from stock option transactions. This
benefit totaled $76.9 million in the first six months of 1996, and was credited
directly to shareholders' equity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Net sales grew from $454.9 million in the second quarter of 1995 to $826.5
million in the second quarter of 1996. Net sales for the first half of 1995 were
$847.8 million, compared to $1,536.7 million in the first half of 1996. The
81.7% increase in net sales between the two three month periods and the 81.2%
increase in net sales between the two six month periods was primarily the result
of increasing unit sales of the Cisco 2500 product family, the Cisco 4500, and
also reflects the market acceptance of new LAN switching products such as the
Catalyst 5000 and also high end routers, primarily the Cisco 7500 product
family. These increases were partially offset by decreasing unit sales of the
Company's older product lines, consisting of the AGS+ and Cisco 4000, as well as
lower average selling prices for the Cisco 7000. Sales to international
customers increased from 42.8% of net sales in the second quarter of 1995, to
51.6% for the second quarter of 1996. International sales in the first six
months of 1996 were 49.9% of net sales compared with 41.0% of net sales for the
same period in 1995. These increases reflect the Company's continued expansion
into new geographic markets and growth in existing European and Asian markets.
Sales growth between the first and second quarters of fiscal 1996 in Asia
exceeded the growth in other international areas.
Gross margins decreased from 67.4% in both the second quarter and the first six
months of 1995 to 66.4% and 66.7% for the second quarter and the first six
months of 1996, respectively. Gross margins were
8
<PAGE> 9
affected by several factors, including higher material costs as a result of
certain component shortages and the continued shift in revenue mix to the
Company's lower margin products consisting primarily of products in the
Company's Access and Workgroup business units. The Company expects this trend of
decreasing gross margins to continue in the future, although quarterly
fluctuations may occur due to certain factors such as component availability,
mix of products sold, manufacturing efficiencies, software content, and warranty
costs.
Research and development expenses increased $35.1 million from the second
quarter of 1995 to the second quarter of 1996, and increased $68.0 million
between the first six months of 1995 and the first six months of 1996. This
represents an increase from 8.4% to 8.9% of net sales in the quarter to quarter
period and from 8.0% to 8.9% of net sales for the first six months of each
fiscal year. The increase reflects the Company's continued commitment to develop
new technologies internally, including the further development of its
CiscoFusion architecture; as well as the acquisition of technologies to bring a
broad range of innovative products to market in a timely fashion. A significant
portion of the increase was due to the addition of new personnel, primarily from
hiring and to a lesser extent through acquisitions, as well as higher material
costs for prototypes and depreciation on new equipment. All of the Company's
research and development costs are expensed as incurred.
Sales and marketing expenses increased $68.4 million between the second quarters
of 1995 and 1996, and $129.1 million from the first six months of 1995 to the
same period of 1996. This represents increases from 17.2% to 17.8% of net sales
in the quarter to quarter period and from 17.3% to 18.0% of net sales for the
first six months of each fiscal year. The increases in these expenses resulted
from an increase in the size of the Company's direct sales force and related
commissions, additional marketing programs to support the launch of new
products, the entry into new markets, both domestic and international, and
expanding distribution channels.
General and administrative expenses rose $12.8 million between the second
quarters of 1995 and 1996, but remained at 3.5% of net sales for each period.
These expenses increased $23.6 million from the first half of 1995 to the first
half of 1996, representing a slight decrease from 3.7% to 3.6% of net sales for
the comparable six month periods. The dollar increase in these expenses was due
primarily to increased personnel costs, costs associated with the structuring
and integration of the Company's various acquisitions (see note 2), as well as
to the amortization of goodwill associated with the acquisition of LightStream
Corporation in fiscal year 1995.
During October 1995, the Financial Accounting Standards Board issued Statement
No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation." This
standard, which establishes a fair value based method of accounting for
stock-based compensation plans, also permits an election to continue following
the requirements of APB Opinion No. 25, "Accounting for Stock Issued to
Employees" with disclosures of pro forma net income and earnings per share under
the new method. The Company is reviewing the implications of SFAS No. 123 and
evaluating the effect, if any, on the financial condition and results of
operations of the Company. SFAS No. 123 will be effective for the Company's
fiscal year 1997.
9
<PAGE> 10
Future Growth Subject to Risks
The Company's operating performance each quarter is subject to various risks and
uncertainties as discussed in the Company's Annual Report on Form 10-K for 1995.
This Report on Form 10-Q should be read in conjunction with such Annual Report,
particularly "Other Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained therein. The Company's
growth is dependent upon market growth and its ability to enhance its existing
products and introduce new products on a timely basis. The Company must also
maintain its ability to manage any such growth effectively. Failure to manage
growth effectively could materially and adversely affect the Company's business
and operating results. The Company's growth and ability to meet customer demand
also depend, in part, on its ability to obtain timely supplies of parts from its
vendors. While lead times for commodity components have improved recently, some
components, particularly proprietary ASIC's and other networking specific
components, continue to be in short supply. An inability to obtain these items
at reasonable prices could have a material and adverse effect on the Company's
growth.
Each year with the exception of fiscal year 1995 and fiscal year 1996 to date,
the Company generally has had one quarter of a fiscal year when backlog has been
reduced. Traditionally, it has been the third quarter. While such a reduction
did not occur in the past 18 months, such reductions are extremely difficult to
predict and may occur in the future. In addition, in response to customer
demand, the Company has, from time to time, reduced its product manufacturing
lead times and its backlog of orders. To the extent that backlog is reduced
during any particular period, it would result in more variability and less
predictability in the Company's quarter-to-quarter net sales and operating
results. Recently, however, the Company's backlog has been increasing. Resulting
lead times for certain parts of its business have seen a corresponding increase.
In particular, in the quarter ended January 28, 1996, backlog of orders
increased. If manufacturing lead times are not reduced, the Company's customers
may cancel, or not place, orders if shorter lead times are available from other
manufacturers.
The Company expects that gross margins may be adversely affected by increases
in material or labor costs, heightened price competition, changes in channels
of distribution or in the mix of products sold. In particular, the Company
broadened its product line by introducing its first network access product in
August 1992. Since that time, sales of these products, which are generally
lower-priced and carry lower gross margins than the Company's core products,
have increased more rapidly than the sales of the core products. The
introduction of the CiscoPro product line during the first quarter of fiscal
year 1996, as well as the increasing growth rates experienced in the switching
markets, may accelerate this trend.
The Company also expects that its operating margins may decrease as it continues
to hire additional personnel and increases other operating expenses to support
its business. The results of operations for the first six months of 1996 are not
necessarily indicative of results to be expected in future periods, and the
Company's operating results may be subject to quarterly fluctuations as a result
of a number of factors. These factors include the integration of people,
operations, and products from acquired businesses and technologies; increased
competition, which the Company expects; the introduction and market acceptance
of new products, including high-speed switching and ATM
10
<PAGE> 11
technologies; variations in sales channels, product costs, or mix of products
sold; the timing of orders and manufacturing lead times; and changes in general
economic conditions, any of which could have an adverse impact on operations and
financial results.
Volatility of Stock Price
The Company's Common Stock has experienced substantial price volatility,
particularly as a result of variations between the Company's actual or
anticipated financial results and the published expectations of analysts and as
a result of announcements by the Company and its competitors. 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
broad market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Company's Common Stock.
LIQUIDITY AND CAPITAL RESOURCES
Cash, short-term investments, and investments increased by $238.1 million from
July 30, 1995 to January 28, 1996, primarily as a result of cash generated by
operations and to a lesser extent through the exercise of employee stock
options. This increase was partially offset by capital expenditures of
approximately $82.0 million and by the repurchase of $112.7 million of common
stock during this time.
Accounts receivable increased 27.8% from July 30, 1995 to January 28, 1996,
primarily as a result of higher sales levels. Days sales outstanding in
receivables improved from 56 days at July 30, 1995 to 54 days at January 28,
1996. Inventories increased 211.4% between July 30, 1995 and January 28, 1996
which was a planned investment necessary to support the higher sales volumes and
desired manufacturing lead times. Additionally, strategic purchases of certain
components in short supply contributed to the increase. As a result, inventory
turnover on an annualized basis decreased from 11.7 turns at July 30, 1995 to
7.0 turns at January 28, 1996.
Accounts payable increased 160.0% from July 30, 1995 to January 28, 1996 because
of increases in capital expenditures, operating expenses, and material purchases
to support the growth in net sales. The 33.8% increase in accrued payroll and
related expenses can be attributed to an increase in personnel during the six
month period. Other accrued liabilities increased by 36.1%, primarily due to
increases in deferred service contracts.
At January 28, 1996, the Company had a line of credit totaling $100.0 million,
which expires April 1998. There have been no borrowings under this agreement.
The Company has entered into certain lease arrangements in San Jose, California,
and Research Triangle Park, North Carolina, where it has established its
headquarters operations and certain research and development and customer
support activities, respectively. In connection with these transactions, the
Company pledged $189.5 million of its investments as collateral for certain
obligations of the leases. The restricted investments balance will continue to
increase as the Company phases in operations at these lease sites.
11
<PAGE> 12
Under the Company's ongoing stock repurchase program, shares are purchased
periodically to meet employee stock plan requirements. During the six months
ended January 28, 1996, the Company purchased and retired approximately 3.0
million shares for an aggregate price of $112.7 million. As of January 28, 1996,
the Company was authorized to repurchase up to an additional 6.8 million shares
of its common stock in the open market or through privately negotiated
transactions. The Company's ability to repurchase shares has been restricted,
and is expected to continue to be restricted from time to time by virtue of
business combinations and limitations imposed under pooling-of-interests
accounting.
The Company's management believes that its current cash and equivalents,
short-term investments, line of credit, and cash generated from operations will
satisfy its expected working capital and capital expenditure requirements
through 1996.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
A two-for-one stock split of the Company's common stock was approved by the
Board of Directors on January 23, 1996 payable to shareholders of record on
February 2, 1996 and declared effective February 16, 1996. Share and per-share
data for all periods presented have been adjusted to give effect to the
two-for-one stock split.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of shareholders was held on November 14, 1995. The
following actions were taken at this meeting:
<TABLE>
<CAPTION>
Affirmative Negative Votes Broker
Votes Votes Withheld Non-Votes
----- ----- -------- ---------
<S> <C> <C> <C> <C>
a. Election of Directors
John T. Chambers 485,616,808 - 851,212 -
Michael S. Frankel 485,694,760 - 773,260 -
James F. Gibbons 485,654,666 - 813,354 -
John P. Morgridge 485,679,768 - 788,252 -
Robert L. Puette 485,637,432 - 830,588 -
Masayoshi Son 485,626,530 - 841,490 -
Donald T. Valentine 485,599,588 - 868,432 -
b. Amendment to the 1987
stock option plan. 375,774,922 47,167,788 2,097,862 61,427,448
c. Ratification of Coopers &
Lybrand L.L.P. as
auditors. 485,476,444 500,696 490,880 -
d. Amendment to the Company's
Restated Articles of
Incorporation 463,522,528 21,998,284 947,208
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.01 The Company's Restated Articles of Incorporation as
currently in effect
11.01 Computation of net income per share
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K during the quarter
ended January 28, 1996. Both of the filings were on December 6,
1995. The items reported on were the acquisitions of Combinet,
Inc. and Grand Junction Networks, Inc.
13
<PAGE> 14
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: March 11, 1996
By /s/ LARRY R. CARTER
--------------------------------
Larry R. Carter, Vice President
Finance, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
14
<PAGE> 1
EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF
CISCO SYSTEMS, INC.
I. The undersigned, Larry R. Carter, hereby certifies that he is and at
all times herein mentioned has been, the duly elected and acting Vice President
and Secretary of Cisco Systems, Inc., a California corporation (the
"Corporation"), and further certifies that:
II. Article IV (A) of the Restated Articles of Incorporation of the
Corporation ("the Restated Articles") is hereby amended to read in its entirety
as follows:
"(A) CLASSES OF STOCK. This corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares that the corporation is
authorized to issue is One Billion Two Hundred Five Million
(1,205,000,000) shares. One Billion Two Hundred Million (1,200,000,000)
shares shall be Common Stock and Five Million (5,000,000) shares shall
be Preferred Stock.
As of February 2, 1996, each share of Common Stock outstanding
is split into two (2) shares of Common Stock."
III. The foregoing Certificate of Amendment has been duly approved by the
Board of Directors of the Corporation.
<PAGE> 2
IV. The foregoing Certificate of Amendment of the Restated Articles of
Incorporation does not require shareholder approval pursuant to Section 902(c)
of the General Corporation Law of the State of California. No shares of
Preferred Stock are outstanding.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment on January 31, 1996.
------------------------------
Larry R. Carter
Vice President and Secretary
The undersigned certifies under penalty of perjury that he has read the
foregoing Certificate of Amendment and knows the contents thereof, and that the
statements therein are true.
Executed at San Jose, California, on January 31, 1996
------------------------------
Larry R. Carter
<PAGE> 1
EXHIBIT 11.01
COMPUTATION OF NET INCOME PER SHARE
IN ACCORDANCE WITH INTERPRETIVE RELEASE NO. 34-9083
(In thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
----------------------- -----------------------
Jan. 28, Jan. 29, Jan. 28, Jan. 29,
1996 1995 1996 1995
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Actual weighted average common shares
outstanding for the period 563,128 537,093 556,844 529,683
Weighted average shares assuming exercise of
employee stock options using average
market price 22,165 20,152 22,293 18,601
-------- -------- -------- --------
Shares used in per-share calculations 585,293 557,245 579,137 548,284
======== ======== ======== ========
Net income applicable to primary income per
share $196,350 $ 53,485 $365,097 $152,255
======== ======== ======== ========
Net income per share based on SEC
Interpretive Release No. 34-9083 $ .34 $ .10 $ .63 $ .28
======== ======== ======== ========
FULLY DILUTED EARNINGS PER SHARE
Actual weighted average common shares
outstanding for the period 563,128 537,093 556,844 529,683
Weighted average shares assuming exercise of
employee stock options using the greater of
ending or average market price 22,738 20,290 23,807 19,579
-------- -------- -------- --------
Shares used in per-share calculations 585,866 557,383 580,651 549,262
======== ======== ======== ========
Net income applicable to fully diluted income
per share $196,350 $ 53,485 $365,097 $152,255
======== ======== ======== ========
Net income per share based on SEC Interpretive
Release No. 34-9083 $ .34 $ .10 $ .63 $ .28
======== ======== ======== ========
</TABLE>
These calculations are submitted in accordance with Securities Exchange Act of
1934 Release No. 34-9083
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS AND
CONSOLIDATED STATEMENT OF CASH FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE
PERIOD ENDING JANUARY 28, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-28-1996
<PERIOD-START> JUL-31-1995
<PERIOD-END> JAN-28-1996
<CASH> 123,823
<SECURITIES> 1,147,470
<RECEIVABLES> 507,110
<ALLOWANCES> 15,887
<INVENTORY> 221,579
<CURRENT-ASSETS> 1,335,698
<PP&E> 324,979
<DEPRECIATION> 140,378
<TOTAL-ASSETS> 2,365,832
<CURRENT-LIABILITIES> 513,571
<BONDS> 0
0
0
<COMMON> 517,454
<OTHER-SE> 1,293,874
<TOTAL-LIABILITY-AND-EQUITY> 2,365,832
<SALES> 1,536,673
<TOTAL-REVENUES> 1,536,673
<CGS> 512,000
<TOTAL-COSTS> 978,595
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 584,155
<INCOME-TAX> 219,058
<INCOME-CONTINUING> 365,097
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 365,097
<EPS-PRIMARY> .63
<EPS-DILUTED> .00
</TABLE>
