News Release

Cisco Systems Reports First Quarter Earnings

SAN JOSE, Calif., November 5, 2001 - Cisco Systems, Inc.,
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SAN JOSE, Calif., November 5, 2001 - Cisco Systems, Inc., the worldwide leader in networking for the Internet, today reported its first quarter results for the period ending October 27, 2001.

Net sales for the first quarter of fiscal 2002 were $4.4 billion, a sequential increase of 3% from the $4.3 billion in net sales for the fourth quarter of fiscal 2001. This compares to $6.5 billion in net sales for the same period last year, a decrease of 32%. Pro forma net income, which excludes the effects of acquisition charges, payroll tax on stock option exercises, net gains (losses) on investments, and an excess inventory benefit, was $332 million or $0.04 per share for the first quarter of fiscal 2002, compared with pro forma net income of $163 million or $0.02 per share for the fourth quarter of fiscal 2001, and $1.4 billion or $0.18 per share for the first quarter of fiscal 2001.

During the first quarter of fiscal 2002, Cisco recorded a non-cash $858 million impairment charge on certain publicly held securities in its investment portfolio. Similar to the reporting treatment of realized gains in the past, Cisco has excluded the impairment charge, and the related tax benefit, from pro forma earnings. Cisco reflects publicly held securities at current market value on its balance sheet, and as such, the economic loss of the current impairment charge was previously recorded in earlier quarters on the balance sheet as an unrealized loss. Accounting rules require that once a decline in value is other than temporary, the company must record a charge to income.

Cisco also completed the acquisitions of Allegro Systems, Inc. and AuroraNetics, Inc. The initial total combined purchase price recorded during the quarter, including assumed liabilities, was approximately $189 million. In addition, Cisco took a one-time charge of $37 million, or approximately $0.01 per share on an after-tax basis, as a write-off of in-process R&D.

Actual net loss for the first quarter of fiscal 2002 was $268 million or $0.04 per share, compared with actual net income of $7 million or $0.00 per share for the fourth quarter of fiscal 2001, and $798 million or $0.11 per share for the same quarter last year.

"Given the very challenging economic and capital spending environment, we were pleased to deliver a solid quarter with good order linearity, sequential revenue growth and profitable market share gains," said John Chambers, President and CEO of Cisco Systems. "We were especially pleased with the size of the market share gains when compared to our industry peers who on average reported sequential revenue decreases in the high teens."

Cisco continues to deliver best-of-breed products across an end-to-end architecture that spans each of its key markets and technology. As a result of its recent reorganization, Cisco is accelerating its innovation and speeding time-to-market by streamlining its marketing and engineering organizations and enabling greater customer satisfaction with its technology solutions.

Cisco's strategy for the service provider customer segment is to deliver reliable and scalable carrier-class IP technology that helps reduce the cost of delivery of service and helps drive new service revenue streams to service providers by connecting them with Cisco's knowledge, understanding and relationships in enterprise and commercial markets. During the first quarter, Cisco maintained the number one market share position in packet-based networking equipment for service providers worldwide. From a technology perspective, Cisco broadened its IP portfolio with significant new product additions for the metro and edge network markets. The new portfolio includes the Cisco 12404 Internet Router -- the smallest footprint 10-Gigabit router in the industry, delivering high bandwidth, reliability, and scalability in the most efficient platform available. Cisco also introduced the Cisco 12000 Series IP Services Engine (ISE), bringing the Cisco 12000 Series to the edge and combining the power of distributed processing with adaptive network processors to enable 10-Gigabit performance at the service provider edge. Finally, Cisco rounded out its IP portfolio with the new Cisco 10720 Internet Router. Coupled with the Cisco 12000 Series Internet Routers and Cisco's resilient packet ring technology, Dynamic Packet Transport (DPT), the Cisco 10720 enables service providers to cost-effectively expand their IP networks into the metro to deliver profitable services, while optimizing existing infrastructure investments and reducing operational complexity. Cisco announced significant service provider customer wins in the IP+Optical and aggregation areas, including Big Pipe, DACOM, Matav, Qwest, Shaanxi Tonghui, and Sigma Networks. Cisco also announced a voice-over-IP deployment at i-Next and cable wins at Axelero and Telia Stofa. In addition, the Cisco 6000 IP DSL Switch was recognized as one of the information industry's most innovative products by the International Engineering Consortium (IEC) InfoVision 2001 Awards.

In the enterprise customer segment, Cisco continues to see widespread adoption of Cisco AVVID (Architecture for Voice, Video and Integrated Data). This quarter, Cisco continued its momentum in the IP telephony arena, announcing its enterprise-class unified messaging solution, Cisco Unity. 3.0, as well as 18 new additions and enhancements to its comprehensive IP telephony portfolio, which consists of software and hardware for IP phones, infrastructure, and IP contact centers. Recent enterprise customers deploying Cisco IP telephony solutions, such as Cray Inc. and H.B. Fuller Company, are using converged voice, video, and data networks to lower total cost of network ownership and maximize their return on investment. In the area of network security solutions, recent threats such as NIMDA and Code Red have elevated customers' awareness of the importance of a comprehensive approach to securing the e-business infrastructure. Cisco continues to enhance its SAFE blueprint with a complete portfolio of solutions that provide in-depth security. This quarter the company announced three key enhancements to its security portfolio with new firewall, intrusion detection system, and virtual private networking (VPN) acceleration capabilities and several new customers such as Volkswagen of America and Major League Soccer. Cisco also continues to see positive momentum in the storage market as customers begin deployments of the industry's first commercially available iSCSI platform, the Cisco SN 5420 Storage Router. Key customers in this area include Komatsu, University of Houston, and Data Peer. Cisco announced certification and interoperability for its storage solutions with 10 key storage vendors including Brocade, Intel, McData, and Veritas. In the areas of next-generation switching and routing, new customer deployments such as Deutsche Telekom, Lehman Brothers, Lockheed Martin, and Motorola demonstrate Cisco's continued leadership with the broadest portfolio of solutions on the market. The company announced enhancements to its Cisco 7000 Series routers including the Cisco 7300, 7603 and 7606. Also announced this quarter was the Cisco CTE 1400 Series Content Transformation Engine, which enables the delivery of content to a wide range of information devices. Cisco also announced and began shipment for the industry's first 10 Gigabit Ethernet module.

In the commercial customer segment, Cisco continued its commitment to helping small and medium-sized businesses (SMBs) and customers in key vertical markets increase their profitability and employee productivity by delivering networking solutions utilizing wireless access products, switches, and integrated communication systems. Also, Cisco continues to see an increase of business professionals who need secure, high-speed access to their corporate networks when they are on the road, at home, or at work through the Cisco Mobile Office program. To accelerate the adoption and availability of high-speed, secure, wireless local area networks (LANs) at the office and in public spaces, Cisco and Toshiba announced that the Toshiba Tecra 9000 Series and Portigi 4000 Series notebook PCs would be the first to offer built-in Cisco Aironet. 350 Series Wi-Fi (IEEE 802.11b) technology and "out-of-the-box" wireless networking support for the IEEE 802.1x security standard. Cisco also announced its first mini-PCI embedded offering for the Cisco Aironet 350 Series portfolio that includes access points and bridges. Responding to customer demand resulting from the expanding role of teleworking programs, Cisco and Verizon joined forces to market high-speed, secure, and reliable work-at-home services. The two companies are targeting their offerings to Fortune 1000 and government customers in the United States seeking business-class network access at home that is similar to their access at the office.

"We are pleased with the progress we have made in our breakaway strategy," said Chambers. "Although this is a tough economic environment, Cisco has made important progress on market share gains, improved our already strong financial position, and continued to build strong customer relationships."

Cisco will discuss its first quarter results for fiscal 2002 on a conference call today, beginning at 1:45 p.m. PST. A Webcast of the conference call will be available to all interested parties on the Cisco Web site at www.cisco.com under the "Investor Relations" section.

About Cisco Systems

Cisco Systems, Inc., (NASDAQ: CSCO) is the worldwide leader in networking for the Internet. News and information are available at www.cisco.com.

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This release contains projections and other forward-looking statements regarding future events and the future financial performance of Cisco that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K, 10-Q and 8-K, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including risks associated with business and economic conditions and growth in the networking industry in various geographic regions; global economic conditions; overall information technology spending, especially service provider capital spending in the data or IP segments; variations in customer demand for products and services; the ability to successfully restructure existing businesses; the timing of orders and manufacturing lead times; changes in customer order patterns; insufficient, excess or obsolete inventory; variations in sales channels, product costs, or mix of products sold; the ability to successfully reduce overhead and manage expenses; the ability to successfully integrate and operate acquired businesses and technologies; increased competition in the networking industry; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; the trend towards sales of integrated network solutions; manufacturing and sourcing risks; Internet infrastructure and regulation; international operations; the timing and amount of employer payroll tax to be paid on employees' gains on stock options exercised; litigation involving patents, intellectual property, antitrust and other matters; stock price volatility; financial risk management; and potential volatility in operating results, among others. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in Cisco's most recent reports on Form 10-K and Form 10-Q, each as it may be amended from time to time. Cisco's results of operations for the three months ended October 27, 2001 are not necessarily indicative of Cisco's operating results for the full fiscal year or any future periods.

Cisco provides pro forma net income and pro forma net income per share data as an alternative for understanding its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from pro forma measures used by other companies.

The Internet Is Changing the Way We Work, Live, Play, and Learn is a service mark, and Aironet, Cisco, Cisco IOS, Cisco Systems, the Cisco Systems logo, Cisco Unity and Empowering the Internet Generation and are registered trademarks of Cisco Systems, Inc. and/or its affiliates in the U.S. and certain other countries. All other trademarks mentioned in this document or Web site are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Cisco and any other company. Copyright ) 2001 Cisco Systems, Inc. All rights reserved.


Cisco Systems, Inc.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(See pro forma adjustments listed in table below)
(In millions, except per-share amounts)
Three Months Ended
October 27,
2001
(Unaudited)
October 28,
2000

(Unaudited)
NET SALES:
Product $ 3,656 $ 5,911
Services 792 608
Total net sales 4,448 6,519
COST OF SALES:
Product 1,790 2,122
Services 256 256
Total cost of sales 2,046 2,378
GROSS MARGIN 2,402 4,141
OPERATING EXPENSES:
Research and development 875 934
Sales and marketing 1,086 1,350
General and administrative 150 193
Total operating expenses 2,111 2,477
OPERATING INCOME 291 1,664
Interest and other income, net 170 230
INCOME BEFORE PROVISION FOR INCOME TAXES 461 1,894
Provision for income taxes 129 531
NET INCOME $ 332 $ 1,363
Net income per share--basic $ 0.05 $ 0.19
Net income per share--diluted $ 0.04 $ 0.18
Shares used in per-share calculation--basic 7,307 7,093
Shares used in per-share calculation--diluted 7,466 7,580
The above pro forma amounts have been adjusted to exclude the following items:
In-process research and development $ 37 $ 509
Payroll tax on stock option exercises 3 22
Amortization of deferred stock-based compensation 50 6
Amortization of goodwill - 144
Amortization of purchased intangible assets 146 81
Net (gains) losses on investments 858 (190)
Excess inventory benefit (290) -
Income tax effect (204) (7)
$ 600 $ 565

Cisco Systems, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per-share amounts)
Three Months Ended
October 27,
2001
(Unaudited)
October 28,
2000
(Unaudited)
NET SALES:
Product $ 3,656 $ 5,911
Services 792 608
Total net sales 4,448 6,519
COST OF SALES:
Product 1,500 2,122
Services 256 256
Total cost of sales 1,756 2,378
GROSS MARGIN 2,692 4,141
OPERATING EXPENSES:
Research and development 875 934
Sales and marketing 1,086 1,350
General and administrative 150 193
Payroll tax on stock option exercises 3 22
Amortization of deferred stock-based compensation 50 6
Amortization of goodwill - 144
Amortization of purchased intangible assets 146 81
In-process research and development 37 509
Total operating expenses 2,347 3,239
OPERATING INCOME 345 902
Net gains (losses) on investments (858) 190
Interest and other income, net 170 230
INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES (343) 1,322
Provision for (benefit from) income taxes (75) 524
NET INCOME (LOSS) (268) 798
Net income (loss) per share--basic $ (0.04) $ 0.11
Net income (loss) per share--diluted (1) $ (0.04) $ 0.11
Shares used in per-share calculation--basic 7,307 7,093
Shares used in per-share calculation--diluted (1) 7,307 7,580
Note 1: Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and excludes dilutive common shares, as their effect is antidilutive. The dilutive potential common shares which were antidilutive for the three months ended October 27, 2001 amounted to 159 million shares.

Cisco Systems, Inc.
CONSOLIDATED BALANCE SHEETS
(In millions)
$ 35,238
October 27,
2001
(Unaudited)
July 28,
2001
ASSETS
Current assets:
Cash and cash equivalents $ 4,487 $ 4,873
Short-term investments 2,873 2,034
Accounts receivable, net of allowance for doubtful accounts of
$311 at October 27, 2001 and $288 at July 28, 2001
1,181 1,466
Inventories, net 1,301 1,684
Deferred tax assets 2,271 1,809
Lease receivables, net 395 405
Prepaid expenses and other current assets 513 564
Total current assets 13,021 12,835
Investments 10,570 10,346
Restricted investments 1,150 1,264
Property and equipment, net 2,585 2,591
Goodwill 3,300 3,189
Purchased intangible assets, net 1,366 1,470
Lease receivables, net 98 253
Other assets 3,450 3,290
TOTAL ASSETS $ 35,540
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 459 $ 644
Income taxes payable 276 241
Accrued compensation 1,180 1,058
Deferred revenue 2,784 2,470
Other accrued liabilites 2,304 2,553
Restructuring liabilities 316 386
Total current liabilities 7,319 7,352
Deferred revenue 751 744
Total liabilities 8,070 8,096
Minority interest 20 22
Shareholders' equity 27,450 27,120
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY
$ 35,540 $ 35,238