Bond Ciso Systems 3.15% ( US17275RAK86 ) in USD

Issuer Ciso Systems
Market price 100 %  ⇌ 
Country  United States
ISIN code  US17275RAK86 ( in USD )
Interest rate 3.15% per year ( payment 2 times a year)
Maturity 14/03/2017 - Bond has expired



Prospectus brochure of the bond Cisco Systems US17275RAK86 in USD 3.15%, expired


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 17275RAK8
Standard & Poor's ( S&P ) rating AA- ( High grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Detailed description Cisco Systems is a multinational technology conglomerate that designs, manufactures, and sells networking hardware, software, telecommunications equipment, and other high-technology services and products.

The Bond issued by Ciso Systems ( United States ) , in USD, with the ISIN code US17275RAK86, pays a coupon of 3.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2017

The Bond issued by Ciso Systems ( United States ) , in USD, with the ISIN code US17275RAK86, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Ciso Systems ( United States ) , in USD, with the ISIN code US17275RAK86, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Filed pursuant to Rule 424(b)(2)
424B2 1 d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157177
CALCULATION OF REGISTRATION FEE


Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities To Be Registered

Offering Price

Registration Fee(1)
Floating Rate Notes due 2014

$1,250,000,000
$145,125
1.625% Notes due 2014

$2,000,000,000
$232,200
3.150% Notes due 2017

$750,000,000

$87,075
TOTAL

$4,000,000,000
$464,400


(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 9, 2009)

$4,000,000,000

$1,250,000,000 Floating Rate Notes due 2014
$2,000,000,000 1.625% Senior Notes due 2014
$750,000,000 3.150% Senior Notes due 2017



We are offering $1,250,000,000 of our Floating Rate Notes due 2014 (the "2014 floating rate notes"), $2,000,000,000 of our 1.625% Senior Notes
due 2014 (the "2014 fixed rate notes") and $750,000,000 of our 3.150% Senior Notes due 2017 (the "2017 fixed rate notes" and, together with the
2014 floating rate notes and the 2014 fixed rate notes, the "notes").

The 2014 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.25%. The 2014 fixed rate notes will bear
interest at a rate of 1.625% per annum and the 2017 fixed rate notes will bear interest at a rate of 3.150% per annum. We will pay interest quarterly
on the 2014 floating rate notes on March 14, June 14, September 14 and December 14 of each year, beginning on June 14, 2011. We will pay
interest semiannually on the 2014 fixed rate notes and the 2017 fixed rate notes on March 14 and September 14 of each year, beginning on
September 14, 2011. Interest on the notes will accrue from March 16, 2011. The 2014 floating rate notes will mature on March 14, 2014, the 2014
fixed rate notes will mature on March 14, 2014 and the 2017 fixed rate notes will mature on March 14, 2017.

We may redeem some or all of the 2014 fixed rate notes and the 2017 fixed rate notes at any time or from time to time at the make-whole premium
redemption price set forth under the heading "Description of Notes--Optional Redemption" in this prospectus supplement. The 2014 floating rate
notes will not be redeemable.

The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. The notes will not be listed
on any securities exchange.

Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-7 of this prospectus
supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that
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Filed pursuant to Rule 424(b)(2)
this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Per 2014
Per 2014

Per 2017


floating rate note
Total

fixed rate note
Total

fixed rate note
Total

Price to public(1)


100.000%
$1,250,000,000

99.881%
$1,997,620,000

99.767%
$748,252,500
Underwriting discounts


0.250%
$
3,125,000

0.250%
$
5,000,000

0.375%
$ 2,812,500
Proceeds to Cisco Systems, Inc. before
expenses(1)(2)


99.750%
$1,246,875,000

99.631%
$1,992,620,000

99.392%
$745,440,000
(1) Plus accrued interest, if any, from March 16, 2011.
(2) The underwriters have agreed to reimburse us for certain of our expenses in connection with this offering.

The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the
accounts of its participants, including Clearstream, Luxembourg and the Euroclear System, on or about March 16, 2011.

Joint Book-Running Managers
BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
Citi

Morgan Stanley

Wells Fargo Securities

Co-Managers

Barclays Capital

BB&T Capital Markets

BNP PARIBAS
Credit Agricole CIB
Credit Suisse

Deutsche Bank Securities

HSBC
ING
RBS

Standard Chartered Bank

UBS Investment Bank

March 9, 2011
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you any information other than that contained in this
prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any other
information that others may give you. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you
should rely on the prospectus supplement. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information provided in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference in this prospectus supplement or in the accompanying prospectus is
accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have
changed since those dates.



TABLE OF CONTENTS

Prospectus Supplement



Page
Where You Can Find More Information
S-1
Information Incorporated By Reference
S-1
Summary
S-2
Risk Factors
S-7
Special Note Regarding Forward-Looking Statements
S-27
Use of Proceeds
S-28
Capitalization
S-29
Description of Notes
S-30
Material United States Income Tax Considerations
S-34
Underwriting
S-37
Legal Matters
S-40
Experts
S-40
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
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Filed pursuant to Rule 424(b)(2)
Information Incorporated By Reference

1
Risk Factors

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

4
Plan of Distribution

18
Legal Matters

18
Experts

18

i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public from the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room in
Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of any document we file at
prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Information about us, including our SEC filings, is also available on our website at
http://www.cisco.com; however, that information is not a part of this prospectus supplement or the accompanying prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" in this prospectus supplement the information in other documents that we file with it,
which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and
supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We incorporate by reference
in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus supplement:


Y Annual Report on Form 10-K for the year ended July 31, 2010;

Y Quarterly Report on Form 10-Q for the quarter ended October 30, 2010;

Y Quarterly Report on Form 10-Q for the quarter ended January 29, 2011; and

Y Current Reports on Form 8-K filed September 22, 2010, November 19, 2010, December 17, 2010, January 31, 2011, February 23,

2011 and March 9, 2011.

As previously reported, beginning in fiscal 2011, we combined our Asia Pacific and Japan segments. Pursuant to SEC guidance, we
have recast in a Current Report on Form 8-K, filed on March 9, 2011, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Consolidated Financial Statements that are contained in our Annual Report on Form 10-K for the year ended July 31, 2010,
to reflect this change in reportable segments. The revised "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Consolidated Financial Statements so contained in the Current Report on Form 8-K, which is incorporated by reference in this
prospectus supplement, supersede the corresponding sections of our Annual Report on Form 10-K for the year ended July 31, 2010.

Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in
accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated
by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the
following address:

Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Attn: Investor Relations
(408) 227-2726

S-1
Table of Contents
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Filed pursuant to Rule 424(b)(2)
SUMMARY

The Company

We design, manufacture, and sell Internet Protocol (IP)-based networking and other products related to the communications and
information technology (IT) industry and provide services associated with these products and their use. We provide a broad line of products for
transporting data, voice, and video within buildings, across campuses, and around the world. Our products are designed to transform how
people connect, communicate, and collaborate. Our products are installed at enterprise businesses, public institutions, telecommunications
companies, commercial businesses, and personal residences.

We conduct our business globally and we are primarily managed on a geographic basis. We are organized into the following four
geographic segments: United States and Canada, European Markets, Emerging Markets, and Asia Pacific Markets. The Emerging Markets
segment includes Eastern Europe, Latin America, the Middle East and Africa, and Russia and the Commonwealth of Independent States.

Our products and services are designed to address a wide range of customers' needs, including improving productivity, reducing
costs, and gaining a competitive advantage. In addition, our products and services are designed to help customers build their own network
infrastructures that support tools and applications that allow them to communicate with key stakeholders, including customers, prospects,
business partners, suppliers, and employees. We focus on delivering networking products and solutions that are designed to simplify and
secure customers' network infrastructures. We believe that integrating multiple network services into our products helps our customers reduce
their total cost of network ownership. Our product offerings fall into the following categories: our core technologies, routing and switching;
new products; and other products. In addition to our product offerings, we provide a broad range of service offerings, including technical
support services and advanced services. Our customer base spans virtually all types of public and private agencies and businesses, comprising
enterprise businesses, service providers, commercial customers, and consumers.

Our products are used individually or as integrated offerings to connect personal and business computing devices to networks or
computer networks with each other--whether they are within a building, across a campus, or around the world. Our breadth of product and
service offerings across multiple technology segments enables us to offer a wide range of products and services to meet customer-specific
requirements. We also provide products and services that allow customers to transition their various networks to a single multi-service data,
voice, and video network, enabling economies of scale.

Address and Telephone Number

The mailing address of our principal executive offices is 170 West Tasman Drive, San Jose, California 95134-1706, and our
telephone number at that location is (408) 526-4000.


S-2
Table of Contents
The Offering

Issuer
Cisco Systems, Inc.

Notes Offered
$1,250,000,000 aggregate principal amount of 2014 floating rate notes, $2,000,000,000
aggregate principal amount of 2014 fixed rate notes and $750,000,000 aggregate
principal amount of 2017 fixed rate notes.

Maturity
The 2014 floating rate notes mature on March 14, 2014, the 2014 fixed rate notes
mature on March 14, 2014 and the 2017 fixed rate notes mature on March 14, 2017.

Interest Rates
The 2014 floating rate notes will bear interest from March 16, 2011 at a floating rate
equal to three-month LIBOR plus 0.25%, payable quarterly, the 2014 fixed rate notes
will bear interest from March 16, 2011 at the rate of 1.625% per annum, payable
semiannually, and the 2017 fixed rate notes will bear interest from March 16, 2011 at
the rate of 3.150% per annum, payable semiannually.

Interest Payment Dates
March 14, June 14, September 14 and December 14 of each year for the 2014 floating
rate notes, beginning on June 14, 2011, and March 14 and September 14 of each year for
the 2014 fixed rate notes and the 2017 fixed rate notes, beginning on September 14,
2011.
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Filed pursuant to Rule 424(b)(2)

Ranking
The notes are unsecured and will rank equally in right of payment with all of our other
existing and future senior unsecured indebtedness.


The notes will effectively rank junior to all liabilities of our subsidiaries. As of January
29, 2011, our subsidiaries had approximately $4.8 billion of outstanding liabilities,
including trade payables but excluding intercompany liabilities and deferred revenue.

Optional Redemption
We may redeem the 2014 fixed rate notes and the 2017 fixed rate notes, in whole or in
part, at any time at the applicable make-whole premium redemption price described
under the heading "Description of Notes--Optional Redemption" in this prospectus
supplement. The 2014 floating rate notes will not be redeemable.

Certain Covenants
The indenture governing the notes contains covenants limiting our ability and our
wholly-owned subsidiaries' ability to:


· create certain liens and enter into sale and lease-back transactions; and

· consolidate or merge with, or sell substantially all our assets to, another person.


You should read "Description of Debt Securities--Covenants" in the accompanying
prospectus for a description of these covenants. Exceptions to these covenants will allow
us and our subsidiaries to create, grant or incur liens or security interests with respect to
our headquarters and certain material facilities.


S-3
Table of Contents
Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes.

Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement for important
information regarding us and an investment in the notes.

Further Issuances
We may create and issue additional notes of any series ranking equally with the notes of
the corresponding series (other than the payment of interest accruing prior to the issue
date of such additional notes or except, in some cases, for the first payment of interest
following the issue date of such additional notes). Such notes may be consolidated and
form a single series with the notes of the corresponding series; provided that if such
additional notes are not fungible with the notes of the applicable series offered hereby
for U.S. federal income tax purposes, such additional notes will have a separate CUSIP
number.

Governing Law
New York law will govern the indenture and the notes.


S-4
Table of Contents
Summary Consolidated Financial Data

The following summary consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for
the period ended January 29, 2011 and in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included in our Current Report on Form 8-K, filed with the SEC on March 9, 2011, all
incorporated by reference in this prospectus supplement and the accompanying prospectus. The summary consolidated financial data for the
years ended July 31, 2010, July 25, 2009 and July 26, 2008 are derived from our audited financial statements incorporated by reference in this
prospectus supplement and the accompanying prospectus from our Current Report on Form 8-K, filed with the SEC on March 9, 2011. The
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Filed pursuant to Rule 424(b)(2)
summary consolidated financial data for the six months ended January 29, 2011 and January 23, 2010, and as of January 29, 2011, are derived
from our unaudited financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus from our
Quarterly Report on Form 10-Q for the period ended January 29, 2011.



Fiscal Year Ended

Six Months Ended

July 31,
July 25,
July 26,
January 29,
January 23,


2010

2009

2008

2011

2010



(in millions, except per-share amounts)

Consolidated Statements of Operations Data:





Net sales:





Product

$32,420
$29,131
$33,099
$ 16,936
$ 15,176
Service

7,620
6,986
6,441

4,221

3,660




















Total net sales

40,040
36,117
39,540
21,157
18,836
Cost of sales:





Product

11,620
10,481
11,660

6,631

5,301
Service

2,777
2,542
2,534

1,510

1,315




















Total cost of sales

14,397
13,023
14,194

8,141

6,616




















Gross margin

25,643
23,094
25,346
13,016
12,220
Operating expenses:





Research and development

5,273
5,208
5,325

2,909

2,471
Sales and marketing

8,716
8,403
8,690

4,846

4,136
General and administrative

1,999
1,565
1,387

910

876
Amortization of purchased intangible assets


491

533

499

316

243
In-process research and development


--

63

3

--

--




















Total operating expenses

16,479
15,772
15,904

8,981

7,726




















Operating income

9,164
7,322
9,442

4,035

4,494
Interest income


635

845
1,143

316

323
Interest expense


(623)

(346)

(319)

(327)

(272)
Other income (loss), net


239

(128)

(11)

131

49




















Interest and other income, net


251

371

813

120

100




















Income before provision for income taxes

9,415
7,693
10,255

4,155

4,594
Provision for income taxes

1,648
1,559
2,203

704

954




















Net income

$ 7,767
$ 6,134
$ 8,052
$
3,451
$
3,640




















Net income per share--basic

$ 1.36
$ 1.05
$ 1.35
$
0.62
$
0.63




















Net income per share--diluted

$ 1.33
$ 1.05
$ 1.31
$
0.61
$
0.62




















Shares used in per share calculation--basic

5,732
5,828
5,986

5,563

5,754




















Shares used in per share calculation--diluted

5,848
5,857
6,163

5,630

5,866






















S-5
Table of Contents


January 29, 2011

Pro
Pro Forma As


Actual
Forma(3)
Adjusted (4)
Consolidated Balance Sheet Data (in millions):



Cash and cash equivalents

$ 4,924
$ 3,908
$
7,890
Investments

$35,305
$35,305
$
35,305
Working capital

$33,561
$33,561
$
37,543
Total assets

$81,981
$80,965
$
84,961
Current liabilities

$18,505
$17,489
$
17,489
Long-term obligations(1)

$17,790
$17,790
$
21,786
Total equity(2)

$45,686
$45,686
$
45,686

(1) Long-term obligations as of January 29, 2011, pro forma as adjusted, includes the aggregate principal amount of the notes, as adjusted to
account for the discounts from par value reflected in the price to public set forth on the cover page of this prospectus supplement. The
discounted portions will be amortized as interest expense over the respective terms of the notes.
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Filed pursuant to Rule 424(b)(2)
(2) Includes noncontrolling interests of $45 million.
(3) The pro forma column reflects (a) our repayment of the 5.25% Senior Notes due 2011 upon their maturity on February 22, 2011 for an
aggregate principal amount of $3.0 billion and (b) $1.984 billion aggregate principal amount of commercial paper notes issued
subsequent to January 29, 2011 and outstanding as of February 22, 2011.
(4) The pro forma as adjusted column reflects the items described in footnote 3 above and the sale by us of the notes, after deducting
underwriting discounts and estimated offering expenses payable by us, without giving effect to any reimbursement of expenses by the
underwriters.

Ratio of Earnings to Fixed Charges

The following table contains our ratio of earnings to fixed charges for the periods indicated.

Six Months

Fiscal Year Ended
Ended
January 29, 2011

July 31, 2010

July 25, 2009
July 26, 2008
July 28, 2007
July 29, 2006
11.7x

13.9x

18.3x

26.2x

22.4x

38.7x

For purposes of determining the ratio of earnings to fixed charges, "earnings" represent earnings before income taxes, noncontrolling
interest and cumulative effect of accounting changes. "Fixed charges" represent interest expense plus that portion of rent expense that, in our
opinion, approximates the interest component of rental expense.


S-6
Table of Contents
RISK FACTORS

Set forth below are risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the
forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein.

Risks Related to Our Business

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, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. These factors include:

Y Fluctuations in demand for our products and services, especially with respect to telecommunications service providers and Internet

businesses, in part due to changes in the global economic environment

Y Changes in sales and implementation cycles for our products and reduced visibility into our customers' spending plans and

associated revenue

Y Our ability to maintain appropriate inventory levels and purchase commitments

Y 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

Y The overall movement toward industry consolidation among both our competitors and our customers

Y The introduction and market acceptance of new technologies and products and our success in new and evolving markets, including

in our new products category and emerging technologies, as well as the adoption of new standards

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

Y The timing, size, and mix of orders from customers

Y Manufacturing and customer lead times

Y Fluctuations in our gross margins, and the factors that contribute to such fluctuations, as described below

Y The ability of our customers, channel partners, contract manufacturers and suppliers to obtain financing or to fund capital

expenditures, especially during a period of global credit market disruption or in the event of customer, channel partner, contract
manufacturer or supplier financial problems

Y Share-based compensation expense

Y Actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates used in determining
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Filed pursuant to Rule 424(b)(2)

the values of certain assets (including the amounts of related valuation allowances), liabilities, and other items reflected in our
Consolidated Financial Statements

Y How well we execute on our strategy and operating plans

Y Benefits anticipated from our investments in engineering, sales and manufacturing activities

Y Changes in tax laws or regulations or accounting rules

As a consequence, operating results for a particular future period are difficult to predict, and, therefore, prior results are not necessarily
indicative of results to be expected in future periods. Any of the foregoing

S-7
Table of Contents
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.

Challenging economic conditions worldwide have from time to time contributed, and may continue to contribute, to slowdowns in the
communications and networking industries at large, as well as in specific segments and markets in which we operate, resulting in:

Y Reduced demand for our products as a result of continued constraints on IT-related capital spending by our customers, particularly

service providers, and other customer markets as well

Y Increased price competition for our products, not only from our competitors but also as a consequence of customers disposing of

unutilized products

Y Risk of excess and obsolete inventories

Y Risk of supply constraints

Y Risk of excess facilities and manufacturing capacity

Y Higher overhead costs as a percentage of revenue and higher interest expense

Instability in the global credit markets, including the recent European economic and financial turmoil related to sovereign debt issues in
certain countries, the instability in the geopolitical environment in many parts of the world and other disruptions, such as 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 uncertain or
changing economic conditions particularly germane to that segment or to particular customer markets within that segment. The world has recently
experienced a global macroeconomic downturn, and if global economic and market conditions, or economic conditions in key markets, remain
uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition.

During the recent global economic downturn and while the related market uncertainty persists, we have been investing in market
adjacencies and also in the United States and targeted emerging countries, and if the return on these investments is lower or develops more
slowly than we expect, our operating results may be harmed.

We have been realigning and are dedicating resources to focus on certain market adjacencies, such as enterprise data center
virtualization, video/visual networking, collaboration architectures, and globalization, primarily in targeted geographic locations and to focus
efforts particularly where we believe the economic recovery will progress the fastest, such as the United States and targeted emerging countries,
creating opportunities for us even while other countries or markets may not be recovering. However, the return on our investments in such market
adjacencies and in such geographic markets may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits
anticipated from these investments (including if our selection of areas for investment does not play out as we expect), or if the achievement of
these benefits is delayed, our operating results may be adversely affected.

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 our Annual Report on Form 10-K for the year ended July 31, 2010 and our Quarterly
Report on Form 10-Q for the period ended January 29, 2011, our revenue for a particular quarter is difficult to predict, especially in light of the
recent global economic downturn and related

S-8
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Filed pursuant to Rule 424(b)(2)
Table of Contents
market uncertainty. Our net sales may grow at a slower rate than in past periods or may decline, which recently occurred in fiscal 2009. Our ability
to meet financial expectations could also be adversely affected if the nonlinear 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 nonlinearity in shipping patterns. In addition to making it difficult to predict revenue for a particular period, nonlinearity 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 in potential additional inventory management-related costs. 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.

The timing of large orders can also have a significant effect on our business and operating results from quarter to quarter, primarily in
the United States and in our Emerging Markets segment and other emerging countries. From time to time, we receive large orders that have a
significant effect on our operating results in the period in which the order is recognized as revenue. The timing of such orders is difficult to predict,
and the timing of revenue recognition from such orders may affect period to period changes in net sales. As a result, our operating results could
vary materially from quarter to quarter based on the receipt of such orders and their ultimate recognition as revenue.

Inventory management remains an area of focus. We experienced longer than normal lead times on several of our products in fiscal
2010. This was attributable in part to increasing demand driven by the improvement in our overall markets, and similar to what has happened in
the industry, the longer than normal lead time extensions also stemmed from supplier constraints based upon their labor and other actions taken
during the global economic downturn. We continue to see challenges at some of our component suppliers. Longer manufacturing lead times in the
past have caused some customers 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) or risk of order cancellation may cause difficulty in predicting our sales and, as a result, could impair our ability to manage parts inventory
effectively. In addition, our efforts to improve manufacturing lead-time performance 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. In
addition, when facing component supply-related challenges, we have increased our efforts in procuring components in order to meet customer
expectations which in turn contributes to an increase in purchase commitments. Increases in our purchase commitments to shorten lead times could
also lead to excess and obsolete inventory charges if the demand for our products is less than our expectations.

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:


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

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Y Introduction of new products, including products with price-performance advantages

Y Our ability to reduce production costs

Y Entry into new markets or growth in lower margin markets, including markets with different pricing and cost structures, through

acquisitions or internal development

Y Sales discounts

Y Increases in material, labor or other manufacturing-related costs, which could be significant especially during periods of supply

constraints

Y Excess inventory and inventory holding charges

Y Obsolescence charges

Y Changes in shipment volume
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Y The timing of revenue recognition and revenue deferrals

Y Increased cost, loss of cost savings or dilution of savings due to changes in component pricing or charges incurred due to inventory

holding periods if parts ordering does not correctly anticipate product demand or if the financial health of either contract
manufacturers or suppliers deteriorates

Y Lower than expected benefits from value engineering

Y Increased price competition, including competitors from Asia, especially from China

Y Changes in distribution channels

Y Increased warranty costs

Y 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.

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 large and sporadic purchases, especially relating to our router sales and
sales of certain products in our new products category, in addition to longer sales cycles. In the past, 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. Weakness in orders from this industry, including as a result of any
slowdown in capital expenditures by service providers (which may be more prevalent during a global economic downturn or periods of economic
uncertainty), could have a material adverse effect on our business, operating results, and financial condition. For example, during fiscal 2009, we
experienced a slowdown in service provider capital expenditures globally, and in the first six months of fiscal 2011 we experienced a slowdown in
certain segments of this market, including in capital expenditures by some service provider customers and in sales of our traditional cable set-top
boxes in our United States and Canada segment. Such slowdowns may continue or recur in future periods. Orders from this industry could decline
for many reasons other than the competitiveness of our products and services within their respective markets. For example, in the past, many of our
service provider customers have been materially and adversely affected by slowdowns in the general economy, by overcapacity, by changes in the
service provider market, by regulatory developments, and by constraints on capital availability, resulting in business failures and

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substantial reductions in spending and expansion plans. These conditions have materially harmed our business and operating results in the past, and
some of these or other conditions in the service provider market could affect our business and operating results in any future period. 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.

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 generally 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.

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