Obligation Cisco Systems Corp 5.5% ( US17275RAF91 ) en USD

Cisco Systems Corp

100.75 % ▼

Etas-Unis

US17275RAF91 ( en USD )

5.5% par an ( paiement semestriel )

14/01/2040

Prospectus brochure de l'obligation Cisco Systems Inc US17275RAF91 en USD 5.5%, échéance 14/01/2040

1 000 USD

2 000 000 000 USD

17275RAF9

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

15/07/2025 ( Dans 53 jours )

Cisco Systems Inc. est une multinationale américaine du secteur des technologies de l'information et des communications, spécialisée dans le matériel et les logiciels de réseau informatique.

L'Obligation émise par Cisco Systems Corp ( Etas-Unis ) , en USD, avec le code ISIN US17275RAF91, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2040

L'Obligation émise par Cisco Systems Corp ( Etas-Unis ) , en USD, avec le code ISIN US17275RAF91, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Cisco Systems Corp ( Etas-Unis ) , en USD, avec le code ISIN US17275RAF91, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Aggregate Offering Price
Fee(1)
2.900% Notes due 2014

$500,000,000

$27,900
4.450% Notes due 2020

$2,500,000,000

$139,500
5.500% Notes due 2040

$2,000,000,000

$111,600
TOTAL

$5,000,000,000

$279,000

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157177

Prospectus Supplement
(To Prospectus dated February 9, 2009)

$5,000,000,000

$500,000,000 2.90% Senior Notes due 2014
$2,500,000,000 4.45% Senior Notes due 2020
$2,000,000,000 5.50% Senior Notes due 2040

We are offering $500,000,000 of our 2.90% Senior Notes due 2014 (the "2014 notes"), $2,500,000,000 of our 4.45% Senior
Notes due 2020 (the "2020 notes") and $2,000,000,000 of our 5.50% Senior Notes due 2040 (the "2040 notes" and, together
with the 2014 notes and the 2020 notes, the "notes").

The 2014 notes will bear interest at a rate of 2.90% per annum, the 2020 notes will bear interest at a rate of 4.45% per annum
and the 2040 notes will bear interest at a rate of 5.50% per annum. We will pay interest semiannually on the 2014 notes on
May 17 and November 17 of each year, beginning on May 17, 2010. We will pay interest semiannually on the 2020 notes
and 2040 notes on January 15 and July 15 of each year, beginning on January 15, 2010. Interest on the notes will accrue from
November 17, 2009. The 2014 notes will mature on November 17, 2014, the 2020 notes will mature on January 15, 2020 and
the 2040 notes will mature on January 15, 2040.

We may redeem some or all of the notes of any series 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 notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. The
notes are not and will not be listed on any securities exchange.

Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-8 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 this prospectus supplement or the accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

Per 2014 note
Total
Per 2020 note
Total
Per 2040 note
Total
Price to public(1)
99.746% $498,730,000
99.852% $2,496,300,000 97.439%
$1,948,780,000
Underwriting discounts
0.350% $ 1,750,000
0.450% $ 11,250,000
0.800%
$ 16,000,000
Proceeds to Cisco Systems, Inc. before expenses(1)(2)
99.396% $496,980,000
99.402% $2,485,050,000
96.639%
$1,932,780,000
(1) Plus accrued interest, if any, from November 17, 2009.
(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
November 17, 2009.

Joint Book-Running Managers

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Barclays Capital

Credit Suisse
Deutsche Bank Securities
BofA Merrill Lynch

HSBC
J.P. Morgan

Senior Co-Managers

Citi

Morgan Stanley
Wells Fargo Securities

Co-Managers

Blaylock Robert Van, LLC BNP PARIBAS ING Wholesale Standard Chartered Bank UBS Investment Bank

November 9, 2009
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Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on the prospectus supplement. We have not, and the underwriters have
not, authorized anyone to provide you with different information. 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 and 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-8
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-33
Underwriting

S-36
Legal Matters

S-38
Experts

S-38
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
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
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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:

Annual Report on Form 10-K for the year ended July 25, 2009; and

Current Reports on Form 8-K filed July 27, 2009, September 4, 2009, September 10, 2009, October 5,

2009, October 14, 2009 and November 9, 2009.

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

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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 are managed geographically in five segments: the United States and
Canada, European Markets, Emerging Markets, Asia Pacific, and Japan. The Emerging Markets theater consists of
Eastern Europe, Latin America, the Middle East and Africa, and Russia and the Commonwealth of Independent States.

We sell IP-based networking and other products and services related to the communications and IT industry.
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; advanced technologies; 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 multiservice data, voice, and video network, enabling
economies of scale.

Recent Developments

Announcement of Financial Results for First Quarter of Fiscal Year 2010

On November 4, 2009, we announced our unaudited financial results for our first fiscal quarter ended
October 24, 2009.

Net sales for the three months ended October 24, 2009 decreased 12.7% to $9.0 billion from $10.3 billion for the
three months ended October 25, 2008.

Gross margin for the three months ended October 24, 2009 was 65.3%, compared to gross margin of 64.7% for
the three months ended October 25, 2008. Net income for the three months ended October 24, 2009 was $1.8 billion, or
$0.30 per fully diluted share (based on 5.9 billion shares used in per-share calculation),

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compared to net income of $2.2 billion, or $0.37 per fully diluted share (based on 6.0 billion shares used in per-share
calculation), for the three months ended October 25, 2008.

Cash flows from operations were $1.5 billion for the first three months of fiscal 2010, compared with $2.7
billion for the first three months of fiscal 2009, and compared with $2.0 billion for the fourth quarter of fiscal 2009. Cash
and cash equivalents and investments were $35.4 billion at the end of the first quarter of fiscal 2010, compared with
$35.0 billion at the end of the fourth quarter of fiscal 2009.

Proposed Acquisitions of Tandberg ASA and Starent Networks, Corp.

On October 1, 2009, we announced our entry into an agreement to acquire Tandberg ASA for a cash purchase
price of approximately $3.0 billion, although the purchase consideration is denominated in a foreign currency and, as
such, the U.S. dollar equivalent is dependent on exchange rates. On October 13, 2009, we announced our entry into an
agreement to acquire Starent Networks, Corp., under the terms of which we agreed to pay $35 per share in cash in
exchange for each share of Starent Networks, Corp. and assume outstanding equity awards for an aggregate purchase
price of approximately $2.9 billion. Each acquisition is subject to customary closing conditions, including the respective
seller's stockholder acceptance or approval and regulatory approvals, and each acquisition is expected to close in the first
half of calendar year 2010, although there can be no assurance that either transaction will be completed on the terms to
which we have agreed, or at all. In addition, any expected benefits to Cisco from completing these acquisitions will be
subject to risks, including those referred to in the section of this prospectus supplement entitled "Risk Factors," including
the risk factor entitled "We have made and expect to continue to make acquisitions that could disrupt our operations and
harm our operating results."

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.

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The Offering

Issuer
Cisco Systems, Inc.

Notes Offered
$500,000,000 aggregate principal amount of 2014 notes,
$2,500,000,000 aggregate principal amount of 2020 notes and
$2,000,000,000 aggregate principal amount of 2040 notes.

Maturity
The 2014 notes mature on November 17, 2014, the 2020 notes mature on
January 15, 2020 and the 2040 notes mature on January 15, 2040.

Interest Rates
The 2014 notes will bear interest from November 17, 2009 at the rate of
2.90% per annum, payable semiannually, the 2020 notes will bear interest
from November 17, 2009 at the rate of 4.45% per annum, payable
semiannually and the 2040 notes will bear interest from November 17,
2009 at the rate of 5.50% per annum, payable semiannually.

Interest Payment Dates
May 17 and November 17 of each year for the 2014 notes, beginning on
May 17, 2010, and January 15 and July 15 of each year for the 2020 notes
and 2040 notes, beginning on January 15, 2010.

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 July 25, 2009, our subsidiaries had approximately $3.8 billion of
outstanding liabilities, including trade payables but excluding
intercompany liabilities and deferred revenue.

Optional Redemption
We may redeem any series of 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.

Certain Covenants
The indenture governing the notes contains covenants limiting our ability
and our 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.

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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-8 of this prospectus supplement
for important information regarding us and an investment in the notes.

Further Issuances
We may create and issue further 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 further notes or except, in some
cases, for the first payment of interest following the issue date of such
further notes). Such notes may be consolidated and form a single series
with the notes of the corresponding series.

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

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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 Annual Report on Form 10-K for the year ended July 25, 2009 incorporated by reference in this
prospectus supplement and the accompanying prospectus. The summary consolidated financial data for the years ended
July 28, 2007, July 26, 2008 and July 25, 2009 are derived from our audited financial statements incorporated by
reference in this prospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the
year ended July 25, 2009.

Fiscal Year Ended
July 25,
July 26,
July 28,

2009

2008

2007

(in millions, except per-share amounts)
Consolidated Statement of Operations Data:

Net sales:

Product

$29,131
$33,099
$29,462
Service

6,986
6,441

5,460

Total net sales

36,117
39,540
34,922
Cost of sales:

Product

10,481
11,660
10,567
Service

2,542
2,534

2,096

Total cost of sales

13,023
14,194
12,663

Gross margin

23,094
25,346
22,259
Operating expenses:

Research and development

5,208
5,325

4,598
Sales and marketing

8,403
8,690

7,401
General and administrative

1,565
1,387

1,151
Amortization of purchased intangible assets

533
499

407
In-process research and development

63
3

81

Total operating expenses

15,772
15,904
13,638

Operating income

7,322
9,442

8,621
Interest income

845
1,143

1,092
Interest expense

(346)
(319)

(377)
Other income (loss), net

(128)
(11)

125

Interest and other income, net

371
813

840

Income before provision for income taxes

7,693
10,255
9,461
Provision for income taxes

1,559
2,203

2,128

Net income

$ 6,134
$ 8,052
$ 7,333

Net income per share--basic

$
1.05
$
1.35
$
1.21

Net income per share--diluted

$
1.05
$
1.31
$
1.17

Shares used in per-share calculation--basic

5,828
5,986

6,055

Shares used in per-share calculation--diluted

5,857
6,163

6,265

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