Obligation Ciso Systems 0% ( US17275RAS13 ) en USD

Ciso Systems

100 % ⇌

Etas-Unis

US17275RAS13 ( en USD )

0%

03/03/2017 - Obligation échue

Prospectus brochure de l'obligation Cisco Systems US17275RAS13 en USD 0%, échue

2 000 USD

1 000 000 000 USD

17275RAS1

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

Cisco Systems est une multinationale américaine spécialisée dans les équipements et logiciels de réseau informatique, notamment le routage, la commutation, la sécurité et les télécommunications.

L'Obligation émise par Ciso Systems ( Etas-Unis ) , en USD, avec le code ISIN US17275RAS13, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/03/2017

L'Obligation émise par Ciso Systems ( Etas-Unis ) , en USD, avec le code ISIN US17275RAS13, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Ciso Systems ( Etas-Unis ) , en USD, avec le code ISIN US17275RAS13, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
424B2 1 d681319d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194090
CALCULATION OF REGISTRATION FEE

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

Aggregate Offering Price

Fee(1)
Floating Rate Notes due 2015

$850,000,000

$ 109,480
Floating Rate Notes due 2017

$1,000,000,000

$ 128,800
Floating Rate Notes due 2019

$500,000,000

$ 64,400
1.100% Notes due 2017

$2,400,000,000

$ 309,120
2.125% Notes due 2019

$1,750,000,000

$ 225,400
2.900% Notes due 2021

$500,000,000

$ 64,400
3.625% Notes due 2024

$1,000,000,000

$ 128,800
TOTAL

$8,000,000,000

$1,030,400

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Table of Contents
Prospectus Supplement
(To Prospectus dated February 24, 2014)

$8,000,000,000

$850,000,000 Floating Rate Notes due 2015
$1,000,000,000 Floating Rate Notes due 2017
$500,000,000 Floating Rate Notes due 2019
$2,400,000,000 1.100% Senior Notes due 2017
$1,750,000,000 2.125% Senior Notes due 2019
$500,000,000 2.900% Senior Notes due 2021
$1,000,000,000 3.625% Senior Notes due 2024
We are offering $850,000,000 of our Floating Rate Notes due 2015 (the "2015 floating rate notes"), $1,000,000,000 of our Floating Rate Notes due 2017 (the "2017 floating rate
notes"), $500,000,000 of our Floating Rate Notes due 2019 (the "2019 floating rate notes" and, together with the 2015 floating rate notes and the 2017 floating rate notes, the
"floating rate notes"), $2,400,000,000 of our 1.100% Senior Notes due 2017 (the "2017 fixed rate notes"), $1,750,000,000 of our 2.125% Senior Notes due 2019 (the "2019 fixed rate
notes"), $500,000,000 of our 2.900% Senior Notes due 2021 (the "2021 fixed rate notes") and $1,000,000,000 of our 3.625% Senior Notes due 2024 (the "2024 fixed rate notes"
and, together with the 2017 fixed rate notes, the 2019 fixed rate notes and the 2021 fixed rate notes, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate
notes col ectively in this prospectus supplement as the "notes."
The 2015 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.05%, the 2017 floating rate notes will bear interest at a floating rate equal to
three-month LIBOR plus 0.28% and the 2019 floating rate notes will bear interest at a floating rate equal to three-month LIBOR plus 0.50%. The 2017 fixed rate notes will bear
interest at a rate of 1.100% per annum, the 2019 fixed rate notes will bear interest at a rate of 2.125% per annum, the 2021 fixed rate notes will bear interest at a rate of
2.900% per annum and the 2024 fixed rate notes will bear interest at a rate of 3.625% per annum. We will pay interest quarterly on the 2015 floating rate notes and the 2017
floating rate notes on March 3, June 3, September 3 and December 3 of each year, beginning on June 3, 2014. We will pay interest quarterly on the 2019 floating rate notes on
March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2014. We will pay interest semiannually on the 2017 fixed rate notes on March 3 and
September 3 of each year, beginning on September 3, 2014. We will pay interest semiannually on the 2019 fixed rate notes on March 1 and September 1 of each year, beginning on
September 1, 2014. We will pay interest semiannually on the 2021 fixed rate notes and the 2024 fixed rate notes on March 4 and September 4 of each year, beginning on
September 4, 2014. Interest on the notes will accrue from March 3, 2014. The 2015 floating rate notes will mature on September 3, 2015, the 2017 floating rate notes and the 2017
fixed rate notes will mature on March 3, 2017, the 2019 floating rate notes and the 2019 fixed rate notes will mature on March 1, 2019, the 2021 fixed rate notes will mature on
March 4, 2021 and the 2024 fixed rate notes will mature on March 4, 2024.
We may redeem some or al of the fixed rate 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 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 this prospectus supplement or the
accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Proceeds to Cisco
Underwriting
Systems, Inc. before

Price to

public(1)
discounts
expenses(1)

$850,000,000 Floating Rate Notes due 2015

100.000%

0.100%

99.900%
Total

$ 850,000,000
$
850,000
$
849,150,000
$1,000,000,000 Floating Rate Notes due 2017

100.000%

0.150%

99.850%
Total

$1,000,000,000
$
1,500,000
$
998,500,000
$500,000,000 Floating Rate Notes due 2019

100.000%

0.250%

99.750%
Total

$ 500,000,000
$
1,250,000
$
498,750,000
$2,400,000,000 1.100% Senior Notes due 2017

99.994%

0.150%

99.844%
Total

$2,399,856,000
$
3,600,000
$
2,396,256,000
$1,750,000,000 2.125% Senior Notes due 2019

99.929%

0.250%

99.679%
Total

$1,748,757,500
$
4,375,000
$
1,744,382,500
$500,000,000 2.900% Senior Notes due 2021

99.818%

0.300%

99.518%
Total

$ 499,090,000
$
1,500,000
$
497,590,000
$1,000,000,000 3.625% Senior Notes due 2024

99.925%

0.400%

99.525%
Total

$ 999,250,000
$
4,000,000
$
995,250,000
(1) Plus accrued interest, if any, from March 3, 2014.
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 3, 2014, which is the fifth business day fol owing the date of this prospectus supplement. Purchasers of the
notes should note that trading of the notes may be affected by this settlement date.

Joint Book-Running Managers
BofA Merrill Lynch

Barclays

Deutsche Bank

J.P. Morgan

2 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Citigroup

HSBC

Wells Fargo Securities

Co-Managers

BB&T Capital Markets

BNP PARIBAS

Credit Suisse
Goldman, Sachs & Co.

Morgan Stanley

RBS

February 24, 2014
3 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
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-28
Use of Proceeds
S-29
Capitalization
S-30
Description of Notes
S-31
Material United States Income Tax Considerations
S-35
Underwriting
S-39
Legal Matters
S-43
Experts
S-43
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
19

Experts
19

i
4 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
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, the information contained on, or accessible through, our
website 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 27, 2013;

Y Quarterly Report on Form 10-Q for the quarter ended October 26, 2013;

Y Quarterly Report on Form 10-Q for the quarter ended January 25, 2014; and

Y Current Reports on Form 8-K filed on August 15, 2013, November 20, 2013, December 4, 2013 and December 23,

2013.

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
5 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Table of Contents
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 utilized at
enterprise businesses, public institutions, telecommunications companies and other service providers, commercial businesses,
and personal residences.

We conduct our business globally and manage our business by geography. Our business is organized into the following
three geographic segments: The Americas; Europe, Middle East, and Africa; and Asia Pacific, Japan, and China.

As part of our business focus on the network as the platform for all forms of communications and IT, our products and
services are designed to help our customers use technology to address their business imperatives and opportunities-improving
productivity and user experience, reducing costs, and gaining a competitive advantage-and to help them connect more effectively
with their key stakeholders, including their customers, prospects, business partners, suppliers, and employees. We deliver
networking products and solutions designed to simplify and secure customers' network infrastructures. We also deliver products
and solutions that leverage the network to most effectively address market transitions and customer requirements-including in
recent periods, virtualization, cloud, collaboration, and video. We believe that integrating multiple network services into and
across our products helps our customers reduce their operational complexity, increase their agility, and reduce their total cost of
network ownership. Our products and technologies are grouped into the following categories: Switching; Next-Generation
Network Routing; Service Provider Video; Collaboration; Wireless; Data Center; Security; and Other Products.

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
6 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Table of Contents
The Offering

Issuer
Cisco Systems, Inc.

Notes Offered
$850,000,000 aggregate principal amount of 2015 floating rate notes,
$1,000,000,000 aggregate principal amount of 2017 floating rate notes,
$500,000,000 aggregate principal amount of 2019 floating rate notes,
$2,400,000,000 aggregate principal amount of 2017 fixed rate notes,
$1,750,000,000 aggregate principal amount of 2019 fixed rate notes,
$500,000,000 aggregate principal amount of 2021 fixed rate notes and
$1,000,000,000 aggregate principal amount of 2024 fixed rate notes.

Maturity
The 2015 floating rate notes will mature on September 3, 2015, the 2017
floating rate notes and the 2017 fixed rate notes will mature on March 3, 2017,
the 2019 floating rate notes and the 2019 fixed rate notes will mature on
March 1, 2019, the 2021 fixed rate notes will mature on March 4, 2021 and the
2024 fixed rate notes will mature on March 4, 2024.

Interest Rates
The 2015 floating rate notes will bear interest from March 3, 2014 at a floating
rate equal to three-month LIBOR plus 0.05%, payable quarterly, the 2017
floating rate notes will bear interest from March 3, 2014 at a floating rate equal
to three-month LIBOR plus 0.28%, payable quarterly, the 2019 floating rate
notes will bear interest from March 3, 2014 at a floating rate equal to
three-month LIBOR plus 0.50%, payable quarterly, the 2017 fixed rate notes
will bear interest from March 3, 2014 at the rate of 1.100% per annum, payable
semiannually, the 2019 fixed rate notes will bear interest from March 3, 2014 at
the rate of 2.125% per annum, payable semiannually, the 2021 fixed rate notes
will bear interest from March 3, 2014 at a rate of 2.900%, payable semiannually
and the 2024 fixed rate notes will bear interest from March 3, 2014 at the rate of
3.625% per annum, payable semiannually.

Interest Payment Dates
We will pay interest quarterly on the 2015 floating rate notes and the 2017
floating rate notes on March 3, June 3, September 3 and December 3 of each
year, beginning on June 3, 2014. We will pay interest quarterly on the 2019
floating rate notes on March 1, June 1, September 1 and December 1 of each
year, beginning on June 1, 2014. We will pay interest semiannually on the 2017
fixed rate notes on March 3 and September 3 of each year, beginning on
September 3, 2014. We will pay interest semiannually on the 2019 fixed rate
notes on March 1 and September 1 of each year, beginning on September 1,
2014. We will pay interest semiannually on the 2021 fixed rate notes and the
2024 fixed rate notes on March 4 and September 4 of each year, beginning on
September 4, 2014.

S-3
7 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Table of Contents
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 25, 2014, our subsidiaries had approximately $5.1 billion of

outstanding liabilities, including trade payables but excluding intercompany
liabilities and deferred revenue.

Optional Redemption
We may redeem the 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 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.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate
purposes, including (i) to repay $3.75 billion aggregate principal amount of our
outstanding senior unsecured notes that mature in 2014 and (ii) to return capital
to shareholders pursuant to our previously-announced capital allocation strategy
through the repurchase of shares of our common stock and the payment of cash
dividends. See "Use of Proceeds."

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 one or more separate CUSIP
numbers.

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

S-4
8 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
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 25, 2014 and 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 27, 2013, all incorporated by reference in this prospectus supplement and the accompanying
prospectus. The summary consolidated financial data for the years ended July 27, 2013, July 28, 2012 and July 30, 2011 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 27, 2013. The summary consolidated financial data for
the six months ended January 25, 2014 and January 26, 2013, and as of January 25, 2014, 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 25, 2014.

Fiscal Year Ended

Six Months Ended

July 27,
July 28,
July 30,
January 25,
January 26,

2013

2012

2011

2014

2013

(in millions, except per-share amounts)

Consolidated Statements of Operations Data:

Revenue:

Product
$38,029 $36,326 $34,526 $ 17,820 $ 18,734
Service
10,578 9,735

8,692

5,420

5,240

Total revenue
48,607 46,061 43,218 23,240

23,974

Cost of sales:

Product
15,541 14,505 13,647 8,070

7,605

Service
3,626

3,347

3,035

1,812

1,787

Total cost of sales
19,167 17,852 16,682 9,882

9,392

Gross margin
29,440 28,209 26,536 13,358

14,582

Operating expenses:

Research and development
5,942

5,488

5,823

3,136

2,883

Sales and marketing
9,538

9,647

9,812

4,688

4,803

General and administrative
2,264

2,322

1,908

966

1,144

Amortization of purchased intangible assets
395

383

520

136

240

Restructuring and other charges
105

304

799

310

72

Total operating expenses
18,244 18,144 18,862 9,236

9,142

Operating income
11,196 10,065 7,674

4,122

5,440

Interest income
654

650

641

338

321

Interest expense
(583)
(596)
(628)
(276)
(295)
Other income (loss), net
(40)
40

138

111

(55)

Interest and other income (loss), net
31

94

151

173

(29)

Income before provision for income taxes
11,227 10,159 7,825

4,295

5,411

Provision for income taxes
1,244

2,118

1,335

870

176

Net income
$ 9,983 $ 8,041 $ 6,490 $
3,425 $ 5,235

Net income per share:

Basic
$
1.8 7 $ 1.50 $ 1.1 7 $
0.
64 $
0.99

Diluted
$
1.8 6 $ 1.49 $ 1.1 7 $
0.
64 $
0.98

Shares used in per share calculation--basic
5,329

5,370

5,529

5,336

5,310

Shares used in per share calculation--diluted
5,380

5,404

5,563

5,383

5,344

Cash dividends declared per common share
$
0.6 2 $ 0.28 $ 0.1 2 $
0.
34 $
0.28

S-5
9 of 69
2/26/2014 10:34 AM

424B2
http://www.sec.gov/Archives/edgar/data/858877/000119312514067566/...
Table of Contents
January 25,

2014

Actual
Consolidated Balance Sheet Data (in millions):

Cash and cash equivalents

$ 5,339
Investments

$ 41,726
Working capital

$ 37,745
Total assets

$ 98,427
Current liabilities

$ 22,944
Long-term obligations

$ 19,399
Total equity(1)

$ 56,084
(1) Includes noncontrolling interests of $15 million.

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 25, 2014

July 27, 2013

July 28, 2012

July 30, 2011

July 31, 2010

July 25, 2009
14x

17x
15x
11x
14x
18x

For purposes of determining the ratio of earnings to fixed charges, "earnings" represent our income before provision for
income taxes, plus (i) our share of losses attributable to our equity method investment in VCE Company, LLC, and (ii) our fixed
charges. "Fixed charges" represent interest expense plus an estimate of the interest within rental expense.

S-6
10 of 69
2/26/2014 10:34 AM