Form 8-K CISCO SYSTEMS, INC. For: Jun 12

Form 8-K CISCO SYSTEMS, INC. For: Jun 12

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June 18, 2015 4:45 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 12, 2015

CISCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


California	0-18225	77-0059951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 West Tasman Drive, San Jose, California		95134-1706
(Address of principal executive offices)		(Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

Closing of Notes Offering

On June 17, 2015, Cisco Systems, Inc. ( “Cisco”), pursuant to (a) that certain Indenture (the “Indenture”) dated as of March 3, 2014 by and between Cisco and The Bank of New York Mellon Trust Company, N.A., as trustee thereunder (the “Trustee”), and (b) an officer’s certificate dated June 17, 2015 delivered pursuant to the Indenture (the “Officer’s Certificate”), closed the sale of (i) $900,000,000 aggregate principal amount of Cisco’s Floating Rate Notes due 2018 (the “Floating Rate Notes”); (ii) $1,600,000,000 aggregate principal amount of Cisco’s 1.650% Senior Notes due 2018 (the “2018 Fixed Rate Notes”); (iii) $1,500,000,000 aggregate principal amount of Cisco’s 2.450% Senior Notes due 2020 (the “2020 Fixed Rate Notes”); (iv) $500,000,000 aggregate principal amount of Cisco’s 3.000% Senior Notes due 2022 (the “2022 Fixed Rate Notes”) and (v) $500,000,000 aggregate principal amount of Cisco’s 3.500% Senior Notes due 2025 (the “2025 Fixed Rate Notes” and, together with the Floating Rate Notes, the 2018 Fixed Rate Notes, the 2020 Fixed Rate Notes and the 2022 Fixed Rate Notes, the “Notes”, and such offer and sale of the Notes, the “Offering”). The Notes were issued pursuant to the Indenture and the Officer’s Certificate. A description of the material terms of the Notes is contained in Item 1.01 to Cisco’s current report on Form 8-K filed with the Commission on June 12, 2015. Such description is a summary and is qualified in its entirety by (x) the Indenture, filed as Exhibit No. 4.1 to that certain Current Report on Form 8-K filed on March 3, 2014, and (y) the forms of Notes contained in the Officer’s Certificate, filed as Exhibit No. 4.1 herewith, each incorporated by reference herein.

The Notes were offered pursuant to Cisco’s Registration Statement on Form S-3 filed on February 24, 2014 (Reg. No. 333-194090), including the prospectus contained therein, and a related prospectus supplement dated June 10, 2015.

In connection with the Offering, Cisco is filing the Officer’s Certificate (including the forms of Notes), a legal opinion and consent as, respectively, Exhibit No. 4.1, Exhibit No. 5.1 and Exhibit No. 23. 1 (contained in Exhibit No. 5.1) to this Form 8-K, each of which is incorporated by reference in its entirety into Cisco’s registration statement on Form S-3 (File No. 333-194090).

Stock Trading Plans

On June 12, 2015, John T. Chambers, Chairman and Chief Executive Officer (“CEO”) of Cisco, adopted a pre-arranged stock trading plan to (i) exercise up to 1,775,000 Cisco stock options set to expire in September and November of 2016, and sell the acquired shares of Cisco stock, and (ii) sell up to 500,000 shares of Cisco stock from other shareholdings. The plan is scheduled to terminate in September 2016.

On June 17, 2015, Charles Robbins, incoming CEO of Cisco, modified a pre-arranged stock trading plan originally entered into and disclosed in March 2015. Sales under the modified portion of the plan may begin in September 2015. Under the plan, Mr. Robbins may (i) exercise up to 42,000 Cisco stock options set to expire in September 2016, and sell the acquired shares of Cisco stock, and (ii) sell up to 90,000 shares of Cisco stock from other shareholdings. The plan is scheduled to terminate in December 2015.

The transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The plans were adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and Cisco’s policies regarding stock transactions.

Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description of Document

4.1		Form of Officer’s Certificate setting forth the terms of the Notes.

5.1		Opinion of Fenwick & West LLP.

23.1		Consent of Fenwick & West LLP (contained in Exhibit No. 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description of Document

4.1		Form of Officer’s Certificate setting forth the terms of the Notes.

5.1		Opinion of Fenwick & West LLP.

23.1		Consent of Fenwick & West LLP (contained in Exhibit No. 5.1).

EXHIBIT 4.1

Officer’s Certificate

June 17, 2015

Reference is made to the Indenture dated as of March 3, 2014 (the “Indenture”) by and between Cisco Systems, Inc. (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to Section 2.01 and Section 2.03 of the Indenture the undersigned officer of the Company does hereby certify on behalf of the Company, solely in his capacity as an officer of the Company and not as an individual, in connection with the issuance of (i) $900,000,000 aggregate principal amount of Floating Rate Notes due 2018 (the “Floating Rate Notes”), (ii) $1,600,000,000 aggregate principal amount of 1.650% Senior Notes due 2018 (the “2018 Fixed Rate Notes”), (iii) $1,500,000,000 aggregate principal amount of 2.450% Senior Notes due 2020 (the “2020 Fixed Rate Notes”), (iv) $500,000,000 aggregate principal amount of 3.000% Senior Notes due 2022 (the “2022 Fixed Rate Notes”) and (v) $500,000,000 aggregate principal amount of 3.500% Senior Notes due 2025 (the “2025 Fixed Rate Notes” and, together with the Floating Rate Notes, the 2018 Fixed Rate Notes, the 2020 Fixed Rate Notes and the 2022 Fixed Rate Notes, the “Notes”) that the terms of the Notes are as follows:

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture.


1.		Floating Rate Notes

Title:		Floating Rate Notes due 2018

Issuer:		Cisco Systems, Inc.

Trustee, Securities Registrar, Transfer Agent, Authenticating Agent, Calculation Agent and Paying Agent:		The Bank of New York Mellon Trust Company, N.A.

Aggregate Principal Amount at Maturity:		$900,000,000

Principal Payment Date:		June 15, 2018

Interest:		Floating rate equal to three-month LIBOR plus 0.310%

Date from which Interest will Accrue:		June 17, 2015

Interest Payment Dates:		March 15, June 15, September 15 and December 15, commencing on September 15, 2015


Redemption:		The Company may not redeem the Floating Rate Notes prior to their maturity

Conversion:		None

Sinking Fund:		None

Denominations:		$2,000 and multiples of $1,000 above that amount

Miscellaneous:		The terms of the Floating Rate Notes shall include such other terms as are set forth in the form of Floating Rate Notes attached hereto as Exhibit A and in the Indenture.

2.		2018 Fixed Rate Notes

Title:		1.650% Senior Notes due 2018

Issuer:		Cisco Systems, Inc.

Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:		The Bank of New York Mellon Trust Company, N.A.

Aggregate Principal Amount at Maturity:		$1,600,000,000

Principal Payment Date:		June 15, 2018

Interest:		1.650% per annum

Date from which Interest will Accrue:		June 17, 2015

Interest Payment Dates:		June 15 and December 15, commencing on December 15, 2015

Redemption:		The Company may at its option redeem the 2018 Fixed Rate Notes in whole or in part, at any time or from time to time, upon notice mailed (or transmitted in accordance with the procedures of the Depositary) to the registered address of each Holder of such notes at least 30 days but not more than 60 days prior to the date of redemption. The redemption price will be calculated by the Company and will be equal to the greater of (1) 100% of the principal amount of the 2018 Fixed Rate Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such


		notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 10 basis points plus, in each case, accrued interest thereon to the date of redemption.

Conversion:		None

Sinking Fund:		None

Denominations:		$2,000 and multiples of $1,000 above that amount

Miscellaneous:		The terms of the 2018 Fixed Rate Notes shall include such other terms as are set forth in the form of 2018 Fixed Rate Notes attached hereto as Exhibit B and in the Indenture.

3.		2020 Fixed Rate Notes

Title:		2.450% Senior Notes due 2020

Issuer:		Cisco Systems, Inc.

Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:		The Bank of New York Mellon Trust Company, N.A.

Aggregate Principal Amount at Maturity:		$1,500,000,000

Principal Payment Date:		June 15, 2020

Interest:		2.450% per annum

Date from which Interest will Accrue:		June 17, 2015

Interest Payment Dates:		June 15 and December 15, commencing on December 15, 2015

Redemption:		The Company may at its option redeem the 2020 Fixed Rate Notes in whole or in part, at any time or from time to time, upon notice mailed (or transmitted in accordance with the procedures of the Depositary) to the registered address of each Holder of such notes at least 30 days but not more than 60 days prior to the date of


		redemption. The redemption price will be calculated by the Company and will be equal to the greater of (1) 100% of the principal amount of the 2020 Fixed Rate Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points plus, in each case, accrued interest thereon to the date of redemption.

Conversion:		None

Sinking Fund:		None

Denominations:		$2,000 and multiples of $1,000 above that amount

Miscellaneous:		The terms of the 2020 Fixed Rate Notes shall include such other terms as are set forth in the form of 2020 Fixed Rate Notes attached hereto as Exhibit C and in the Indenture.

4.		2022 Fixed Rate Notes

Title:		3.000% Senior Notes due 2022

Issuer:		Cisco Systems, Inc.

Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:		The Bank of New York Mellon Trust Company, N.A.

Aggregate Principal Amount at Maturity:		$500,000,000

Principal Payment Date:		June 15, 2022

Interest:		3.000% per annum

Date from which Interest will Accrue:		June 17, 2015

Interest Payment Dates:		June 15 and December 15, commencing on December 15, 2015


Redemption:		The Company may at its option redeem the 2022 Fixed Rate Notes in whole or in part, at any time or from time to time, upon notice mailed (or transmitted in accordance with the procedures of the Depositary) to the registered address of each Holder of such notes at least 30 days but not more than 60 days prior to the date of redemption. The redemption price will be calculated by the Company and will be equal to the greater of (1) 100% of the principal amount of the 2022 Fixed Rate Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points plus, in each case, accrued interest thereon to the date of redemption.

Conversion:		None

Sinking Fund:		None

Denominations:		$2,000 and multiples of $1,000 above that amount

Miscellaneous:		The terms of the 2022 Fixed Rate Notes shall include such other terms as are set forth in the form of 2022 Fixed Rate Notes attached hereto as Exhibit D and in the Indenture.

5.		2025 Fixed Rate Notes

Title:		3.500% Senior Notes due 2025

Issuer:		Cisco Systems, Inc.

Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:		The Bank of New York Mellon Trust Company, N.A.

Aggregate Principal Amount at Maturity:		$500,000,000

Principal Payment Date:		June 15, 2025

Interest:		3.500% per annum


Date from which Interest will Accrue:		June 17, 2015

Interest Payment Dates:		June 15 and December 15, commencing on December 15, 2015

Redemption:		The Company may at its option redeem the 2025 Fixed Rate Notes in whole or in part, at any time or from time to time, upon notice mailed (or transmitted in accordance with the procedures of the Depositary) to the registered address of each Holder of such notes at least 30 days but not more than 60 days prior to the date of redemption. The redemption price will be calculated by the Company and will be equal to the greater of (1) 100% of the principal amount of the 2025 Fixed Rate Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points plus, in each case, accrued interest thereon to the date of redemption.

Conversion:		None

Sinking Fund:		None

Denominations:		$2,000 and multiples of $1,000 above that amount

Miscellaneous:		The terms of the 2025 Fixed Rate Notes shall include such other terms as are set forth in the form of 2025 Fixed Rate Notes attached hereto as Exhibit E and in the Indenture.

Subject to the representations, warranties and covenants described in the Indenture, as amended or supplemented from time to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Company and an Officer’s Certificate, to issue additional notes from time to time under each series of notes issued hereby. Any such additional notes of a series shall have identical terms as the Floating Rate Notes, 2018 Fixed Rate Notes, 2020 Fixed Rate Notes, 2022 Fixed Rate Notes or 2025 Fixed Rate Notes, as the case may be, issued on the issue date, other than with respect to the date of issuance and the issue price (together the “Additional Notes”). Any Additional Notes will be issued in accordance with Section 2.03 of the Indenture.

Such officer has read and understands the provisions of the Indenture and the definitions relating thereto. The statements made in this Officer’s Certificate are based upon the examination

of the provisions of the Indenture and upon the relevant books and records of the Issuer. In such officer’s opinion, such officer has made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with. In such officer’s opinion, such covenants and conditions have been complied with.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of Cisco Systems, Inc.

Dated: June 17, 2015


CISCO SYSTEMS, INC.

By:		/s/ Roger Biscay
Name:		Roger Biscay
Title:		Vice President, Treasurer and Global Risk Management

[SIGNATURE PAGE - OFFICER’S CERTIFICATE]

EXHIBIT A

[FORM OF FLOATING RATE NOTE]

[FORM OF FACE OF NOTE]

[THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]¹

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]²

¹	Include for a Global Security.

²	Include for a restricted security, along with applicable transfer restrictions.

Exhibit A-1

Cisco Systems, Inc.

Floating Rate Notes due 2018


No.		CUSIP No. 17275R AY8
		ISIN No. US17275RAY80

		Initially $

CISCO SYSTEMS, INC., a California corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to on the reverse hereof, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of ($ ) or such other amount as indicated on the Schedule of Exchange of Notes attached hereto on June 15, 2018.

Interest Rate: Three-month LIBOR plus 0.310%

Interest Payment Dates: March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2015

Record Dates: The Business Day immediately preceding the relevant Interest Payment Date

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

Exhibit A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

[Signature Page – Global Note]

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Signature Page – Global Note]

[FORM OF REVERSE OF NOTE]

Cisco Systems, Inc.

Floating Rate Notes due 2018

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 2015, to but excluding the next Interest Payment Date; provided that if an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day unless such next succeeding Business Day would be in the following month, in which case, the Interest Payment Date shall be the immediately preceding Business Day. The Company will pay interest quarterly in arrears on each Interest Payment Date, commencing September 15, 2015, to the person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest will be computed on the basis of the actual number of days in an interest period and a 360-day year.

The Notes will bear interest for each interest period at a rate determined by the calculation agent. The calculation agent is The Bank of New York Mellon Trust Company, N.A. until such time as the Company appoints a successor calculation agent. The interest rate on the Notes for a particular interest period will be equal to three-month LIBOR as determined on the interest determination date plus 0.310%. The interest determination date for an interest period will be the second London Business Day preceding the first day of such interest period. Promptly upon determination, the calculation agent will inform the Trustee and the Company of the interest rate for the next interest period. Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the Holders, the Trustee and the Company.

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market (“London Business Day”).

On any interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on the Reuters screen “LIBOR01” at approximately 11:00 a.m., London time, on such interest determination date. If on an interest determination date, such rate does not appear on the Reuters screen “LIBOR01” as of 11:00 a.m., London time, or if the Reuters screen “LIBOR01” is not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.’s page “BBAM.”

If no offered rate appears on the Reuters screen “LIBOR01” or Bloomberg L.P. page “BBAM” on an interest determination date at approximately 11:00 a.m., London time, then the Company will select four major banks in the London interbank market and the Calculation Agent shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime

Exhibit A-5

banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Company will select three major banks in New York City and the Calculation Agent shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable interest period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set equal to the rate of LIBOR for the then current interest period.

Upon request from any Holder, the calculation agent will provide the interest rate in effect for the Notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period.

Dollar amounts resulting from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent. The Company may change any paying agent without notice to the Holders.

Indenture; Defined Terms

This Note is one of the Floating Rate Notes due 2018 (the “Notes”) issued under an Indenture, dated as of March 3, 2014, between the Company and the Trustee (the “Indenture”) and established pursuant to an Officer’s Certificate dated June 17, 2015, issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a Security and the Notes are “Securities” under the Indenture. For purposes of the Indenture, “holder” includes the beneficial owner of interests in any Security.

Unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture Act”), as in effect on the date of the Indenture until such time as the Indenture is qualified under the Trust Indenture Act, and thereafter as in effect on the date on which the Indenture is qualified under the Trust Indenture Act. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.

Denominations; Transfer; Exchange

The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture.

Exhibit A-6

Amendment; Supplement; Waiver

Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, or make any other change that does not adversely affect the rights of any Holder of a Security.

Defaults and Remedies

If an Event of Default (other than certain bankruptcy Events of Default with respect to the Company) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in aggregate principal amount of the Securities of all affected series then Outstanding (including the Notes) voting together as a single class, shall by written notice, require the Company to repay immediately the entire principal amount of the Outstanding Securities, together with all accrued and unpaid interest. If a bankruptcy Event of Default with respect to the Company occurs and is continuing, then the entire principal amount of the Outstanding Securities (including the Notes) will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Securities of all affected series (including the Notes) at the time Outstanding (voting together as a single class) to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.

Authentication

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

Abbreviations and Defined Terms

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

Exhibit A-7

CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

Exhibit A-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



		(Print or type assignee’s name, address and zip code)


		(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:						Your Signature:

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

Signature

Signature Guarantee:

Exhibit A-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:


Date	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

Exhibit A-10

EXHIBIT B

[FORM OF 2018 FIXED RATE NOTE]

[FORM OF FACE OF NOTE]

¹	Include for a Global Security.

²	Include for a restricted security, along with applicable transfer restrictions.

Exhibit B-1

Cisco Systems, Inc.

1.650% Senior Notes due 2018


No.				CUSIP No. 17275R AU6
				ISIN No. US17275RAU68

				Initially $

Interest Rate: 1.650% per annum

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2015

Record Dates: June 1 and December 1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

Exhibit B-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

[Signature Page – Global Note]

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Signature Page – Global Note]

[FORM OF REVERSE OF NOTE]

Cisco Systems, Inc.

1.650% Senior Notes due 2018

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 2015, to but excluding the next Interest Payment Date; provided that if an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing December 15, 2015, to the person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, for partial months, on the basis of actual days elapsed in a 30-day month.

Redemption

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments on such Notes discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 10 basis points, plus, in each case, accrued and unpaid interest to, but excluding the date of redemption (the “Redemption Price”) upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. Notwithstanding the foregoing, any payment of interest becoming due on or before the date fixed for redemption shall be payable to the Holders of such Notes registered as such on the relevant record date. The Redemption Price will be paid in cash. The Company shall calculate the relevant Redemption Price.

The Company will prepare and mail (or otherwise transmit in accordance with the procedures of the Depositary) a notice of redemption to each Holder to be redeemed by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. On and after a redemption date, interest will cease to accrue on the Notes called for redemption (unless the Company shall default in the payment of the redemption price and accrued interest). If less than all of the Notes are to be redeemed, the Depositary shall select the Notes to be redeemed in accordance with its operational arrangements. [If the Notes are not Global Securities held by the Depositary, the Notes to be redeemed shall be selected by the Trustee by lot; provided, however that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.]¹

“Comparable Treasury Issue” means the United States Treasury security, selected by a Reference Treasury Dealer (as defined below) as selected by the Company, as having an actual

¹	Include if not a Global Security.

Exhibit B-5

or interpolated maturity comparable to the remaining term of the Notes called for redemption, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of Notes called for redemption.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for that redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC and any other primary U.S. Government securities dealer selected by the Company, and each of their respective successors. If any Reference Treasury Dealer shall cease to be a primary U.S. Government securities dealer, the Company will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.

“Reference Treasury Dealer Quotations” means, on any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by the Reference Treasury Dealer selected by the Company at 3:30 p.m., New York City time, on the third Business Day preceding that redemption date.

“Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes called for redemption that would be due after the related redemption date but for that redemption. If that redemption date is not an Interest Payment Date with respect to the Notes called for redemption, the amount of the next succeeding scheduled interest payment on such Notes will be reduced by the amount of interest accrued to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent Yield to Maturity (computed as of the third Business Day immediately preceding that redemption date) of the Comparable Treasury Issue (as defined above), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined above) for that redemption date.

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent. The Company may change any paying agent without notice to the Holders.

Exhibit B-6

Indenture; Defined Terms

This Note is one of the 1.650% Senior Notes due 2018 (the “Notes”) issued under an Indenture, dated as of March 3, 2014, between the Company and the Trustee (the “Indenture”) and established pursuant to an Officer’s Certificate dated June 17, 2015, issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a Security and the Notes are “Securities” under the Indenture. For purposes of the Indenture, “holder” includes the beneficial owner of interests in any Security.

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

Defaults and Remedies

Exhibit B-7

entire principal amount of the Outstanding Securities (including the Notes) will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Securities of all affected series (including the Notes) at the time Outstanding (voting together as a single class) to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.

Authentication

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

Exhibit B-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



		(Print or type assignee’s name, address and zip code)


		(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:						Your Signature:

Signature

Signature Guarantee:

Exhibit B-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:


Date	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

Exhibit B-10

EXHIBIT C

[FORM OF 2020 FIXED RATE NOTE]

[FORM OF FACE OF NOTE]

¹	Include for a Global Security.

²	Include for a restricted security, along with applicable transfer restrictions.

Exhibit C-1

Cisco Systems, Inc.

2.450% Senior Notes due 2020


No.				CUSIP No. 17275R AX0
				ISIN No. US17275RAX08

				Initially $

Interest Rate: 2.450% per annum

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2015

Record Dates: June 1 and December 1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

Exhibit C-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

[Signature Page – Global Note]

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Signature Page – Global Note]

[FORM OF REVERSE OF NOTE]

Cisco Systems, Inc.

2.450% Senior Notes due 2020

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 2015, to but excluding the next Interest Payment Date; provided that if an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing December 15, 2015, to the person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, for partial months, on the basis of actual days elapsed in a 30-day month.

Redemption

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments on such Notes discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest to, but excluding the date of redemption (the “Redemption Price”) upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. Notwithstanding the foregoing, any payment of interest becoming due on or before the date fixed for redemption shall be payable to the Holders of such Notes registered as such on the relevant record date. The Redemption Price will be paid in cash. The Company shall calculate the relevant Redemption Price.

“Comparable Treasury Issue” means the United States Treasury security, selected by a Reference Treasury Dealer (as defined below) as selected by the Company, as having an actual

¹	Include if not a Global Security.

Exhibit C-5

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent. The Company may change any paying agent without notice to the Holders.

Exhibit C-6

Indenture; Defined Terms

This Note is one of the 2.450% Senior Notes due 2020 (the “Notes”) issued under an Indenture, dated as of March 3, 2014, between the Company and the Trustee (the “Indenture”) and established pursuant to an Officer’s Certificate dated June 17, 2015, issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a Security and the Notes are “Securities” under the Indenture. For purposes of the Indenture, “holder” includes the beneficial owner of interests in any Security.

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

Defaults and Remedies

Exhibit C-7

Authentication

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

Exhibit C-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



		(Print or type assignee’s name, address and zip code)


		(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:						Your Signature:

Signature

Signature Guarantee:

Exhibit C-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:


Date	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

Exhibit C-10

EXHIBIT D

[FORM OF 2022 FIXED RATE NOTE]

[FORM OF FACE OF NOTE]

¹	Include for a Global Security.

²	Include for a restricted security, along with applicable transfer restrictions.

Exhibit D-1

Cisco Systems, Inc.

3.000% Senior Notes due 2022


No.				CUSIP No. 17275R AV4
				ISIN No. US17275RAV42

				Initially $

Interest Rate: 3.000% per annum

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2015

Record Dates: June 1 and December 1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

Exhibit D-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

[Signature Page – Global Note]

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Signature Page – Global Note]

[FORM OF REVERSE OF NOTE]

Cisco Systems, Inc.

3.000% Senior Notes due 2022

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 2015, to but excluding the next Interest Payment Date; provided that if an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing December 15, 2015, to the person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, for partial months, on the basis of actual days elapsed in a 30-day month.

Redemption

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments on such Notes discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest to, but excluding the date of redemption (the “Redemption Price”) upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. Notwithstanding the foregoing, any payment of interest becoming due on or before the date fixed for redemption shall be payable to the Holders of such Notes registered as such on the relevant record date. The Redemption Price will be paid in cash. The Company shall calculate the relevant Redemption Price.

“Comparable Treasury Issue” means the United States Treasury security, selected by a Reference Treasury Dealer (as defined below) as selected by the Company, as having an actual

¹	Include if not a Global Security.

Exhibit D-5

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent. The Company may change any paying agent without notice to the Holders.

Exhibit D-6

Indenture; Defined Terms

This Note is one of the 3.000% Senior Notes due 2022 (the “Notes”) issued under an Indenture, dated as of March 3, 2014, between the Company and the Trustee (the “Indenture”) and established pursuant to an Officer’s Certificate dated June 17, 2015, issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a Security and the Notes are “Securities” under the Indenture. For purposes of the Indenture, “holder” includes the beneficial owner of interests in any Security.

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

Defaults and Remedies

Exhibit D-7

Authentication

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

Exhibit D-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



		(Print or type assignee’s name, address and zip code)


		(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:						Your Signature:

Signature

Signature Guarantee:

Exhibit D-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:


Date	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

Exhibit D-10

EXHIBIT E

[FORM OF 2025 FIXED RATE NOTE]

[FORM OF FACE OF NOTE]

¹	Include for a Global Security.

²	Include for a restricted security, along with applicable transfer restrictions.

Exhibit E-1

Cisco Systems, Inc.

3.500% Senior Notes due 2025


No.				CUSIP No. 17275R AW2
				ISIN No. US17275RAW25

				Initially $

Interest Rate: 3.500% per annum

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2015

Record Dates: June 1 and December 1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

Exhibit E-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


CISCO SYSTEMS, INC.

By:
		Authorized Signatory

[Signature Page – Global Note]

This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Signature Page – Global Note]

[FORM OF REVERSE OF NOTE]

Cisco Systems, Inc.

3.500% Senior Notes due 2025

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 2015, to but excluding the next Interest Payment Date; provided that if an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing December 15, 2015, to the person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, for partial months, on the basis of actual days elapsed in a 30-day month.

Redemption

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments on such Notes discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest to, but excluding the date of redemption (the “Redemption Price”) upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. Notwithstanding the foregoing, any payment of interest becoming due on or before the date fixed for redemption shall be payable to the Holders of such Notes registered as such on the relevant record date. The Redemption Price will be paid in cash. The Company shall calculate the relevant Redemption Price.

“Comparable Treasury Issue” means the United States Treasury security, selected by a Reference Treasury Dealer (as defined below) as selected by the Company, as having an actual

¹	Include if not a Global Security.

Exhibit E-5

Paying Agent

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent. The Company may change any paying agent without notice to the Holders.

Exhibit E-6

Indenture; Defined Terms

This Note is one of the 3.500% Senior Notes due 2025 (the “Notes”) issued under an Indenture, dated as of March 3, 2014, between the Company and the Trustee (the “Indenture”) and established pursuant to an Officer’s Certificate dated June 17, 2015, issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a Security and the Notes are “Securities” under the Indenture. For purposes of the Indenture, “holder” includes the beneficial owner of interests in any Security.

Denominations; Transfer; Exchange

Amendment; Supplement; Waiver

Defaults and Remedies

Exhibit E-7

Authentication

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note.

Abbreviations and Defined Terms

CUSIP Numbers

Governing Law

The laws of the State of New York shall govern the Indenture and this Note.

Exhibit E-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



		(Print or type assignee’s name, address and zip code)


		(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:						Your Signature:

Signature

Signature Guarantee:

Exhibit E-9

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:


Date	Amount of decrease in Principal Amount of this Global Security	Amount of increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such decrease or increase	Signature of authorized signatory of Trustee or Notes Custodian

Exhibit E-10

EXHIBIT 5.1

June 17, 2015

Cisco Systems, Inc.

170 West Tasman Drive

San Jose, California 95134-1706

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (File No. 333-194090) (the “Registration Statement”) filed by Cisco Systems, Inc., a California corporation (the “Company”), on February 24, 2014 with the United States Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance and sale, from time to time by the Company of one or more series of its debt securities (the “Debt Securities”) issuable pursuant to an indenture dated as of March 3, 2014 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), with an indeterminate aggregate principal amount of the Debt Securities as may at various times be issued at indeterminate prices, in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. With the prospectus and prospectus supplements, which comprise part of the Registration Statement, the Company may offer and sell the Debt Securities from time to time or on a continuous basis.

The Company currently proposes to sell up to an aggregate of $5,000,000,000 Debt Securities, consisting of an aggregate of $900,000,000 principal amount of the Company’s Floating Rate Notes due 2018, $1,600,000,000 principal amount of the Company’s 1.650% Senior Notes due 2018, $1,500,000,000 principal amount of the Company’s 2.450% Senior Notes due 2020, $500,000,000 principal amount of the Company’s 3.000% Senior Notes due 2022 and $500,000,000 principal amount of the Company’s 3.500% Senior Notes due 2025 (collectively, the “Takedown Securities”), under the Registration Statement (the “Offering”), all of which will be sold pursuant to the Underwriting Agreement, dated as of June 10, 2015 (the “Underwriting Agreement”), by and among the Company and the entities referred to therein as the Underwriters.

In rendering this opinion, we have examined the following:

(1)

the Restated Articles of Incorporation of the Company, as filed with the California Secretary of State on January 18, 2001 and certified by the California Secretary of State on May 26, 2015 (the “Articles”);

(2)

the Amended and Restated Bylaws of the Company, as adopted on October 3, 2012 and certified to us by the Company in the Management Certificate (as defined below) (the “Bylaws”);

Cisco Systems, Inc.

June 17, 2015

Page 2

(3)

the Registration Statement (together with the exhibits filed as part thereof);

(4)

the base prospectus comprising part of the Registration Statement, as amended (the “Base Prospectus”), and the accompanying prospectus supplement applicable to the Offering (the “Prospectus Supplement”);

(5)

the minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) pursuant to which the Articles and Bylaws were approved and adopted and the resolutions of the Board and the Finance Committee of the Board (the “Finance Committee”) pursuant to which, the approval of the filing of the Registration Statement, the sale and issuance of the Takedown Securities and other related matters were approved or adopted (collectively, the “Resolutions”) that have been delivered to us by, and certified to us by, the Company for the purposes of rendering this opinion;

(6)

the fully executed Indenture;

(7)

the fully executed Underwriting Agreement;

(8)

the forms of the Takedown Securities;

(9)

the officer’s certificate dated as of June 17, 2015 signed by the Company and delivered by the Company to the Trustee pursuant to the terms of the Indenture;

(10)

a Management Certificate addressed to us and dated of even date herewith executed by the Company containing factual and other representations (the “Management Certificate”); and

(11)

Certificate of Status as to the Company issued by the California Secretary of State and dated as of May 15, 2015 (the “California Good Standing Certificate”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to

Cisco Systems, Inc.

June 17, 2015

Page 3

originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any documents reviewed by us, and the due authorization, execution and delivery of all documents where authorization, due execution and delivery are prerequisites to the effectiveness thereof (other than the due authorization of the documents described above by the Company). We have also assumed that, if and to the extent that the Takedown Securities are issued in certificated form, the certificates representing the Takedown Securities will be, when issued, properly signed by authorized officers of the Company or their agents, properly authenticated in accordance with the terms of the Indenture and delivered to the intended recipients with the intent that the Company be bound thereby.

In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any of the Takedown Securities, there will not have occurred any change in law affecting the legality or validity of the Takedown Securities. We also assume that the Indenture has been validly executed and delivered by the Trustee and the Underwriting Agreement has been validly executed and delivered by the Underwriters.

In rendering this opinion we have examined such matters as we have deemed necessary in order to render this opinion, including our examination of the documents referred to above and have assumed the current accuracy and completeness of the information included in the documents referred to above and the representations and warranties made by representatives of the Company to us, including, but not limited to, those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We are admitted to practice law in the State of California, and this opinion is rendered only with respect to, and no opinion is expressed herein concerning the application or effect of the laws of any jurisdiction other than, (i) the currently existing laws of the United States of America, (ii) the currently existing laws of the State of California, and (iii) solely with respect to whether or not the Debt Securities are the valid and binding obligations of the Company, the currently existing laws of the State of New York.

This opinion is qualified by, and is subject to, and we render no opinion with respect to, the following limitations and exceptions to the enforceability of the Takedown Securities:

(a)

the effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors;

(b)

the effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; and

Cisco Systems, Inc.

June 17, 2015

Page 4

(c)

the effect of laws relating to usury or permissible rates of interest for loans, forbearances or the use of money.

Based upon the foregoing, we are of the opinion that the Takedown Securities, when issued, sold and delivered (i) in the manner and for the consideration approved by an authorized officer of the Company in accordance with the Resolutions and stated in the Prospectus Supplement, and (ii) pursuant to the terms of the Underwriting Agreement, then the Takedown Securities will be validly issued and will constitute valid and binding obligations of the Company.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Base Prospectus, the Prospectus Supplement and any amendments or supplements thereto. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or by the rules and regulations promulgated thereunder.

[LAST PARAGRAPH AND SIGNATURE PAGE TO FOLLOW]

This opinion is intended solely for use in connection with the issuance and sale of the Takedown Securities under the Registration Statement and is not to be relied upon for any other purpose. This opinion speaks as of the date first written above, and we assume no obligation to advise you, or any other person or entity, of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

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CISCO SYSTEMS, INC.

Dated: June 18, 2015

/s/ Evan Sloves

Evan Sloves

Assistant Secretary