CISCO SYSTEMS, INC.
For the period ended Dec 15, 2026. Filed Oct 29, 2026.
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Dec 15, 2026 · Filed Oct 29, 2026
Contents
Appendix
Reconciliations of GAAP to Non-GAAP Measures
This Proxy Statement includes non-GAAP measures for operating margin, earnings per share, and free cash flow. These non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (“GAAP”), and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Cisco believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Cisco’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Cisco’s results of operations in conjunction with the corresponding GAAP measures. Cisco believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations.
The non-GAAP financial measures described above are defined as follows:
l Non-GAAP Operating Income and Operating Margin: Cisco defines Non-GAAP Operating Income as Operating Income excluding share-based compensation expense, amortization of acquisition-related intangible assets, acquisition/divestiture-related costs, significant litigation settlements and other contingencies (such as legal dispute with supplier and supplier remediation charge (adjustment)), and significant asset impairments and restructurings. Non-GAAP Operating Margin is non-GAAP Operating Income divided by revenue.
l Non-GAAP Earnings Per Share: Cisco defines Non-GAAP Earnings Per Share as Net Income, excluding share-based compensation expense, amortization of acquisition-related intangible assets, acquisition/divestiture-related costs, significant litigation settlements and other contingencies (such as legal dispute with supplier and supplier remediation charge (adjustment)), significant asset impairments and restructurings, and (gains) and losses on investments, net of the income tax effect of these non-GAAP adjustments, and significant tax matters, divided by the weighted average diluted shares outstanding.
l Free Cash Flow: Cisco defines Free Cash Flow as cash flow from operating activities less capital expenditures, which are defined as acquisitions of property and equipment.
Please see the tables below for the reconciliation of the following non‑GAAP measures included in this Proxy Statement to the most directly comparable financial measures calculated and presented in accordance with GAAP as reported in Cisco’s Annual Report on Form 10-K for its fiscal year ended July 25, 2026.
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Operating Income, Operating Margin and Earnings Per Share
(In millions, except per share amounts and percentages)
| Fiscal Years Ended · 2026 vs. 2025Year Over Year Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| July 25, 2026 · July 26, 2025 | |||||||||
| Operating Income · EPS · OperatingIncome · EPS · OperatingIncome · EPS | |||||||||
| GAAP amount | $15,368 | $3.33 | $11,760 | $2.55 | 31% | 31% | |||
| % of revenue | 24.3% | 20.8% | 350pts | ||||||
| Adjustments to GAAP amounts: | |||||||||
| Share-based compensation expense | 3,770 | 0.95 | 3,603 | 0.90 | |||||
| Amortization of acquisition-related intangible assets | 1,834 | 0.46 | 2,179 | 0.55 | |||||
| Acquisition/divestiture-related costs | 375 | 0.09 | 857 | 0.21 | |||||
| Legal dispute with supplier | — | — | 355 | 0.09 | |||||
| Supplier component remediation charge (adjustment) | — | — | (7) | — | |||||
| Significant asset impairments and restructurings | 693 | 0.17 | 744 | 0.19 | |||||
| (Gains) and losses on investments | — | (0.35) | — | (0.05) | |||||
| Income tax effect/significant tax matters | (0.32) | (0.63) | |||||||
| Non-GAAP amount | $22,040 | $4.33 | $19,491 | $3.81 | 13% | 14% | |||
| % of revenue | 34.8% | 34.4% | 40pts | ||||||
Amounts may not sum and percentages may not recalculate due to rounding.
Cash Flow from Operating Activities to Free Cash Flow
(In millions, except percentages)
| Fiscal Year Ended | July 25, 2026 |
|---|---|
| Cash Flow from Operating Activities | $14,177 |
| Capital Expenditures* | (1,410) |
| Free Cash Flow | $12,767 |
| Capital Returned to Shareholders | $12,659 |
| Free Cash Flow Returned to Shareholders | 99% |
- Capital expenditures for the indicated periods are from the "Acquisition of property and equipment" of Cisco's Consolidated Statements of Cash Flows.
| 88 | Cisco 2026 Proxy Statement |
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