Employee Benefit Plans
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(a) | Employee Stock Incentive Plans |
As of July 27, 2013, the Company had five stock incentive plans: the 2005 Stock Incentive Plan (the “2005 Plan”); the 1996 Stock Incentive Plan (the “1996 Plan”); the 1997 Supplemental Stock Incentive Plan (the “Supplemental Plan”); the Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan (the “SA Acquisition Plan”); and the Cisco Systems, Inc. WebEx Acquisition Long-Term Incentive Plan (the “WebEx Acquisition Plan”). In addition, the Company has, in connection with the acquisitions of various companies, assumed the share-based awards granted under stock incentive plans of the acquired companies or issued share-based awards in replacement thereof. Share-based awards are designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share-based awards are based on competitive practices, operating results of the Company, government regulations, and other factors. Since the inception of the stock incentive plans, the Company has granted share-based awards to a significant percentage of its employees, and the majority has been granted to employees below the vice president level. The Company’s primary stock incentive plans are summarized as follows:
2005 Plan As amended on November 15, 2007, the maximum number of shares issuable under the 2005 Plan over its term is 559 million shares plus the amount of any shares underlying awards outstanding on November 15, 2007 under the 1996 Plan, the SA Acquisition Plan, and the WebEx Acquisition Plan that are forfeited or are terminated for any other reason before being exercised or settled. If any awards granted under the 2005 Plan are forfeited or are terminated for any other reason before being exercised or settled, then the shares underlying the awards will again be available under the 2005 Plan.
Pursuant to an amendment approved by the Company’s shareholders on November 12, 2009, the number of shares available for issuance under the 2005 Plan was reduced by 1.5 shares for each share awarded as a stock grant or a stock unit, and any shares underlying awards outstanding under the 1996 Plan, the SA Acquisition Plan, and the WebEx Acquisition Plan that expire unexercised at the end of their maximum terms become available for reissuance under the 2005 Plan. The 2005 Plan permits the granting of stock options, restricted stock, and restricted stock units (RSUs), the vesting of which may be performance-based or market-based along with the requisite service requirement, and stock appreciation rights to employees (including employee directors and officers), consultants of the Company and its subsidiaries and affiliates, and non-employee directors of the Company. Stock options and stock appreciation rights granted under the 2005 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and prior to November 12, 2009 have an expiration date no later than nine years from the grant date. The expiration date for stock options and stock appreciation rights granted subsequent to the amendment approved on November 12, 2009 shall be no later than 10 years from the grant date.
The stock options will generally become exercisable for 20% or 25% of the option shares one year from the date of grant and then ratably over the following 48 months or 36 months, respectively. Time-based stock grants and time-based RSUs will generally vest with respect to 20% or 25% of the shares or share units covered by the grant on each of the first through fifth or fourth anniversaries of the date of the grant, respectively. Performance-based and market-based RSUs typically vest at the end of the three-year requisite service period or earlier if the award recipient meets certain retirement eligibility conditions. The Compensation and Management Development Committee of the Board of Directors has the discretion to use different vesting schedules. Stock appreciation rights may be awarded in combination with stock options or stock grants, and such awards shall provide that the stock appreciation rights will not be exercisable unless the related stock options or stock grants are forfeited. Stock grants may be awarded in combination with non-statutory stock options, and such awards may provide that the stock grants will be forfeited in the event that the related non-statutory stock options are exercised.
1996 Plan The 1996 Plan expired on December 31, 2006, and the Company can no longer make equity awards under the 1996 Plan. The maximum number of shares issuable over the term of the 1996 Plan was 2.5 billion shares. Stock options granted under the 1996 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than nine years from the grant date. The stock options generally became exercisable for 20% or 25% of the option shares one year from the date of grant and then ratably over the following 48 or 36 months, respectively. Certain other grants utilized a 60-month ratable vesting schedule. In addition, the Board of Directors, or other committees administering the 1996 Plan, had the discretion to use a different vesting schedule and did so from time to time.
Supplemental Plan The Supplemental Plan expired on December 31, 2007, and the Company can no longer make equity awards under the Supplemental Plan. Officers and members of the Company’s Board of Directors were not eligible to participate in the Supplemental Plan. Nine million shares were reserved for issuance under the Supplemental Plan.
Acquisition Plans In connection with the Company’s acquisitions of Scientific-Atlanta, Inc. (“Scientific-Atlanta”) and WebEx Communications, Inc. (“WebEx”), the Company adopted the SA Acquisition Plan and the WebEx Acquisition Plan, respectively, each effective upon completion of the applicable acquisition. These plans constitute assumptions, amendments, restatements, and renamings of the 2003 Long-Term Incentive Plan of Scientific-Atlanta and the WebEx Communications, Inc. Amended and Restated 2000 Stock Incentive Plan, respectively. The plans permit the grant of stock options, stock, stock units, and stock appreciation rights to certain employees of the Company and its subsidiaries and affiliates who had been employed by Scientific-Atlanta or its subsidiaries or WebEx or its subsidiaries, as applicable. As a result of the shareholder approval of the amendment and extension of the 2005 Plan, as of November 15, 2007, the Company will no longer make stock option grants or direct share issuances under either the SA Acquisition Plan or the WebEx Acquisition Plan.
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(b) | Employee Stock Purchase Plan |
The Company has an Employee Stock Purchase Plan, which includes its subplan, the International Employee Stock Purchase Plan (together, the “Purchase Plan”), under which 471.4 million shares of the Company’s common stock have been reserved for issuance as of July 27, 2013. Eligible employees are offered shares through a 24-month offering period, which consists of four consecutive 6-month purchase periods. Employees may purchase a limited number of shares of the Company’s stock at a discount of up to 15% of the lesser of the market value at the beginning of the offering period or the end of each 6-month purchase period. The Purchase Plan is scheduled to terminate on January 3, 2020. The Company issued 36 million, 35 million, and 34 million shares under the Purchase Plan in fiscal 2013, 2012, and 2011, respectively. As of July 27, 2013, 51 million shares were available for issuance under the Purchase Plan.
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(c) | Summary of Share-Based Compensation Expense |
Share-based compensation expense consists primarily of expenses for stock options, stock purchase rights, restricted stock, and restricted stock units granted to employees. The following table summarizes share-based compensation expense (in millions):
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Years Ended | July 27, 2013 | | July 28, 2012 | | July 30, 2011 |
Cost of sales—product | $ | 40 |
| | $ | 53 |
| | $ | 61 |
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Cost of sales—service | 138 |
| | 156 |
| | 177 |
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Share-based compensation expense in cost of sales | 178 |
| | 209 |
| | 238 |
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Research and development | 286 |
| | 401 |
| | 481 |
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Sales and marketing | 484 |
| | 588 |
| | 651 |
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General and administrative | 175 |
| | 203 |
| | 250 |
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Restructuring and other charges | (3 | ) | | — |
| | — |
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Share-based compensation expense in operating expenses | 942 |
| | 1,192 |
| | 1,382 |
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Total share-based compensation expense | $ | 1,120 |
| | $ | 1,401 |
| | $ | 1,620 |
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Income tax benefit for share-based compensation | $ | 285 |
| | $ | 335 |
| | $ | 444 |
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As of July 27, 2013, the total compensation cost related to unvested share-based awards not yet recognized was $2.3 billion, which is expected to be recognized over approximately 2.5 years on a weighted-average basis.
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(d) | Share-Based Awards Available for Grant |
A summary of share-based awards available for grant is as follows (in millions): |
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Years Ended | July 27, 2013 | | July 28, 2012 | | July 30, 2011 |
Balance at beginning of fiscal year | 218 |
| | 255 |
| | 295 |
|
Restricted stock, stock units, and other share-based awards granted | (102 | ) | | (95 | ) | | (82 | ) |
Share-based awards canceled/forfeited/expired | 115 |
| | 64 |
| | 42 |
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Other | (3 | ) | | (6 | ) | | — |
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Balance at end of fiscal year | 228 |
| | 218 |
| | 255 |
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As reflected in the preceding table, for each share awarded as restricted stock or subject to a restricted stock unit award under the 2005 Plan, an equivalent of 1.5 shares was deducted from the available share-based award balance. For restricted stock units that were awarded with vesting contingent upon the achievement of future financial performance or market-based metrics, the maximum awards that can be achieved upon full vesting of such awards were reflected in the preceding table.
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(e) | Restricted Stock and Stock Unit Awards |
A summary of the restricted stock and stock unit activity, which includes time-based and performance-based or market-based restricted stock units, is as follows (in millions, except per-share amounts): |
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| Restricted Stock/ Stock Units | | Weighted-Average Grant Date Fair Value per Share | | Aggregated Fair Market Value |
UNVESTED BALANCE AT JULY 31, 2010 | 97 |
| | $ | 22.35 |
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Granted and assumed | 56 |
| | 20.62 |
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Vested | (27 | ) | | 22.54 |
| | $ | 529 |
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Canceled/forfeited | (10 | ) | | 22.04 |
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UNVESTED BALANCE AT JULY 30, 2011 | 116 |
| | 21.50 |
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Granted and assumed | 65 |
| | 17.45 |
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Vested | (35 | ) | | 21.94 |
| | $ | 580 |
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Canceled/forfeited | (18 | ) | | 20.38 |
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UNVESTED BALANCE AT JULY 28, 2012 | 128 |
| | 19.46 |
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Granted and assumed | 72 |
| | 18.52 |
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Vested | (46 | ) | | 20.17 |
| | $ | 932 |
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Canceled/forfeited | (11 | ) | | 18.91 |
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UNVESTED BALANCE AT JULY 27, 2013 | 143 |
| | $ | 18.80 |
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A summary of the stock option activity is as follows (in millions, except per-share amounts): |
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| STOCK OPTIONS OUTSTANDING |
| Number Outstanding | | Weighted-Average Exercise Price per Share |
BALANCE AT JULY 31, 2010 | 732 |
| | $ | 21.39 |
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Exercised | (80 | ) | | 16.55 |
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Canceled/forfeited/expired | (31 | ) | | 25.91 |
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BALANCE AT JULY 30, 2011 | 621 |
| | 21.79 |
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Assumed from acquisitions | 1 |
| | 2.08 |
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Exercised | (66 | ) | | 13.51 |
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Canceled/forfeited/expired | (36 | ) | | 23.40 |
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BALANCE AT JULY 28, 2012 | 520 |
| | 22.68 |
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Assumed from acquisitions | 10 |
| | 0.77 |
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Exercised | (154 | ) | | 18.51 |
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Canceled/forfeited/expired | (100 | ) | | 22.18 |
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BALANCE AT JULY 27, 2013 | 276 |
| | $ | 24.44 |
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The total pretax intrinsic value of stock options exercised during fiscal 2013, 2012, and 2011 was $661 million, $333 million, and $312 million, respectively.
The following table summarizes significant ranges of outstanding and exercisable stock options as of July 27, 2013 (in millions, except years and share prices): |
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| | STOCK OPTIONS OUTSTANDING | | STOCK OPTIONS EXERCISABLE |
Range of Exercise Prices | | Number Outstanding | | Weighted- Average Remaining Contractual Life (in Years) | | Weighted- Average Exercise Price per Share | | Aggregate Intrinsic Value | | Number Exercisable | | Weighted- Average Exercise Price per Share | | Aggregate Intrinsic Value |
$ 0.01 – 15.00 | | 9 |
| | 6.18 | | $ | 3.99 |
| | $ | 198 |
| | 5 |
| | $ | 7.00 |
| | $ | 84 |
|
15.01 – 18.00 | | 40 |
| | 1.20 | | 17.79 |
| | 308 |
| | 40 |
| | 17.79 |
| | 307 |
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18.01 – 20.00 | | 25 |
| | 0.68 | | 19.15 |
| | 155 |
| | 24 |
| | 19.15 |
| | 155 |
|
20.01 – 25.00 | | 86 |
| | 2.22 | | 22.82 |
| | 231 |
| | 86 |
| | 22.82 |
| | 231 |
|
25.01 – 35.00 | | 116 |
| | 3.12 | | 30.69 |
| | — |
| | 116 |
| | 30.69 |
| | — |
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Total | | 276 |
| | 2.45 | | $ | 24.44 |
| | $ | 892 |
| | 271 |
| | $ | 24.84 |
| | $ | 777 |
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The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $25.50 as of July 26, 2013, that would have been received by the option holders had those option holders exercised their stock options as of that date. The total number of in-the-money stock options exercisable as of July 27, 2013 was 155 million. As of July 28, 2012, 512 million outstanding stock options were exercisable and the weighted-average exercise price was $22.65.
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(g) | Valuation of Employee Share-Based Awards |
Time-based restricted stock units and performance-based restricted stock units (PRSUs) that are based on the Company’s financial performance metrics are valued using the market value of the Company’s common stock on the date of grant, discounted for the present value of expected dividends. On the date of grant, the Company estimated the fair value of the total shareholder return (TSR) component of the PRSUs using a Monte Carlo simulation model. The assumptions for the valuation of time-based RSUs and PRSUs are summarized as follows:
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| RESTRICTED STOCK UNITS |
| PERFORMANCE RESTRICTED STOCK UNITS |
Years Ended | July 27, 2013 |
| July 28, 2012 |
| July 30, 2011 |
| July 27, 2013 |
| July 28, 2012 |
Number of shares granted (in millions) | 64 |
|
| 62 |
|
| 54 |
|
| 4 |
|
| 2 |
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Weighted-average assumptions/inputs: |
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Grant date fair value per share | $ | 18.39 |
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| $ | 17.26 |
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| $ | 20.59 |
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| $ | 19.73 |
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| $ | 22.17 |
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Expected dividend yield | 3.0 | % |
| 1.5 | % |
| 0.3 | % |
| 2.9 | % |
| 1.3 | % |
Range of risk-free interest rates | 0.0% - 1.1% |
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| 0.0% - 1.1% |
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| 0.0% - 1.9% |
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| 0.1% - 0.7% |
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| 0.0% - 0.9% |
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Range of expected volatilities for index | N/A |
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| N/A |
|
| N/A |
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| 18.3% - 78.3% |
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| 19.8% - 60.8% |
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The PRSUs granted during fiscal 2013 and fiscal 2012 are contingent on the achievement of the Company’s financial performance metrics or its comparative market-based returns. Generally, 50% of the PRSUs are earned based on the average of annual operating cash flow and earnings per share goals established at the beginning of each fiscal year over a three-year performance period. Generally, the remaining 50% of the PRSUs are earned based on the Company’s TSR measured against the benchmark TSR of a peer group over the same period. Each PRSU recipient could vest in 0% to 150% of the target shares granted.
The assumptions for the valuation of employee stock purchase rights are summarized as follows:
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| EMPLOYEE STOCK PURCHASE RIGHTS |
Years Ended | July 27, 2013 | | July 28, 2012 |
| | July 30, 2011 |
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Weighted-average assumptions: | | | | | |
Expected volatility | 28.7 | % | | 27.2 | % | | 35.1 | % |
Risk-free interest rate | 0.4 | % | | 0.2 | % | | 0.9 | % |
Expected dividend | 1.5 | % | | 1.5 | % | | 0.0 | % |
Expected life (in years) | 1.8 |
| | 0.8 |
| | 1.8 |
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Weighted-average estimated grant date fair value per share | $ | 4.68 |
| | $ | 3.81 |
| | $ | 6.31 |
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The valuation of employee stock purchase rights and the related assumptions are for the employee stock purchases made during the respective fiscal years.
The Company uses third-party analyses to assist in developing the assumptions used in, as well as calibrating, its lattice-binomial and Black-Scholes models. The Company is responsible for determining the assumptions used in estimating the fair value of its share-based payment awards.
The Company used the implied volatility for traded options (with contract terms corresponding to the expected life of the employee stock purchase rights) on the Company’s stock as the expected volatility assumption required in the Black-Scholes model. The implied volatility is more representative of future stock price trends than historical volatility. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the Company’s employee stock purchase rights. The dividend yield assumption is based on the history and expectation of dividend payouts at the grant date.
The Company sponsors the Cisco Systems, Inc. 401(k) Plan (the “Plan”) to provide retirement benefits for its employees. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. The Plan allows employees to contribute from 1% to 75% of their annual compensation to the Plan on a pretax and after-tax basis, and effective January 1, 2011, the Plan also allows employees to make Roth contributions. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches pretax employee contributions up to 100% of the first 4.5% of eligible earnings that are contributed by employees. Therefore, the maximum matching contribution that the Company may allocate to each participant’s account will not exceed $11,475 for the 2013 calendar year due to the $255,000 annual limit on eligible earnings imposed by the Internal Revenue Code. All matching contributions vest immediately. The Company’s matching contributions to the Plan totaled $234 million, $231 million, and $239 million in fiscal 2013, 2012, and 2011, respectively.
The Plan allows employees who meet the age requirements and reach the Plan contribution limits to make a catch-up contribution not to exceed the lesser of 75% of their eligible compensation or the limit set forth in the Internal Revenue Code. The catch-up contributions are not eligible for matching contributions. In addition, the Plan provides for discretionary profit-sharing contributions as determined by the Board of Directors. Such contributions to the Plan are allocated among eligible participants in the proportion of their salaries to the total salaries of all participants. There were no discretionary profit-sharing contributions made in fiscal 2013, 2012, and 2011.
The Company also sponsors other 401(k) plans that arose from acquisitions of other companies. The Company’s contributions to these plans were not material to the Company on either an individual or aggregate basis for any of the fiscal years presented.
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(i) | Deferred Compensation Plans |
The Cisco Systems, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan, became effective in 2007. As required by applicable law, participation in the Deferred Compensation Plan is limited to a select group of the Company’s management employees. Under the Deferred Compensation Plan, which is an unfunded and unsecured deferred compensation arrangement, a participant may elect to defer base salary, bonus, and/or commissions, pursuant to such rules as may be established by the Company, up to the maximum percentages for each deferral election as described in the plan. The Company may also, at its discretion, make a matching contribution to the employee under the Deferred Compensation Plan. A matching contribution equal to 4.5% of eligible compensation in excess of the Internal Revenue Code limit for qualified plans for calendar year 2013 that is deferred by participants under the Deferred Compensation Plan (with a$1.5 million cap on eligible compensation) will be made to eligible participants’ accounts at the end of calendar year 2013. The deferred compensation liability under the Deferred Compensation Plan, together with a deferred compensation plan assumed from Scientific-Atlanta, was approximately $441 million and $355 million as of July 27, 2013 and July 28, 2012, respectively, and was recorded primarily in other long-term liabilities.
