Report
of Independent Accountants
To the Board of Directors and Shareholders of Cisco Systems, Inc.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations and shareholders' equity
and of cash flows present fairly, in all material respects, the financial
position of Cisco Systems, Inc. and its subsidiaries at July 27, 2002
and July 28, 2001, and the results of their operations and their cash
flows for each of the three years in the period ended July 27, 2002
in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As discussed in Note 2 to the consolidated financial statements, effective
July 29, 2001, the Company changed its method of accounting for goodwill
in accordance with Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets."
San Jose, California
August 6, 2002, except for Note 14, as to which the date is August
19, 2002
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