Item 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Keysight Technologies, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows present fairly, in all material respects, the financial position of Keysight Technologies, Inc. and its subsidiaries at October 31, 2017 and October 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 2 to the consolidated financial statements, in 2017 the Company changed the manner in which it presents debt issuance costs on the consolidated balance sheet due to the adoption of Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, as well as the manner in which it recognizes the income tax consequences of intra-entity transfers due to the adoption of ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded Ixia and ScienLab from its assessment of internal control over financial reporting as of October 31, 2017, because they were acquired by the Company in purchase business combinations during 2017. We have also excluded Ixia and ScienLab from our audit of internal control over financial reporting. Ixia and ScienLab are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 6% and less than 1% of total assets, respectively and approximately 6% and less than 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2017.
/s/ PricewaterhouseCoopers LLP
San Jose, California
December 20, 2017
KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net revenue: | |||||||||||
| Products | $ | 2,664 | $ | 2,440 | $ | 2,408 | |||||
| Services and other | 525 | 478 | 448 | ||||||||
| Total net revenue | 3,189 | 2,918 | 2,856 | ||||||||
| Costs and expenses: | |||||||||||
| Cost of products | 1,206 | 1,042 | 1,025 | ||||||||
| Cost of services and other | 281 | 252 | 244 | ||||||||
| Total costs | 1,487 | 1,294 | 1,269 | ||||||||
| Research and development | 498 | 425 | 387 | ||||||||
| Selling, general and administrative | 1,049 | 818 | 787 | ||||||||
| Other operating expense (income), net | (84 | ) | (25 | ) | (18 | ) | |||||
| Total costs and expenses | 2,950 | 2,512 | 2,425 | ||||||||
| Income from operations | 239 | 406 | 431 | ||||||||
| Interest income | 7 | 3 | 1 | ||||||||
| Interest expense | (80 | ) | (47 | ) | (46 | ) | |||||
| Other income (expense), net | 13 | 4 | 2 | ||||||||
| Income before taxes | 179 | 366 | 388 | ||||||||
| Provision (benefit) for income taxes | 77 | 31 | (125 | ) | |||||||
| Net income | $ | 102 | $ | 335 | $ | 513 | |||||
| Net income per share: | |||||||||||
| Basic | $ | 0.57 | $ | 1.97 | $ | 3.04 | |||||
| Diluted | $ | 0.56 | $ | 1.95 | $ | 3.00 | |||||
| Weighted average shares used in computing net income per share: | |||||||||||
| Basic | 180 | 170 | 169 | ||||||||
| Diluted | 182 | 172 | 171 |
The accompanying notes are an integral part of these consolidated financial statements.
KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income | $ | 102 | $ | 335 | $ | 513 | |||||
| Other comprehensive income (loss): | |||||||||||
| Unrealized gain (loss) on investments, net of tax benefit (expense) of $(1), $2 and $(2) | 4 | (11 | ) | 5 | |||||||
| Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $(2), $2 and $5 | 4 | (5 | ) | (10 | ) | ||||||
| Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $(1), $(4) and zero | — | 8 | 1 | ||||||||
| Foreign currency translation, net of tax benefit (expense) of zero | (10 | ) | 19 | (54 | ) | ||||||
| Net defined benefit pension cost and post retirement plan costs: | |||||||||||
| Change in actuarial net gain (loss), net of tax benefit (expense) of $(68), $53 and $25 | 178 | (135 | ) | (67 | ) | ||||||
| Change in net prior service credit, net of tax benefit of $9, $10 and $11 | (15 | ) | (15 | ) | (18 | ) | |||||
| Other comprehensive income (loss) | 161 | (139 | ) | (143 | ) | ||||||
| Total comprehensive income | $ | 263 | $ | 196 | $ | 370 |
The accompanying notes are an integral part of these consolidated financial statements.
KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(in millions, except par value and share data)
| October 31, | |||||||
| 2017 | 2016 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 818 | $ | 783 | |||
| Accounts receivable, net | 547 | 437 | |||||
| Inventory | 588 | 474 | |||||
| Other current assets | 224 | 160 | |||||
| Total current assets | 2,177 | 1,854 | |||||
| Property, plant and equipment, net | 530 | 512 | |||||
| Goodwill | 1,882 | 736 | |||||
| Other intangible assets, net | 855 | 208 | |||||
| Long-term investments | 63 | 55 | |||||
| Long-term deferred tax assets | 186 | 392 | |||||
| Other assets | 240 | 39 | |||||
| Total assets | $ | 5,933 | $ | 3,796 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Current portion of long-term debt | $ | 10 | $ | — | |||
| Accounts payable | 211 | 189 | |||||
| Employee compensation and benefits | 217 | 183 | |||||
| Deferred revenue | 291 | 180 | |||||
| Income and other taxes payable | 28 | 41 | |||||
| Other accrued liabilities | 62 | 51 | |||||
| Total current liabilities | 819 | 644 | |||||
| Long-term debt | 2,038 | 1,093 | |||||
| Retirement and post-retirement benefits | 309 | 405 | |||||
| Long-term deferred revenue | 101 | 72 | |||||
| Other long-term liabilities | 356 | 69 | |||||
| Total liabilities | 3,623 | 2,283 | |||||
| Commitments and contingencies (Note 17) | |||||||
| Stockholders' equity: | |||||||
| Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding | — | — | |||||
| Common stock; $0.01 par value; 1 billion shares authorized; 188 million shares at October 31, 2017, and 172 million shares at October 31, 2016 issued | 2 | 2 | |||||
| Treasury stock at cost; 2.3 million shares at October 31, 2017 and 2.3 million shares at October 31, 2016 | (62 | ) | (62 | ) | |||
| Additional paid-in-capital | 1,786 | 1,242 | |||||
| Retained earnings | 1,041 | 949 | |||||
| Accumulated other comprehensive loss | (457 | ) | (618 | ) | |||
| Total stockholders' equity | 2,310 | 1,513 | |||||
| Total liabilities and equity | $ | 5,933 | $ | 3,796 |
The accompanying notes are an integral part of these consolidated financial statements.
KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 102 | $ | 335 | $ | 513 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 225 | 134 | 99 | ||||||||
| Share-based compensation | 56 | 49 | 55 | ||||||||
| Excess tax (benefit) deficiency from share-based plans | (3 | ) | 5 | (4 | ) | ||||||
| Debt issuance expense | 9 | — | — | ||||||||
| Deferred tax expense (benefit) | (47 | ) | 17 | (163 | ) | ||||||
| Excess and obsolete inventory related charges | 16 | 17 | 28 | ||||||||
| Gain on sale of land | (8 | ) | (10 | ) | — | ||||||
| Asset impairment | 7 | — | — | ||||||||
| Pension curtailment and settlement gains | (69 | ) | — | — | |||||||
| Other non-cash expenses (income), net | 10 | 4 | 14 | ||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (11 | ) | (42 | ) | (20 | ) | |||||
| Inventory | (4 | ) | (22 | ) | (25 | ) | |||||
| Accounts payable | 15 | (8 | ) | 18 | |||||||
| Payment (to)/from Agilent, net | — | — | (28 | ) | |||||||
| Employee compensation and benefits | (1 | ) | 16 | 6 | |||||||
| Deferred revenue | 90 | 15 | (24 | ) | |||||||
| Income taxes payable | 3 | (9 | ) | 2 | |||||||
| Retirement and post-retirement benefits | (15 | ) | (32 | ) | (44 | ) | |||||
| Other assets and liabilities | (62 | ) | (53 | ) | (51 | ) | |||||
| Net cash provided by operating activities | 313 | 416 | 376 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | (72 | ) | (91 | ) | (92 | ) | |||||
| Proceeds from the sale of property, plant and equipment | 8 | 10 | 1 | ||||||||
| Acquisitions of businesses and intangible assets, net of cash acquired | (1,702 | ) | (10 | ) | (574 | ) | |||||
| Purchase of investments | (1 | ) | — | (7 | ) | ||||||
| Proceeds from the sale of investments | 45 | 1 | 1 | ||||||||
| Net cash used in investing activities | (1,722 | ) | (90 | ) | (671 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Issuance of common stock under employee stock plans | 51 | 43 | 26 | ||||||||
| Issuance of common stock under public offerings | 444 | — | — | ||||||||
| Treasury stock repurchases | — | (62 | ) | — | |||||||
| Proceeds from issuance of long-term debt | 1,069 | — | — | ||||||||
| Debt issuance costs | (16 | ) | — | — | |||||||
| Proceeds from short-term borrowings | 212 | — | — | ||||||||
| Repayment of debt and credit facility | (323 | ) | (1 | ) | — | ||||||
| Excess tax benefit (deficiency) from share-based plans | 3 | (5 | ) | 4 | |||||||
| Return of capital to Agilent | — | — | (49 | ) | |||||||
| Net cash provided by/(used in) financing activities | 1,440 | (25 | ) | (19 | ) | ||||||
| Effect of exchange rate movements | 4 | (1 | ) | (13 | ) | ||||||
| Net increase/(decrease) in cash and cash equivalents | 35 | 300 | (327 | ) | |||||||
| Cash and cash equivalents at beginning of year | 783 | 483 | 810 | ||||||||
| Cash and cash equivalents at end of year | $ | 818 | $ | 783 | $ | 483 |
The accompanying notes are an integral part of these consolidated financial statements.
KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF EQUITY
(in millions, except number of shares in thousands)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||
| Number of Shares | Par Value | Additional Paid-in Capital | Number of Shares | Treasury Stock at Cost | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | ||||||||||||||||||||||
| Balance as of October 31, 2014 | 167,483 | $ | 2 | $ | 1,002 | — | $ | — | $ | 101 | $ | (336 | ) | $ | 769 | ||||||||||||||
| Net income | — | — | — | — | — | 513 | — | 513 | |||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (143 | ) | (143 | ) | |||||||||||||||||||
| Issuance of common stock | 2,108 | — | 18 | — | — | — | — | 18 | |||||||||||||||||||||
| Share-based compensation | — | — | 54 | — | — | — | — | 54 | |||||||||||||||||||||
| Tax benefits from share-based awards issued | — | — | 4 | — | — | — | — | 4 | |||||||||||||||||||||
| Separation related tax and pension adjustments | — | — | 62 | — | — | — | — | 62 | |||||||||||||||||||||
| Reduction in cash payable to Agilent | — | — | 25 | — | — | — | — | 25 | |||||||||||||||||||||
| Balance as of October 31, 2015 | 169,591 | 2 | 1,165 | — | — | 614 | (479 | ) | 1,302 | ||||||||||||||||||||
| Net income | — | — | — | — | — | 335 | — | 335 | |||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (139 | ) | (139 | ) | |||||||||||||||||||
| Issuance of common stock | 2,696 | — | 34 | — | — | — | — | 34 | |||||||||||||||||||||
| Share-based compensation | — | — | 48 | — | — | — | — | 48 | |||||||||||||||||||||
| Tax deficiency from share-based awards issued | — | — | (5 | ) | — | — | — | — | (5 | ) | |||||||||||||||||||
| Repurchase of common stock | — | — | — | (2,289 | ) | (62 | ) | — | — | (62 | ) | ||||||||||||||||||
| Balance as of October 31, 2016 | 172,287 | 2 | 1,242 | (2,289 | ) | (62 | ) | 949 | (618 | ) | 1,513 | ||||||||||||||||||
| Adjustment due to adoption of ASU 2016-16 | — | — | — | — | — | (10 | ) | — | (10 | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | 102 | — | 102 | |||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | 161 | 161 | |||||||||||||||||||||
| Issuance of common stock | 2,880 | — | 41 | — | — | — | — | 41 | |||||||||||||||||||||
| Public offering of common stock | 13,143 | — | 444 | — | — | — | — | 444 | |||||||||||||||||||||
| Share-based compensation | — | — | 56 | — | — | — | — | 56 | |||||||||||||||||||||
| Tax benefits from share-based awards issued | — | — | 3 | — | — | — | — | 3 | |||||||||||||||||||||
| Balance as of October 31, 2017 | 188,310 | $ | 2 | $ | 1,786 | (2,289 | ) | $ | (62 | ) | $ | 1,041 | $ | (457 | ) | $ | 2,310 |
The accompanying notes are an integral part of these consolidated financial statements.
KEYSIGHT TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1. | OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Overview. Keysight Technologies, Inc. ("we", "us", "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a measurement company providing electronic design and test solutions to communications and electronics industries. Following the acquisition of Ixia on April 18, 2017, the company also provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers.
Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the SEC and in conformity with generally accepted accounting principles in the U.S. ("GAAP"). Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.
Management is responsible for the fair presentation of the accompanying consolidated financial statements, prepared in accordance with GAAP, and has full responsibility for their integrity and accuracy. In the opinion of management, the accompanying consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our consolidated balance sheet and our consolidated statement of operations, statement of comprehensive income, statement of cash flows and statement of equity.
Principles of consolidation. The consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated.
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management's knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and other intangible assets, warranty, restructuring and accounting for income taxes.
Acquisitions. On April 18, 2017 we acquired all of the outstanding common stock of Ixia for $1,622 million, net of $72 million of cash acquired. On August 31, 2017 we acquired all of the outstanding common stock of ScienLab for $60 million, net of $2 million of cash acquired. See Note 3, "Acquisitions," for further discussion of the company's acquisitions of Ixia and ScienLab.
Land Sale. On April 30, 2014 we entered into a binding contract to sell land in the United Kingdom ("U.K.") that resulted in the transfer of three separate land tracts totaling approximately $34 million in May 2014, November 2015 and November 2016. In 2017 and 2016, we recognized gains of $8 million and $10 million, respectively, on the sale of the land tracts in other operating expense (income).
Revenue recognition. We enter into agreements to sell products (hardware and/or software), services and other arrangements (multiple-element arrangements) that include combinations of products and services.
We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, for products, or when the service has been provided. We consider the price to be fixed or determinable when the price is not subject to refund or adjustments. We consider arrangements with extended payment terms not to be fixed or determinable, and accordingly we defer revenue until amounts become due. At the time of the transaction, we evaluate the creditworthiness of our customers to determine the appropriate timing of revenue recognition.
Product revenue. Our product revenue is generated predominantly from the sales of various types of test equipment and associated software. Product revenue, including sales to resellers and distributors, is reduced for estimated returns, when appropriate. For sales or arrangements that include customer-specified acceptance criteria, including those where acceptance is required upon achievement of performance milestones, revenue is recognized after the acceptance criteria have been met. For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and recognition of installation revenue is delayed until the installation is complete. Otherwise, neither the product nor the installation revenue is recognized until the installation is complete.
Where software is licensed separately, revenue is recognized when the software is delivered and has been transferred to the customer or, in the case of electronic delivery of software, when the customer is given access to the licensed software programs.
We also evaluate whether collection of the receivable is probable, the fee is fixed or determinable and whether any other undelivered elements of the arrangement exist on which a portion of the total fee would be allocated based on vendor-specific objective evidence ("VSOE"). When VSOE is not available we then use third-party evidence ("TPE") or management's best estimate of selling price ("ESP").
Service revenue. Revenue from services includes repair and calibration services, extended warranty, customer and software support, consulting, training and education. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. For example, customer support contracts are recognized ratably over the contractual period, while training revenue is recognized as the training is provided to the customer. In addition, the four revenue recognition criteria described above must be met before service revenue is recognized.
Revenue recognition for arrangements with multiple deliverables. Our multiple-element arrangements are generally comprised of a combination of measurement instruments, installation or other start-up services, and/or software and/or support or services. Hardware and software elements are typically delivered at the same time and revenue is recognized upon delivery and acceptance, if required, once title and risk of loss pass to the customer. Delivery of installation, start-up services and other services varies based on the complexity of the equipment, staffing levels in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. Revenue from the sale of software products that are not required to deliver the tangible product's essential functionality are accounted for under software revenue recognition rules which require VSOE of fair value to allocate revenue in a multiple-element arrangement. Our arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue.
We evaluate the deliverables in our multiple-element arrangements and conclude that they are separate units of accounting if it is determined the delivered item or items have value to the customer on a standalone basis. For arrangements that include a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) has been determined to be probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on VSOE if available, TPE if VSOE is not available, or ESP if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met.
Within our Ixia Solutions Group, when an arrangement contains software and non-software deliverables, we use a two-step process to allocate revenue to each element in the arrangement. First, we allocate the total arrangement fee to the separate non-software and software deliverables as a group based on their relative selling prices. Then, we allocate revenue within the software group utilizing the residual method with revenue allocated to the undelivered elements based on VSOE and the residual amount allocated to the delivered elements.
We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of selling price for products and services is determined when a substantial majority of the selling prices fall within a reasonable range when sold separately. TPE of selling price can be established by evaluating largely interchangeable competitor products or services in standalone sales to similarly situated customers. As our products contain a significant element of proprietary technology and the solution offered differs substantially from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices which reflect multiple factors including, but not limited to, customer type, geography, market conditions, competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through consultation with and approval by management. We may modify or develop new pricing practices and strategies in the future. As these pricing strategies evolve, changes may occur in ESP. The aforementioned factors may result in a different allocation of revenue to the deliverables in multiple-element arrangements, which may change the pattern and timing of revenue recognition for these elements but will not change the total revenue recognized for the arrangement.
Shipping and handling costs. Our shipping and handling costs charged to customers are included in net revenue, and the associated expense is recorded in cost of products for all periods presented.
Deferred revenue. Deferred revenue represents the amount that is allocated to undelivered elements in multiple-element arrangements. We limit the revenue recognized to the amount that is not contingent on the future delivery of products or services or meeting other specified performance conditions. In addition, service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer.
Accounts receivable, net. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Such accounts receivable have been reduced by an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on customer specific experience and the aging of such receivables, among other factors. The allowance for doubtful accounts was approximately $3 million and $2 million as of October 31, 2017 and 2016, respectively. We do not have any off-balance-sheet credit exposure related to our customers. Accounts receivable are also recorded net of product returns.
Share-based compensation. We account for share-based awards made to our employees and directors, including employee stock option awards, restricted stock units, employee stock purchases made under Keysight's Employee Stock Purchase Plan ("Keysight's ESPP") and performance share awards under Keysight Technologies, Inc. Long-Term Performance ("Keysight's LTP") Program, using the estimated grant date fair value method of accounting. Under the fair value method, we recorded compensation expense for all share-based awards of $56 million in 2017, $49 million in 2016 and $55 million in 2015.
Inventory. Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value. We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based on estimates about future demand and actual usage. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes analysis of sales unit forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory.
Warranty. Our standard warranty term for most of our products from the date of delivery is typically three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time related product revenue is recognized. See Note 16, "Guarantees."
We also sell extended warranties that provide warranty coverage beyond the standard warranty term. Revenue associated with extended warranties is deferred and recognized over the extended coverage period.
Taxes on income. Income tax expense is based on income or loss before taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized.
We account for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate due to new information. We classify the liability for unrecognized tax benefits as current to the extent that the company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.
Goodwill and other intangible assets. Goodwill is assessed for impairment at least annually in the fourth quarter, as of September 30, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required.
As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. In 2016, we implemented changes in our organizational structure designed to align our organization with the industries we serve, which resulted in the formation of three reportable operating segments that are also our reporting units. On April 18, 2017 we completed the acquisition of Ixia, which became our fourth reportable operating segment, the Ixia Solutions Group, and reporting unit. In 2017, we assessed goodwill impairment by performing a qualitative test for our four reporting units. Based on the results of our testing, it was determined that it is more-likely-than-not that the fair values of the reporting units are greater than their carrying values. There was no impairment of goodwill during the years ended October 31, 2017, 2016 and 2015.
Other intangible assets consist primarily of developed technologies, proprietary know-how, trademarks, customer relationships, non-compete agreements, and backlog and are amortized using the straight-line method over estimated useful lives ranging from
3 months to 10 years. No impairments of purchased intangible assets were recorded during the year ended October 31, 2017, 2016 and 2015.
We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are in-process research and development ("IPR&D") intangible assets. In 2017, we assessed impairment by performing a qualitative test and recorded an impairment charge of $7 million related to the cancellation of an IPR&D project. There were no impairments in 2016 and 2015.
Advertising. Advertising costs are expensed as incurred and amounted to $22 million in 2017, $19 million in 2016 and $27 million in 2015.
Research and development. Costs related to the research, design and development of our products are charged to research and development expense as they are incurred.
Sales taxes. Sales taxes collected from customers and remitted to governmental authorities are not included in our revenue.
Investments. Cost method investments consisting of non-marketable equity securities are accounted for at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Investments designated as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income. The company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. There was no impairment recognized in 2017. In 2016, cost method investments with a carrying amount of $2 million were written down to their fair value of zero, resulting in an impairment charge of $2 million, which is included in other income (expense). In 2015, cost method investments with a carrying amount of $4 million were written down to their fair value of zero, resulting in an impairment charge of $4 million, which is included in other income (expense).
Net income per share. Basic net income per share is computed by dividing net income - the numerator - by the weighted average number of common shares outstanding - the denominator - during the period excluding the dilutive effect of stock options and other employee stock plans. Diluted net income per share gives effect to all potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits recorded in additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options, unamortized share-based compensation expense and tax benefits are assumed proceeds to be used to repurchase hypothetical shares.
Cash, cash equivalents and short term investments. We classify investments as cash equivalents if their original maturity or remaining maturity at the time of purchase is three months or less at the date of purchase. Cash equivalents are stated at cost, which approximates fair value.
As of October 31, 2017, approximately $767 million of our cash and cash equivalents was held outside of the U.S. in our foreign subsidiaries. Under current tax laws, most of the cash could be repatriated to the U.S., but it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Our cash and cash equivalents mainly consist of short-term deposits held at major global financial institutions, investments in institutional money market funds, and similar short duration instruments with original maturities of 90 days or less. We continuously monitor the creditworthiness of the financial institutions and institutional money market funds in which we invest our funds.
We classify investments as short-term investments if their original maturities are greater than three months and their remaining maturities are one year or less.
Restricted cash. As of October 31, 2017, restricted cash of approximately $2 million consisted of deposits held as collateral against bank guarantees and is classified within other assets in the consolidated balance sheet. As of October 31, 2016, restricted cash of $2 million consisted of approximately $1 million of deposits held as collateral against bank guarantees and approximately $1 million of deposits held as collateral against foreign currency hedging contracts and is classified within other assets and other current assets, respectively, on the consolidated balance sheet.
Fair value of financial instruments. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity investments is determined using quoted market prices for those securities when available. For those long-term equity investments accounted for under the cost or equity method, their carrying value approximates their estimated fair value. The fair value of our long-term debt, calculated from quoted prices which are primarily Level 1 inputs under the accounting guidance fair value hierarchy, exceeded the carrying value by approximately $91 million and $30 million as of October 31, 2017 and 2016, respectively. The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. See also Note 12, "Fair Value Measurements," for additional information on the fair value of financial instruments.
Concentration of credit risk. Financial instruments that potentially subject us to significant concentration of credit risk include money market fund investments, time deposits and demand deposit balances. These investments are categorized as cash and cash equivalents and long-term investments. In addition, we have credit risk from derivative financial instruments used in hedging activities and accounts receivable. We invest in a variety of financial instruments and limit the amount of credit exposure with any one financial institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing basis.
Credit risk with respect to our accounts receivable is diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount.
Credit risk is mitigated through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. No single customer accounted for more than 10 percent of accounts receivable as of October 31, 2017 or 2016.
Derivative instruments. We are exposed to global foreign currency exchange rate risk in the normal course of business. We enter into foreign exchange hedging contracts, primarily forward contracts and purchased options to manage financial exposures resulting from changes in foreign currency exchange rates. Foreign currency exposures include committed and anticipated revenue and expense transactions (cash flow exposure) and assets and liabilities that are denominated in currencies other than the functional currency of the subsidiary (balance sheet exposure). For cash flow hedges, contracts are designed at inception as hedges of the related foreign currency exposures. For option contracts, we exclude time value from the measurement of effectiveness. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions at the inception of the hedge. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the hedging instruments are highly effective in offsetting changes in cash flows of hedged items. Our foreign exchange hedging contracts generally mature within twelve months. We do not use derivative financial instruments for speculative trading purposes.
All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are designated and qualify as a cash flow hedge, changes in the value of the effective portion of the derivative instrument is recognized in accumulated comprehensive income, a component of stockholders' equity. Amounts associated with cash flow hedges are reclassified and recognized in income when either the forecast transaction occurs or it becomes probable the forecast transaction will not occur. Derivatives not designated as hedging instruments are recorded on the balance sheet at their fair value and changes in the fair values are recorded in earnings in the current period. Derivative instruments are subject to master netting arrangements and qualify for net presentation in the balance sheet. Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the current period. Cash flows from derivative instruments are classified in the statement of cash flows in the same category as the cash flows from the hedged or economically hedged item, primarily in operating activities.
Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized; maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the consolidated statement of operations. Buildings and improvements are depreciated over the lesser of their useful lives or the remaining term of the lease and machinery and equipment over three to ten years. We use the straight-line method to depreciate assets.
Leases. We lease buildings, machinery and equipment under operating leases for original terms ranging generally from one to twenty-five years. Certain leases contain renewal options for periods up to ten years.
Capitalized software. We capitalize certain internal and external costs incurred to acquire or create internal use software. Capitalized software is included in property, plant and equipment and is depreciated over three years once development is complete.
Impairment of long-lived assets. We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Restructuring costs. The main component of our existing restructuring plans is related to workforce reductions. Workforce reduction charges are accrued when payment of benefits becomes probable and the amounts can be estimated. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.
Employee compensation and benefits. Amounts owed to employees, such as accrued salary, bonuses and vacation benefits are accounted for within employee compensation and benefits. The total amount of accrued vacation benefit was $72 million and $66 million as of October 31, 2017 and 2016, respectively.
Foreign currency translation. We translate and remeasure balance sheet and statement of operations items into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using monthly exchange rates which approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity.
For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and liabilities are re-measured into U.S. dollars at current exchange rates except for non-monetary assets and capital accounts which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at monthly exchange rates which approximate average exchange rates in effect during each period. Gains or losses from foreign currency re-measurement are included in net income. Net gains or losses resulting from foreign currency transactions are reported in other income (expense) and were a $1 million gain in 2017, zero in 2016, and a $5 million gain in 2015.
Retirement plans and post-retirement benefit plan assumptions. Retirement and post-retirement benefit plan costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans and investment and funding decisions. To estimate the impact of these future payments and our decisions concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the framework of GAAP. Two critical assumptions are the discount rate and the expected long-term return on plan assets. Other important assumptions include, expected future salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and portfolio composition. We evaluate these assumptions at least annually. See Note 15, "Retirement Plans and Post-Retirement Benefit Plans."
| 2. | NEW ACCOUNTING PRONOUNCEMENTS |
In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance which will replace numerous requirements in GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. During 2016, the FASB issued several amendments to the standard, including clarification to the guidance on reporting revenues as a principal versus an agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations.
The two permitted transition methods under the new standard are (1) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, and the cumulative effect of applying the standard would be recognized at the earliest period shown, or (2) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently anticipate adopting the standard on November 1, 2018 and are evaluating the transition methods available. Based on the progress to date, we have not identified any material impacts of the new standard on the amount and timing of revenue recognition to our consolidated statement of operations; however, we have not completed our assessment, including the impact of our recent acquisitions of Ixia and ScienLab. We expect recognition of revenue for a majority of customer contracts to remain substantially unchanged. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for software license revenue, as under the
new standard we expect to recognize software license revenue at the time of billing rather than over the contractual term since control of the software license is transferred, and our performance obligation is satisfied at that point in time. The new standard will also require the deferral of commissions that were previously expensed as incurred and may qualify for capitalization under the new standard.
In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of deferred issuance costs by requiring that they be presented as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The standard was effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We adopted this guidance retrospectively during the first quarter of 2017. As a result, $7 million of unamortized debt issuance costs have been reclassified from other assets to long-term debt in the consolidated balance sheet as of October 31, 2016 (see Note 18).
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The standard also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The standard was effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We adopted this guidance retrospectively during 2017 (see Note 15).
In February 2016, the FASB issued guidance that will require organizations that lease assets to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, that amends the accounting for stock-based compensation and requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits and deficiencies to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The standard is effective for annual reporting periods beginning after December 15, 2016. We will adopt this guidance on November 1, 2017 in the first quarter for 2018 by recording the cumulative impact of applying this guidance to retained earnings. We estimate the impact to retained earnings, including the change in the forfeiture policy, will be approximately $6 million.
The prospective inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards are dependent on our stock price at the date the awards vest. As a measure of sensitivity, had we adopted this guidance at the beginning of 2017, our income tax expense would have decreased by approximately $4 million, which reflects the amount of excess tax benefits recognized during the year ended October 31, 2017.
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, that removes the requirement under which the income tax consequences of intra-entity transfers are deferred until the assets are ultimately sold to an outside party, except for transfers of inventory. The tax consequences of such transfers would be recognized in tax expense when the transfers occur. The standard was effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We elected to early adopt this guidance on a modified retrospective basis during the first quarter of 2017. As a result, a $10 million cumulative-effect adjustment was recorded directly to retained earnings as of November 1, 2016, the beginning of the annual period of adoption, with corresponding reductions of $2 million, $6 million and $2 million to other current assets, other assets, and long-term deferred tax assets, respectively.
In January 2017, the FASB issued guidance to narrow the definition of a business and provide a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.
In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The standard is effective for annual or any interim goodwill impairment tests in fiscal years
beginning after December 15, 2019. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.
In March 2017, the FASB issued guidance that requires the service cost component of net periodic pension cost and net periodic post-retirement benefit cost to be included in operating expenses (together with other employee compensation costs) and the other components of the cost to be included in non-operating expenses. The standard is effective for annual and interim periods beginning after December 31, 2017. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
In August 2017, the FASB issued guidance to enable entities to better portray the economics of their risk management activities in the financial statements and enhance transparency and understandability of hedge results. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
Other amendments to GAAP that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
| 3. | ACQUISITIONS |
Acquisitions in 2017
Acquisition of Ixia
On April 18, 2017, pursuant to the terms of an Agreement and Plan of Merger dated January 30, 2017, between Keysight and Ixia (the "Merger Agreement"), we acquired all of the outstanding common stock of Ixia for $1,622 million, net of $72 million of cash acquired, pursuant to an exchange offer for $19.65 per share (the "Merger Consideration"). Pursuant to the Merger Agreement, any outstanding and unexercised Ixia stock options with an exercise price below the Merger Consideration and any outstanding Ixia restricted stock awards were cancelled and converted into the right to receive a cash payment equal to the merger consideration of $19.65 per share (minus the exercise price for the Ixia stock options). The vested portion of the awards associated with prior service of Ixia employees represented approximately $47 million of the total consideration. We funded the acquisition with a combination of cash and proceeds from debt and equity financings. As a result of the acquisition, Ixia has become a wholly-owned subsidiary of Keysight. Accordingly, the results of Ixia are included in Keysight's consolidated financial statements from the date of the acquisition and are reported in the Ixia Solutions Group operating segment.
The Ixia acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Keysight at their estimated fair values. Keysight determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management. We expect to leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Ixia's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.
All goodwill was assigned to the Ixia Solutions Group. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.
A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of approximately $186 million was established primarily for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of April 18, 2017 (in millions):
| Cash and cash equivalents | $ | 72 | |
| Short-term investments | 44 | ||
| Accounts receivable | 91 | ||
| Inventory | 107 | ||
| Other current assets | 34 | ||
| Property, plant and equipment | 50 | ||
| Goodwill | 1,117 | ||
| Other intangible assets | 744 | ||
| Other assets | 4 | ||
| Total assets acquired | 2,263 | ||
| Accounts payable | (10 | ) | |
| Employee compensation and benefits | (32 | ) | |
| Deferred revenue | (35 | ) | |
| Income and other taxes payable | (1 | ) | |
| Other accrued liabilities | (32 | ) | |
| Other long-term liabilities | (459 | ) | |
| Net assets acquired | $ | 1,694 |
The fair values of cash and cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable, employee compensation and benefits, and other accrued liabilities were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values for acquired inventory, property, plant and equipment, intangible assets, and deferred revenue were determined with the input from third-party valuation specialists. The fair values of certain other assets and certain other liabilities were determined internally using historical carrying values and estimates made by management. During the third quarter of 2017, the fair value measurements of assets acquired and liabilities assumed as of the acquisition date were refined. The total purchase price allocation adjustment to goodwill in the third quarter was approximately $137 million and related primarily to an increase in the allocation to deferred tax liabilities. Initially during the second quarter of 2017 upon closing of the acquisition, the company recorded a deferred tax liability of $113 million for non-permanently invested earnings based on a preliminary calculation. During the third quarter of 2017, the company obtained additional information to allow the refinement of this calculation and made adjustments to increase the deferred tax liability for non-permanently invested earnings by $149 million, to decrease the deferred tax liability by $9 million for conformance of transfer pricing policies, and to decrease the deferred tax liability by $3 million for other adjustments related to the Ixia U.S. group. During the fourth quarter of 2017, the company made adjustments to increase the deferred tax liability and recognize additional withholding tax receivable. These fourth quarter adjustments were under $1 million. If additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.
Valuation of Intangible Assets Acquired
The components of intangible assets acquired in connection with the Ixia acquisition were as follows (in millions):
| Estimated Fair Value | Estimated useful life | ||||
| Developed product technology | $ | 423 | 4 years | ||
| Customer relationships | 234 | 7 years | |||
| Tradenames and trademarks | 12 | 3 years | |||
| Backlog | 8 | 90 days | |||
| Total intangible assets subject to amortization | 677 | ||||
| In-process research and development | 67 | ||||
| Total intangible assets | $ | 744 |
As noted above, the intangible assets were valued with input from valuation specialists using the income approach, which includes the discounted cash flow, cost-savings, and relief from royalty methods. The in-process research and development was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. A discount rate of 14% was used to value the research and development projects, adjusted to reflect additional risks inherent in the acquired projects. The primary
in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all Ixia in-process research and development were estimated at approximately $12 million as of the close date.
Acquisition and integration costs directly related to the Ixia acquisition were recorded in the consolidated statement of operations as follows:
| Year Ended | |||
| October 31, 2017 | |||
| (in millions) | |||
| Cost of products and services | $ | 2 | |
| Research and development | 1 | ||
| Selling, general and administrative | 42 | ||
| Other income (expense), net | 10 | ||
| Total acquisition and integration costs | $ | 55 |
Such costs are expensed in accordance with the authoritative accounting guidance. In addition, for the year ended October 31, 2017, we incurred $28 million of acquisition-related compensation expense to redeem certain of Ixia's outstanding unvested stock awards as of the date of the Merger Agreement that were determined to relate to post-merger service periods.
Acquisition of ScienLab
On August 31, 2017, we acquired all of the outstanding common stock of ScienLab for $60 million, net of $2 million of cash acquired. ScienLab is a Germany-based company that provides test solutions to automotive original equipment manufacturers and Tier 1 suppliers in the automotive and energy markets. This acquisition complements our portfolio, allowing end-to-end solutions for hybrid electric vehicles, electric vehicles, and battery test solutions that address e-mobility market dynamics. We funded the acquisition using existing cash. As a result of the acquisition, ScienLab has become a wholly-owned subsidiary of Keysight. Accordingly, the results of ScienLab are included in Keysight's consolidated financial statements from the date of the acquisition and are reported in the Electronic Industrial Solutions Group operating segment. For the period from September 1, 2017 to October 31, 2017, ScienLab's net revenue and net loss was $1 million and $2 million, respectively.
The ScienLab acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Keysight at their estimated fair values. Keysight determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management. We expect to leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of ScienLab's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.
All goodwill was assigned to the Electronic Industrial Solutions Group. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.
A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of approximately $13 million was established primarily for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of August 31, 2017 (in millions):
| Cash and cash equivalents | $ | 2 | |
| Accounts receivable | 3 | ||
| Inventory | 16 | ||
| Other current assets | 1 | ||
| Goodwill | 23 | ||
| Other intangible assets | 40 | ||
| Total assets acquired | 85 | ||
| Accounts payable | (1 | ) | |
| Deferred revenue | (3 | ) | |
| Income and other taxes payable | (2 | ) | |
| Current portion of long-term debt | (1 | ) | |
| Other long-term liabilities | (16 | ) | |
| Net assets acquired | $ | 62 |
The fair values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, deferred revenue, and current portion of long-term debt were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values for acquired inventory and intangible assets were determined with the input from third-party valuation specialists. The fair values of certain other liabilities were determined internally using historical carrying values and estimates made by management. As additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.
Valuation of Intangible Assets Acquired
The components of intangible assets acquired in connection with the ScienLab acquisition were as follows (in millions):
| Estimated Fair Value | Estimated useful life | ||||
| Developed product technology | $ | 33 | 6 years | ||
| Customer relationships | 4 | 5 years | |||
| Non-compete agreements | 1 | 3 years | |||
| Tradenames and trademarks | 1 | 3 years | |||
| Backlog | 1 | 6 months | |||
| Total intangible assets | $ | 40 |
As noted above, the intangible assets were valued with input from valuation specialists using the income approach, which includes the discounted cash flow, cost-savings, and relief from royalty methods.
Acquisition and integration costs directly related to the ScienLab acquisition totaled $1 million for the year ended October 31, 2017 which were recorded in selling, general and administrative expenses.
Acquisitions in 2015
Acquisition of Anite
On August 13, 2015, we acquired all of the share capital of Anite plc ("Anite.") Anite was a U.K.-based global company with strong software expertise and a leading supplier of wireless test solutions. As a result of the acquisition, Anite has become a wholly-owned subsidiary of Keysight. Accordingly, the results of Anite are included in Keysight's consolidated financial statements from the date of the acquisition. For the period from August 14, 2015 to October 31, 2015, Anite's net revenue was $25 million and net loss was $14 million. This acquisition strengthened our wireless software design and test portfolio and its Network Test business expanded our served addressable market. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with more comprehensive wireless solutions. Anite’s Network Test business will also enable us to provide innovative solutions that help customers deliver an outstanding experience for mobile users in the network.
The consideration paid was approximately $558 million, net of $43 million of cash acquired. We funded the acquisition using our existing cash. In connection with the acquisition of Anite, we entered into several foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in British Pound currency. The aggregate notional
amount of the currencies hedged was $608 million. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $2 million and was recorded in other income (expense) in the consolidated statement of operations for the year ended October 31, 2015.
The Anite acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Keysight at their estimated fair values. Keysight determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management. We expect to leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Anite's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.
All goodwill was allocated to the Communications Solutions Group reporting unit. We do not expect the goodwill recognized to be deductible for income tax purposes. Any potential impairment charges made in the future associated with goodwill will not be tax deductible.
A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of approximately $47 million was established primarily for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.
The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of August 13, 2015 (in millions):
| Cash and cash equivalents | $ | 43 | |
| Accounts receivable | 32 | ||
| Inventory | 19 | ||
| Deferred tax assets | 1 | ||
| Other current assets | 10 | ||
| Property, plant and equipment | 31 | ||
| Intangible assets | 244 | ||
| Goodwill | 324 | ||
| Long-term deferred tax assets | 5 | ||
| Total assets acquired | 709 | ||
| Accounts payable | (10 | ) | |
| Employee compensation and benefits | (3 | ) | |
| Deferred revenue | (17 | ) | |
| Income and other taxes payable | — | ||
| Other accrued liabilities | (26 | ) | |
| Other long-term liabilities | (50 | ) | |
| Net assets acquired | $ | 603 |
The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable, employee compensation and benefits, and other accrued liabilities were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values for acquired inventory, property, plant and equipment, intangible assets, and deferred revenue were determined with the input from third-party valuation specialists. The fair values of certain other assets and certain other liabilities were determined internally using historical carrying values and estimates made by management.
Valuations of intangible assets acquired
The components of intangible assets acquired in connection with the Anite acquisition were as follows (in millions):
| Estimated Fair Value | Estimated useful life | |||
| Developed product technology | $ | 182 | 6 years | |
| Customer relationships | 31 | 8 years | ||
| Tradenames and trademarks | 19 | 10 years | ||
| Total intangible assets subject to amortization | 232 | |||
| In-process research and development | 12 | |||
| Total intangible assets | $ | 244 |
As noted above, the intangible assets were valued with input from valuation specialists using the income approach, which includes the discounted cash flow, cost-savings, and relief from royalty methods. The in-process research and development was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. Discount rates of 11% and 11.5% were used to value the research and development projects, adjusted to reflect additional risks inherent in the acquired projects. The primary in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all Anite in-process research and development were estimated at approximately $1 million as of the close date.
Acquisition and integration costs directly related to the Anite acquisition were recorded in the consolidated statement of operations as follows:
| Year Ended | |||||||||||
| October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Cost of products and services | $ | 1 | $ | — | $ | — | |||||
| Research and development | 1 | — | — | ||||||||
| Selling, general and administrative | 9 | 18 | 14 | ||||||||
| Total acquisition and integration costs | $ | 11 | $ | 18 | $ | 14 |
Such costs are expensed in accordance with the authoritative accounting guidance.
Supplemental Pro Forma Information (Unaudited)
The following represents pro forma operating results as if Ixia and Anite had been included in the company's consolidated statements of operations as of the beginning of fiscal 2016 and 2015, respectively (in millions, except per share amounts):
| Year Ended | |||||||||||
| October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net revenue | $ | 3,462 | $ | 3,413 | $ | 2,998 | |||||
| Net income | $ | 116 | $ | 231 | $ | 510 | |||||
| Net income per share - Basic | $ | 0.63 | $ | 1.26 | $ | 3.02 | |||||
| Net income per share - Diluted | $ | 0.62 | $ | 1.25 | $ | 2.98 |
The unaudited pro forma financial information for the years ended October 31, 2017 and 2016 combine the historical results of Keysight and Ixia for the years ended October 31, 2017 and 2016, assuming that the companies were combined as of November 1, 2015. The unaudited pro forma financial information for the year ended October 31, 2015 combines the historical results of Keysight and Anite for the year ended October 31, 2015, assuming that the companies were combined as of November 1, 2014. The unaudited pro forma financial information includes business combination accounting effects from the acquisition including amortization and depreciation charges from acquired intangible assets, property plant and equipment, interest expense on the financing transactions used to fund the Ixia acquisition and acquisition-related transaction costs and tax-related effects. Pro forma results of operations for ScienLab have not been presented because the effects of the acquisition were not material to the company’s financial results.
The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016 for Ixia and 2015 for Anite.
| 4. | SHARE-BASED COMPENSATION |
Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including employee stock option awards, Restricted Stock Units ("RSUs"), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”) and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program based on estimated fair values.
On November 1, 2014, Keysight became an independent publicly-traded company through the distribution by Agilent Technologies, Inc. ("Agilent") of 100 percent of the outstanding common stock of Keysight to Agilent's shareholders (the "Separation"). Prior to the Separation, Keysight employees participated in Agilent’s equity plans. Upon the Separation, outstanding Keysight employee stock options, RSUs and LTP Program awards previously issued under Agilent’s equity plans were adjusted and converted into new Keysight stock-based awards under the Keysight 2014 Equity and Incentive Compensation Plan using a
formula designed to preserve the intrinsic value and fair value of the awards immediately prior to the Separation. These adjusted awards retained the vesting schedule and expiration date of the original awards.
Description of Keysight’s Share-Based Plans
Incentive compensation plans. The 2014 Equity and Incentive Compensation Plan (the "2014 Stock Plan") was originally adopted by the Board of Directors ("the Board") on July 16, 2014, subsequently amended and restated by the Board on September 29, 2014 and on January 22, 2015 and became effective as of November 1, 2014 (the “Effective Date”). The Board initially reserved 25 million shares of company common stock that may be issued under the 2014 Stock Plan, plus any shares forfeited or cancelled under the 2014 Stock Plan and subsequently reduced the number to 17 million shares. The 2014 Stock Plan provides for the grant of awards in the form of stock options, SARs, restricted stock, RSUs, performance shares and performance units with performance-based conditions on vesting or exercisability, and cash awards. The 2014 Stock Plan has a term of ten years. As of October 31, 2017, approximately 5 million shares were available for future awards under the 2014 Stock Plan.
Stock options granted under the 2014 Stock Plan may be either "incentive stock options," as defined in Section 422 of the Internal Revenue Code, or non-statutory. Options generally vest at a rate of 25 percent per year over a period of four years from the date of grant and generally have a maximum contractual term of ten years. The exercise price for stock options is generally not less than 100 percent of the fair market value of our common stock on the date the stock award is granted.
Effective November 1, 2014, the Compensation Committee of the Board of Directors approved the Performance awards plan, which is a performance stock award program administered under the 2014 Stock Plan, for the company's executive officers and other key employees. Participants in this program are entitled to receive unrestricted shares of the company's stock after the end of a three-year period, if specified performance targets are met. Performance awards are generally designed to meet the criteria of a performance award with the performance metrics and peer group comparison set at the beginning of the performance period. Based on the performance metrics the final award may vary from zero to 200 percent of the target award. The maximum contractual term for awards under the Performance awards program is three years. Awards granted under the LTP Program are based on a variety of targets, such as total shareholder return (TSR) or financial metrics such as operating margin, cost synergies and others. We consider the dilutive impact of this program in our diluted net income per share calculation only to the extent that the performance conditions are met.
Restricted stock units under our share-based plans are granted to directors, executives and employees. The estimated fair value of the restricted stock unit awards granted under the 2014 Stock Plan is determined based on the market price of Keysight common stock on the date of grant. Restricted stock units generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of grant.
Effective November 1, 2014, the company adopted the Employee Stock Purchase Plan. The ESPP allows eligible employees to contribute up to ten percent of their base compensation to purchase shares of Keysight common stock at 85 percent of the closing market price at purchase date. Shares authorized for issuance in connection with the ESPP are subject to an automatic annual increase of the lesser of one percent of the outstanding shares of Keysight common stock on November 1, or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the ESPP, in no event shall the number of shares issued under the ESPP exceed 75 million shares.
Under our ESPP, employees purchased 1,085,382 shares for $32 million in 2017, 1,234,111 shares for $30 million in 2016 and 493,289 shares for $14 million in 2015. As of October 31, 2017, common stock authorized and available for issuance under our ESPP was 22,187,218 shares, which includes shares issued in November 2017 to participants in consideration of the aggregate contribution totaling $17 million as of October 31, 2017.
Impact of Share-based Compensation Awards
All share-based awards compensation expense has been recognized using a straight-line amortization method and as required by guidance, has been reduced for estimated forfeitures.
The impact on our results for share-based compensation was as follows:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Cost of products and services | $ | 11 | $ | 11 | $ | 12 | |||||
| Research and development | 9 | 8 | 9 | ||||||||
| Selling, general and administrative | 36 | 30 | 34 | ||||||||
| Total share-based compensation expense | $ | 56 | $ | 49 | $ | 55 |
At October 31, 2017 and 2016 no share-based compensation expense was capitalized within inventory. The income tax benefit (deficiency) realized from the exercised stock options and similar awards recognized was $3 million in 2017, $(5) million in 2016 and $4 million in 2015.
Valuation Assumptions
The following assumptions were used to estimate the fair value of employee stock options and LTP Program grants.
| Year Ended October 31, | |||||
| 2017 | 2016 | 2015 | |||
| Stock Option Plans: | |||||
| Weighted average risk-free interest rate | N/A | N/A | 1.60% | ||
| Dividend yield | N/A | N/A | 0% | ||
| Weighted average volatility | N/A | N/A | 31% | ||
| Expected life | N/A | N/A | 4.9 years | ||
| LTP Program: | |||||
| Volatility of Keysight shares | 27% | 25% | 26% | ||
| Volatility of index/ peer group | 15% | 14%-54% | 17%-67% | ||
| Price-wise correlation with selected peers | 57% | 38% | 38% |
The fair value of share-based awards for employee stock option awards was estimated using the Black-Scholes option pricing model. Shares granted under the LTP Program were valued using a Monte Carlo simulation model. Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option’s expected life and the price volatility of the underlying stock. The estimated fair value of restricted stock awards is determined based on the market price of Keysight’s common stock on the date of grant. Prior to the Separation, it was determined based on the market price of Agilent’s common stock on the date of grant, adjusted for expected dividend yield.
We did not grant any option awards in 2017 and 2016. For the year ended October 31, 2015, we used the average historical volatility of eleven peer companies to estimate the volatility for our stock option awards. We considered our ability to find traded options of peer companies in the current market with similar terms and prices to our options.
As of November 1, 2014, Agilent’s fiscal 2013 LTP Program grants to Keysight executives were classified as liability awards in our consolidated financial statements as the payout of Keysight shares is dependent upon Agilent Total Shareholder Return (“TSR”) as compared to its peer companies at the end of fiscal 2015. The final payout resulted in reversal of $4 million of expense recorded for those awards.
Share-based Payment Award Activity
Employee Stock Options
The following table summarizes employee stock option award activity made to our employees and directors for 2017:
| Options Outstanding | Weighted Average Exercise Price | |||||
| (in thousands) | ||||||
| Outstanding at October 31, 2016 | 3,276 | $ | 25 | |||
| Granted | — | $ | — | |||
| Exercised | (922 | ) | $ | 20 | ||
| Forfeited and expired | — | $ | — | |||
| Outstanding at October 31, 2017 | 2,354 | $ | 27 |
There were no forfeited or expired options in 2017.
The options outstanding and exercisable for equity share-based payment awards at October 31, 2017 were as follows:
| Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
| Range of Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Aggregate Intrinsic Value | Number Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Aggregate Intrinsic Value | |||||||||||||||||
| (in thousands) | (in years) | (in thousands) | (in thousands) | (in years) | (in thousands) | ||||||||||||||||||||
| $0 - 25 | 766 | 3.9 | $ | 19 | $ | 19,522 | 766 | 3.9 | $ | 19 | $ | 19,522 | |||||||||||||
| $25.01 - 30 | 667 | 6.1 | $ | 30 | 9,905 | 477 | 6.1 | $ | 30 | 7,088 | |||||||||||||||
| $30.01 - 40 | 921 | 7.0 | $ | 31 | 12,593 | 438 | 7.0 | $ | 31 | 5,984 | |||||||||||||||
| 2,354 | 5.7 | $ | 27 | $ | 42,020 | 1,681 | 5.3 | $ | 25 | $ | 32,594 |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on Keysight's closing stock price of $44.67 at October 31, 2017, that would have been received by award holders had all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money awards exercisable at October 31, 2017 was approximately 1.7 million.
The following table summarizes the aggregate intrinsic value of options exercised and the fair value of options granted in 2017, 2016 and 2015:
| Aggregate Intrinsic Value | Weighted Average Exercise Price | Per Share Value Using Black-Scholes Model | |||||||||
| (in thousands) | |||||||||||
| Options exercised in fiscal 2015 | $ | 15,160 | $ | 16 | |||||||
| Black-Scholes per share value of options granted during fiscal 2015 | $ | 9.20 | |||||||||
| Options exercised in fiscal 2016 | $ | 5,656 | $ | 19 | |||||||
| Black-Scholes per share value of options granted during fiscal 2016 | N/A | ||||||||||
| Options exercised in fiscal 2017 | $ | 16,385 | $ | 20 | |||||||
| Black-Scholes per share value of options granted during fiscal 2017 | N/A |
As of October 31, 2017 the unrecognized share-based compensation costs for outstanding stock option awards, net of expected forfeitures, was approximately $1 million, which is expected to be amortized over a weighted average period of 1 year. See Note 5, "Income Taxes," for the tax impact on share-based award exercises.
Non-vested Awards
The following table summarizes non-vested award activity in 2017 primarily for our LTP Program and restricted stock unit awards:
| Shares | Weighted Average Grant Date Fair Value | |||||
| (in thousands) | ||||||
| Non-vested at October 31, 2016 | 3,056 | $ | 30 | |||
| Granted | 1,822 | $ | 37 | |||
| Vested | (1,205 | ) | $ | 29 | ||
| Forfeited | (33 | ) | $ | 33 | ||
| Non-vested at October 31, 2017 | 3,640 | $ | 33 |
As of October 31, 2017 the unrecognized share-based compensation cost for non-vested restricted stock awards, net of expected forfeitures, was approximately $47 million, which is expected to be amortized over a weighted average period of 2.7 years. The total fair value of restricted stock awards vested was $43 million for 2017, $33 million for 2016 and $36 million for 2015.
| 5. | INCOME TAXES |
The domestic and foreign components of income before taxes are:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| U.S. operations | $ | (147 | ) | $ | (30 | ) | $ | (6 | ) | ||
| Non-U.S. operations | 326 | 396 | 394 | ||||||||
| Total income before taxes | $ | 179 | $ | 366 | $ | 388 |
The provision (benefit) for income taxes is comprised of:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| U.S. federal taxes: | |||||||||||
| Current | $ | 21 | $ | (15 | ) | $ | 12 | ||||
| Deferred | (56 | ) | (13 | ) | (7 | ) | |||||
| Non-U.S. taxes: | |||||||||||
| Current | 101 | 32 | 24 | ||||||||
| Deferred | 9 | 28 | (158 | ) | |||||||
| State taxes, net of federal benefit: | |||||||||||
| Current | 2 | (1 | ) | 1 | |||||||
| Deferred | — | — | 3 | ||||||||
| Total provision (benefit) for income taxes | $ | 77 | $ | 31 | $ | (125 | ) |
The income tax provision does not reflect potential future tax savings resulting from excess deductions associated with our various share-based award plans.
The significant components of deferred tax assets and deferred tax liabilities included in the consolidated balance sheet are:
| October 31, | |||||||||||||||
| 2017 | 2016 | ||||||||||||||
| Deferred Tax Assets | Deferred Tax Liabilities | Deferred Tax Assets | Deferred Tax Liabilities | ||||||||||||
| (in millions) | |||||||||||||||
| Inventory | $ | 16 | $ | (3 | ) | $ | 14 | $ | (1 | ) | |||||
| Intangibles | 55 | (158 | ) | 88 | (15 | ) | |||||||||
| Property, plant and equipment | 16 | (20 | ) | 15 | (13 | ) | |||||||||
| Warranty reserves | 17 | (1 | ) | 17 | — | ||||||||||
| Pension benefits | 90 | (58 | ) | 110 | (3 | ) | |||||||||
| Employee benefits, other than retirement | 29 | (1 | ) | 25 | — | ||||||||||
| Net operating loss, capital loss, and credit carryforwards | 257 | — | 165 | — | |||||||||||
| Unremitted earnings of foreign subsidiaries | — | (305 | ) | — | (38 | ) | |||||||||
| Share-based compensation | 26 | — | 23 | — | |||||||||||
| Deferred revenue | 24 | (3 | ) | 38 | (1 | ) | |||||||||
| Other | 10 | (10 | ) | 10 | (5 | ) | |||||||||
| Subtotal | 540 | (559 | ) | 505 | (76 | ) | |||||||||
| Tax valuation allowance | (63 | ) | — | (38 | ) | — | |||||||||
| Total deferred tax assets or deferred tax liabilities | $ | 477 | $ | (559 | ) | $ | 467 | $ | (76 | ) |
The increase in 2017 as compared to 2016 for the deferred tax liability primarily relates to an increase in unremitted earnings of foreign subsidiaries from the Ixia acquisition, Ixia and ScienLab deferred tax liabilities established for acquired intangible assets which are not deductible for tax purposes when amortized, and decreases in future pension liabilities primarily in Japan and the U.K. This is offset by an increase in the deferred tax asset for net operating losses primarily in Singapore and credit carryforwards primarily in the U.S.
Excess foreign tax credits associated with unremitted earnings are not recorded as an asset as they do not represent a separate deferred tax asset until earnings are remitted. However, unremitted foreign taxes reduce deferred tax liabilities associated with outside basis differences related to the investment in a foreign subsidiary to the extent the credit reduces a deferred tax liability of the investment.
We record U.S. income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries' earnings are considered indefinitely reinvested outside the U.S. For the fiscal year ending October 31, 2017, we increased our deferred tax liability to $305 million for the U.S. tax liability expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered indefinitely reinvested. As of October 31, 2017, the cumulative amount of undistributed earnings considered indefinitely reinvested was $1.5 billion. No deferred tax liability has been recognized on the basis difference created by such earnings since it is our intention to indefinitely reinvest those earnings in the company’s foreign operations. Because of the availability of U.S. foreign tax credits, the determination of the unrecognized deferred tax liability on these earnings is not practicable.
Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis.
The $63 million valuation allowance as of October 31, 2017 is mainly related to capital losses in the U.K., California research credits, and net operating losses in the U.K. and Netherlands. The $38 million valuation allowance as of October 31, 2016 was mainly related to deferred tax assets for capital losses in the U.K. and net operating losses in the Netherlands. The increase in valuation allowance from October 31, 2016 to October 31, 2017 is primarily due to an increase in the valuation allowance on California research credits and U.S. state net operating losses that were both acquired in the Ixia acquisition. We will maintain a valuation allowance until sufficient positive evidence exists to support reversal.
At October 31, 2017, we had U.S. federal net operating loss carryforwards of approximately $10 million, U.S. capital loss carryforwards of approximately $3 million, and U.S. state net operating loss carryforwards, primarily acquired in the Ixia acquisition, of approximately $91 million. The U.S. federal net operating losses will expire in years beginning 2028 through 2030 if not utilized and capital loss carryforwards will expire in beginning in 2018 if not utilized. The U.S. state net operating loss carryforwards will begin to expire in 2018 if not utilized. At October 31, 2017, we had U.S. foreign tax credit carryforwards of approximately $43 million, U.S. research credit carryfowards of approximately $40 million, U.S. AMT carryfowards of $1 million, and California research credits of approximately $15 million. The U.S. federal credits begin to expire in 2025, if not utilized. The
California research credits can be carried forward indefinitely. The U.S. federal and state net operating loss and tax credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31, 2017, we also had foreign net operating loss carryforwards of approximately $2,608 million. Of this foreign loss, $112 million will expire in years beginning 2023 through 2026 if not utilized. The remaining $2,496 million has an indefinite life. At October 31, 2017, we had foreign capital loss carryforwards of approximately $152 million with an indefinite life and $3 million of tax credits in foreign jurisdictions with an indefinite life. Some of the foreign losses are subject to annual loss limitation rules. These annual loss limitations in foreign jurisdictions may result in the expiration or reduced utilization of the net operating losses.
The authoritative guidance prohibits recognition of a deferred tax asset for excess tax benefits related to stock and stock option plans that have not yet been realized through reduction in income taxes payable. Such unrecognized deferred tax benefit totals $6 million as of October 31, 2017 and will be accounted for as a credit to retained earnings, upon the adoption of ASU 2016-09 on November 1, 2017. We have recognized approximately $2 million as a credit to shareholders' equity for cumulative excess tax benefits related to stock and stock option plans that have been realized as of October 31, 2017.
The differences between the U.S. federal statutory income tax rate and our effective tax rate are:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Profit before tax times statutory rate | $ | 63 | $ | 128 | $ | 136 | |||||
| State income taxes, net of federal benefit | 1 | (1 | ) | 3 | |||||||
| Non-U.S. income taxed at different rates | (83 | ) | (88 | ) | (107 | ) | |||||
| Singapore tax incentives through amortization | — | — | (219 | ) | |||||||
| Retroactive Singapore tax rate incentive impact | — | — | (15 | ) | |||||||
| Repatriation of foreign earnings | — | (45 | ) | — | |||||||
| Foreign earnings not considered indefinitely reinvested | 3 | 39 | 33 | ||||||||
| Change in unrecognized tax benefits | 23 | 1 | 33 | ||||||||
| U.S. research credits | (7 | ) | (5 | ) | (1 | ) | |||||
| Share-based compensation adjustment for non-U.S. employees | 6 | 4 | 4 | ||||||||
| Deemed repatriation of foreign earnings | 5 | 3 | 3 | ||||||||
| Malaysia tax assessment | 68 | — | — | ||||||||
| Other, net | (2 | ) | (5 | ) | 5 | ||||||
| Provision (benefit) for income taxes | $ | 77 | $ | 31 | $ | (125 | ) | ||||
| Effective tax rate | 43 | % | 8 | % | (32 | )% |
We benefit from tax incentives in several different jurisdictions, most significantly in Singapore, and several jurisdictions have granted tax incentives that require renewal at various times in the future. The tax incentives provide lower rates of taxation on certain classes of income and require various thresholds of investments and employment or specific types of income in those jurisdictions. The tax incentives are due for renewal between 2024 and 2025. The impact of the tax incentives decreased income taxes by $49 million, $34 million and $250 million in 2017, 2016, and 2015, respectively. The benefit of the tax incentives on net income per share (diluted) was approximately $0.27, $0.20 and $1.46 in 2017, 2016 and 2015, respectively. The increase in the benefit from the tax incentive from 2016 to 2017 is primarily due to an increase in pre-tax book income earned in Singapore. Of the $1.46 benefit of the tax incentives on net income per share (diluted) in 2015, $1.21 benefit relates to one- time items due to the retroactive granting of the Singapore tax incentives.
For 2017, the effective tax rate was 43 percent, which is higher than the U.S. statutory rate primarily due to the payment of a prior year Malaysia tax assessment of $68 million, including tax and penalties, which we are currently in the process of appealing to the Special Commissioners of Income Tax (“SCIT”) in Malaysia.
For 2016, the effective tax rate was 8 percent, which is lower than the U.S. statutory rate primarily due to a higher percentage of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates. Also, the tax rate was lower than the U.S. statutory rate due to the net tax benefit of $45 million resulting from the repatriation of earnings from Japan, which includes a U.S. tax expense of $27 million offset by $72 million of foreign tax credits recorded in connection with the repatriation.
For 2015, the effective tax rate was a benefit of 32 percent, which is lower than the U.S. statutory rate primarily due to the retroactive benefit of two tax incentives in Singapore approved during 2015. Also, the tax rate was lower than the U.S. statutory rate due to a higher percentage of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates.
The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax assets and liabilities, was as follows for the years 2017 and 2016:
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Current income tax assets (included within other current assets) | $ | 40 | $ | 29 | |||
| Current income tax liabilities (included within income and other taxes payable) | (7 | ) | (19 | ) | |||
| Long-term income tax assets (included within other assets) | — | 6 | |||||
| Long-term income tax liabilities (included within other long-term liabilities) | (39 | ) | (21 | ) | |||
| Total | $ | (6 | ) | $ | (5 | ) |
The calculation of our tax liabilities involves uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may differ from what is currently estimated, which could result in a material impact on income tax expense. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.
The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and foreign tax jurisdictions are as follows:
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Balance, beginning of year | $ | 51 | $ | 50 | $ | 129 | |||||
| Reductions due to spin transaction | — | — | (113 | ) | |||||||
| Additions due to acquisition | 22 | — | 2 | ||||||||
| Additions for tax positions related to the current year | 31 | 5 | 34 | ||||||||
| Additions for tax positions from prior years | 52 | 1 | 2 | ||||||||
| Reductions for tax positions from prior years | (9 | ) | (4 | ) | (4 | ) | |||||
| Settlements with taxing authorities | — | — | — | ||||||||
| Statute of limitations expirations | (1 | ) | (1 | ) | — | ||||||
| Balance, end of year | $ | 146 | $ | 51 | $ | 50 |
As of October 31, 2017, we had $166 million of unrecognized tax benefits including interest and penalties which, if recognized, would affect our effective tax rate. However, approximately $4 million of the unrecognized tax benefits were related to state income tax positions which, if recognized, would be in the form of a deferred tax asset that would likely not affect our effective tax rate due to a valuation allowance. Under the terms of the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, the unrecognized tax benefits as of separation differed from the amount allocated using the separate return methodology, therefore, a $113 million reduction in the unrecognized tax benefits occurred as of November 1, 2014 upon separation.
We recognized a tax expense of $18 million, $1 million, and zero of interest and penalties related to unrecognized tax benefits in 2017, 2016 and 2015, respectively. Cumulatively, interest and penalties accrued as of the end of October 31, 2017, 2016 and 2015 were $20 million, $2 million and $1 million, respectively. The increase in interest and penalties from October 31, 2016 to October 31, 2017 is primarily due to $18 million of penalties paid for the Malaysia tax assessment relating to the 2008 tax year.
For the majority of our entities, the open tax years for the IRS, state and most foreign audit authorities are from August 1, 2014 through the current tax year. For certain foreign entities, the tax years generally remain open, at most, back to the year 2007. Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.
The company is being audited in Malaysia for the 2008 tax year. Although this tax year pre-dates our spin-off from Agilent, pursuant to the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, for certain
entities including Malaysia, any historical tax liability is the responsibility of Keysight. In the fourth quarter of this year, Keysight paid income taxes and penalties of $68 million on gains related to intellectual property rights, although we are currently in the process of appealing to the Special Commissioners of Income Tax (“SCIT”) in Malaysia. The company believes there are numerous defenses to the current assessment; the statute of limitations for the 2008 tax year in Malaysia is closed and the income in question is exempt from tax in Malaysia. The company is disputing this assessment and pursuing all avenues to resolve this issue favorably for the company.
| 6. | NET INCOME PER SHARE |
The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations for the periods presented below.
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Numerator: | |||||||||||
| Net income | $ | 102 | $ | 335 | $ | 513 | |||||
| Denominator: | |||||||||||
| Basic weighted-average shares | 180 | 170 | 169 | ||||||||
| Potential common shares— stock options and other employee stock plans | 2 | 2 | 2 | ||||||||
| Diluted weighted-average shares | 182 | 172 | 171 |
The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits recorded in additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense and tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are collectively assumed to be used to repurchase hypothetical shares. An increase in the fair market value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards.
We exclude stock options with exercise prices greater than the average market price of our common stock from the calculation of diluted earnings per share because their effect would be anti-dilutive. For the year ended 2017, 2016 and 2015, we excluded zero, 1.7 million shares and zero shares from the calculation of diluted earnings per share, respectively. In addition, we also exclude from the calculation of diluted earnings per share, stock options, ESPP, LTP Program and restricted stock awards, whose combined exercise price, unamortized fair value and excess tax benefits collectively were greater than the average market price of our common stock because their effect would also be anti-dilutive. For the years ended October 31, 2017, 2016 and 2015, we excluded 7,760 shares, 26,200 shares and 46,300 shares, respectively, from the calculation of diluted earnings per share.
| 7. | SUPPLEMENTAL CASH FLOW INFORMATION |
Net cash paid for income taxes was $121 million in 2017, $23 million in 2016 and $40 million in 2015. The 2017 payments include $68 million paid to the Malaysia tax authority associated with a tax assessment on gains related to intellectual property transfers that we are currently in the process of appealing to the Special Commissioners of Income Tax (“SCIT”) in Malaysia.
Cash paid for interest was $64 million in 2017, $44 million in 2016 and $46 million in 2015. In 2017, we also paid fees of $9 million in connection with a bridge loan facility that were amortized to interest expense and classified as financing activity.
The following table summarizes our non-cash investing activities that are not reflected in the consolidated statement of cash flows:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Non-cash investing activities: | |||||||||||
| Capital expenditures in accounts payables | $ | (4 | ) | $ | (11 | ) | $ | 10 | |||
| Capital expenditures in other long-term liabilities | 4 | 1 | — | ||||||||
| $ | — | $ | (10 | ) | $ | 10 |
| 8. | INVENTORY |
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Finished goods | $ | 286 | $ | 218 | |||
| Purchased parts and fabricated assemblies | 302 | 256 | |||||
| Total inventory | $ | 588 | $ | 474 |
The increase in inventory was driven primarily by business acquisitions. Inventory-related excess and obsolescence charges recorded in total cost of products were $16 million in 2017, $17 million in 2016 and $28 million in 2015. We record excess and obsolete inventory charges for both inventory on our site as well as inventory at our contract manufacturers and suppliers where we have non-cancellable purchase commitments.
| 9. | PROPERTY, PLANT AND EQUIPMENT, NET |
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Land | $ | 63 | $ | 66 | |||
| Buildings and leasehold improvements | 678 | 679 | |||||
| Machinery and equipment | 1,008 | 931 | |||||
| Total property, plant and equipment | 1,749 | 1,676 | |||||
| Accumulated depreciation and amortization | (1,219 | ) | (1,164 | ) | |||
| Property, plant and equipment, net | $ | 530 | $ | 512 |
Asset impairments were zero in 2017, 2016 and 2015. In 2017 we recognized a loss of $5 million related to assets that were damaged or destroyed due to the northern California wildfires. Depreciation expense was $92 million in 2017, $85 million in 2016 and $81 million in 2015. Buildings and leasehold improvements include assets held under capital lease of $4 million and $1 million at October 31, 2017 and 2016, respectively.
| 10. | GOODWILL AND OTHER INTANGIBLE ASSETS |
The goodwill balances as of October 31, 2017, 2016 and 2015 and the movements in 2017 and 2016 for each of our reportable segments were as follows:
| Communications Solutions Group | Electronic Industrial Solutions Group | Ixia Solutions Group | Services Solutions Group | Total | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Goodwill as of October 31, 2015 | $ | 433 | $ | 204 | $ | — | $ | 63 | $ | 700 | |||||||||
| Foreign currency translation impact | 12 | 9 | — | 1 | 22 | ||||||||||||||
| Goodwill arising from acquisitions and other adjustments | 11 | 3 | — | — | 14 | ||||||||||||||
| Goodwill as of October 31, 2016 | 456 | 216 | — | 64 | 736 | ||||||||||||||
| Foreign currency translation impact | (15 | ) | 1 | — | 1 | (13 | ) | ||||||||||||
| Goodwill arising from acquisitions | — | 23 | 1,117 | 19 | 1,159 | ||||||||||||||
| Goodwill as of October 31, 2017 | $ | 441 | $ | 240 | $ | 1,117 | $ | 84 | $ | 1,882 |
Other intangible assets as of October 31, 2017 and 2016 consisted of the following:
| Other Intangible Assets as of October 31, 2017 | Other Intangible Assets as of October 31, 2016 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization and Impairments | Net Book Value | Gross Carrying Amount | Accumulated Amortization and Impairments | Net Book Value | ||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Developed technology | $ | 808 | $ | 252 | $ | 556 | $ | 309 | $ | 159 | $ | 150 | |||||||||||
| Backlog | 13 | 12 | 1 | 4 | 4 | — | |||||||||||||||||
| Trademark/Tradename | 33 | 8 | 25 | 20 | 4 | 16 | |||||||||||||||||
| Customer relationships | 304 | 61 | 243 | 65 | 35 | 30 | |||||||||||||||||
| Non-compete agreements | 1 | — | 1 | — | — | — | |||||||||||||||||
| Total amortizable intangible assets | 1,159 | 333 | 826 | 398 | 202 | 196 | |||||||||||||||||
| In-Process R&D | 29 | — | 29 | 12 | — | 12 | |||||||||||||||||
| Total | $ | 1,188 | $ | 333 | $ | 855 | $ | 410 | $ | 202 | $ | 208 |
In 2017, we recorded additions to goodwill and other intangible assets of $1,159 million and $785 million, based on the preliminary allocation of the purchase prices to the estimated fair values of the assets acquired and liabilities assumed in the acquisition of Ixia and other acquisitions. There was no foreign exchange translation impact to other intangible assets in 2017. In 2017, we transferred $43 million from in-process R&D to developed technology as projects were successfully completed and recorded an impairment charge of $7 million related to the cancellation of an in-process R&D project.
In 2016, we recorded additions to goodwill and other intangible assets of $14 million and $19 million, respectively, due to an acquisition in 2016 and a revision to the preliminary purchase price allocation of the Anite acquisition, which was completed in 2015. We recorded $4 million of foreign exchange translation impact to other intangible assets in 2016.
Amortization of other intangible assets was $131 million in 2017, $43 million in 2016, and $15 million in 2015. Future amortization expense related to existing finite-lived purchased intangible assets is estimated to be $198 million in 2018, $196 million in 2019, $194 million in 2020, $126 million in 2021, $50 million in 2022, and $62 million thereafter.
| 11. | INVESTMENTS |
Net book value of investments as of October 31, 2017 and 2016 were as follows:
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Long-Term | |||||||
| Cost method investments | $ | 16 | $ | 15 | |||
| Trading securities | 13 | 11 | |||||
| Available-for-sale investments | 34 | 29 | |||||
| Total | $ | 63 | $ | 55 |
Cost method investments consist of non-marketable equity securities and are accounted for at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Investments designated as available-for-sale consists of equity securities and are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss).
Investments in available-for-sale securities at estimated fair value were as follows:
| October 31, 2017 | October 31, 2016 | ||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||
| Long-Term | |||||||||||||||||||||||||||||||
| Equity securities | $ | 15 | $ | 19 | $ | — | $ | 34 | $ | 15 | $ | 14 | $ | — | $ | 29 |
All of our investments, excluding trading securities, are subject to periodic impairment review. The impairment analysis requires significant judgment to identify events or circumstances that would likely have a significant adverse effect on the future value of the investment. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. There was no impairment recognized in the year ended 2017. In 2016, cost method investments with a carrying amount of $2 million were written down to their fair value of zero, resulting in an impairment charge of $2 million, which is included in other income (expense). In 2015, cost method investments with a carrying amount of $4 million were written down to their fair value of zero, resulting in an impairment charge of $4 million, which is included in other income (expense).
Realized gains or losses on the sale of available-for-sale or cost method securities were zero in 2017, 2016 and 2015. Net unrealized gains on our trading securities portfolio were $2 million of unrealized gains in 2017, zero in 2016 and $1 million of unrealized gains in 2015.
| 12. | FAIR VALUE MEASUREMENTS |
The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.
Fair Value Hierarchy
The guidance establishes a fair value hierarchy that prioritizes inputs used in valuation techniques into three levels. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:
Level 1 — applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 — applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.
Level 3 — applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2017 and 2016 were as follows:
| Fair Value Measurements as of October 31, 2017 | Fair Value Measurements as of October 31, 2016 | ||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||
| Short-term | |||||||||||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||||||||||
| Money market funds | $ | 403 | $ | 403 | $ | — | $ | — | $ | 471 | $ | 471 | $ | — | $ | — | |||||||||||||||
| Derivative instruments (foreign exchange contracts) | 6 | — | 6 | — | 4 | — | 4 | — | |||||||||||||||||||||||
| Long-term | |||||||||||||||||||||||||||||||
| Trading securities | 13 | 13 | — | — | 11 | 11 | — | — | |||||||||||||||||||||||
| Available-for-sale investments | 34 | 34 | — | — | 29 | 29 | — | — | |||||||||||||||||||||||
| Total assets measured at fair value | $ | 456 | $ | 450 | $ | 6 | $ | — | $ | 515 | $ | 511 | $ | 4 | $ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||
| Short-term | |||||||||||||||||||||||||||||||
| Derivative instruments (foreign exchange contracts) | $ | 1 | $ | — | $ | 1 | $ | — | $ | 8 | $ | — | $ | 8 | $ | — | |||||||||||||||
| Long-term | |||||||||||||||||||||||||||||||
| Deferred compensation liability | 13 | — | 13 | — | 11 | — | 11 | — | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | 14 | $ | — | $ | 14 | $ | — | $ | 19 | $ | — | $ | 19 | $ | — |
Our money market funds, trading securities, and available-for-sale investments are generally valued using quoted market prices and therefore are classified within Level 1 of the fair value hierarchy. Our deferred compensation liability are classified as Level 2 because the inputs used in the calculations are observable, although the values are not directly based on quoted market prices. Our derivative financial instruments are classified within Level 2, as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.
Trading securities (which are earmarked to pay the deferred compensation liability) and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Investments designated as available-for-sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss). Realized gains and losses from the sale of these instruments are recorded in earnings.
| 13. | DERIVATIVES |
We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of risk management strategy, we use derivative instruments, primarily forward contracts and purchased options to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.
Cash Flow Hedges
We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities between one and twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in the value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income. Amounts associated with cash flow hedges are reclassified to cost of sales in the consolidated statement of operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income will be reclassified to other income (expense) in the current period. Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the consolidated statement of operations in the current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in other income (expense) over the life of the option contract. The ineffectiveness for the years ended October 31, 2017, 2016 and 2015 was not significant.
Other Hedges
Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in value of the derivative are recognized in other income (expense) in the consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.
In connection with the acquisition of Anite, which closed on August 13, 2015, Keysight entered into foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in British Pound currency. The aggregate notional amount of the currencies hedged was $608 million. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $2 million and was recorded in other income (expense) in the consolidated statement of operations for the year ended October 31, 2015.
Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our counterparties to major financial institutions which are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.
A number of our derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.
The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of October 31, 2017 was immaterial. The credit-risk-related contingent features underlying these agreements had not been triggered as of October 31, 2017.
There were 127 foreign exchange forward contracts open as of October 31, 2017 and designated as cash flow hedges. There were 71 foreign exchange forward contracts and zero foreign exchange option contract open as of October 31, 2017 not designated as hedging instruments. The aggregated notional amounts by currency and designation as of October 31, 2017 were as follows:
| Derivatives in Cash Flow Hedging Relationships | Derivatives Not Designated as Hedging Instruments | |||||||
| Forward Contracts | Forward Contracts | |||||||
| Currency | Buy/(Sell) | Buy/(Sell) | ||||||
| (in millions) | ||||||||
| Euro | $ | — | $ | 36 | ||||
| British Pound | — | (15 | ) | |||||
| Singapore Dollar | 10 | (1 | ) | |||||
| Malaysian Ringgit | 62 | (3 | ) | |||||
| Japanese Yen | (101 | ) | (38 | ) | ||||
| Other currencies | (14 | ) | (6 | ) | ||||
| $ | (43 | ) | $ | (27 | ) |
Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet in accordance with the authoritative guidance . The gross fair values and balance sheet presentation of derivative instruments held in the consolidated balance sheet as of October 31, 2017 and 2016 were as follows:
| Fair Values of Derivative Instruments | ||||||||||||||||||
| Asset Derivatives | Liability Derivatives | |||||||||||||||||
| Fair Value | Fair Value | |||||||||||||||||
| Balance Sheet Location | October 31, 2017 | October 31, 2016 | Balance Sheet Location | October 31, 2017 | October 31, 2016 | |||||||||||||
| (in millions) | ||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||
| Other current assets | $ | 5 | $ | 2 | Other accrued liabilities | $ | — | $ | 4 | |||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||
| Other current assets | 1 | 2 | Other accrued liabilities | 1 | 4 | |||||||||||||
| Total derivatives | $ | 6 | $ | 4 | $ | 1 | $ | 8 |
The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in our consolidated statement of operations was as follows:
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Cash flow hedges | |||||||||||
| Foreign exchange contracts: | |||||||||||
| Gain (loss) recognized in accumulated other comprehensive income | $ | 6 | $ | (7 | ) | $ | (15 | ) | |||
| Gain (loss) reclassified from accumulated other comprehensive income into cost of sales | $ | (1 | ) | $ | (12 | ) | $ | (1 | ) | ||
| Derivatives not designated as hedging instruments: | |||||||||||
| Gain (loss) recognized in other income (expense), net | $ | 6 | $ | (10 | ) | $ | (7 | ) |
The estimated amount of existing net gain at October 31, 2017 expected to be reclassified from accumulated other comprehensive income to cost of sales within the next twelve months is $3 million.
| 14. | RESTRUCTURING |
We initiated a targeted workforce reduction program in July 2015 that was designed to restructure our operations and cost structure for optimization of resources and cost savings. Approximately 100 employees of our total workforce were impacted by this program. In 2015, we also announced a voluntary pre-retirement notification program for retirement-eligible employees to provide early notice of their planned retirement in return for severance benefits. Approximately 160 employees of our total workforce opted for this program. Severance payments under both programs were complete at October 31, 2016.
We initiated a targeted workforce reduction program in November 2016 that is expected to reduce Keysight's total headcount by between 60 to 200 employees. The timing and scope of workforce reductions will vary based on local legal requirements. This targeted workforce management program was designed to support our site consolidation strategy, align with our new industry segment structure and improve efficiency. As of October 31, 2017, approximately 85 employees exited under this workforce reduction program, which we expect to be substantially complete by the end of first quarter of fiscal 2018.
A summary of balances and restructuring activity for the above plans is shown in the table below:
| Workforce reduction | U.S. Pre-retirement Plan | ||||||
| (in millions) | |||||||
| Balance at October 31, 2015 | $ | 4 | $ | 2 | |||
| Cash payments | (4 | ) | (2 | ) | |||
| Balance at October 31, 2016 | — | — | |||||
| Income statement expense | 8 | — | |||||
| Cash payments | (6 | ) | — | ||||
| Balance at October 31, 2017 | $ | 2 | $ | — |
The restructuring accrual of $2 million at October 31, 2017 relating to workforce reduction is recorded in other accrued liabilities in the consolidated balance sheet.
A summary of the charges in the consolidated statement of operations resulting from all restructuring activities, including acquisition and other activities, is shown below:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Cost of products and services | $ | 1 | $ | — | $ | 4 | |||||
| Research and development | 3 | — | 2 | ||||||||
| Selling, general and administrative | 8 | — | 10 | ||||||||
| Total restructuring and other related costs | $ | 12 | $ | — | $ | 16 |
| 15. | RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS |
General. Substantially all of our employees are covered under various defined benefit and/or defined contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S. employees. We provide U.S. employees, who meet eligibility criteria under the Keysight Technologies, Inc. Retirement Plan ("RP"), defined benefits which are based on an employee's base or target pay during the years of employment and on length of service. For eligible employees' service through October 31, 1993, the benefit payable under the RP is reduced by any amounts due to the eligible employees' service under our defined contribution Deferred Profit-Sharing Plan ("DPSP"), which was closed to new participants as of November 1993.
In addition, in the U.S. we maintain the Supplemental Benefits Retirement Plan ("SBRP"), a supplemental unfunded non-qualified defined benefit plan to provide benefits that would be provided under the RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the "U.S. Plans."
As of October 31, 2017, the fair value of plan assets of the DPSP for U.S. employees was $297 million. The obligation for the DPSP eligible employees equals the fair value of the DPSP assets due to the benefit payable under the RP being the greater of the RP and DPSP.
Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans ("Non-U.S. Plans") based upon factors such as years of service and/or employee compensation levels. Eligibility is generally determined in accordance with local statutory requirements.
401(k) defined contribution plan. Eligible U.S. employees may participate in the Keysight Technologies, Inc. 401(k) Plan (the "401(k) Plan"). Enrollment in the 401(k) Plan is automatic for employees who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we provide matching contributions to employees up to a maximum of 4 percent of an employee's annual eligible compensation. The maximum contribution to the 401(k) Plan is 50 percent of an employee's annual eligible compensation, subject to regulatory limitations. Employees hired on or after August 1, 2015 are not eligible to participate in the RP or the U.S. Post-Retirement Benefit Plan. We provide matching contributions to these employees under the 401(k) Plan up to a maximum of 6 percent of the employee's annual eligible compensation. The 401(k) Plan employer expense included in income from operations was $16 million in 2017, $14 million in 2016 and $14 million in 2015.
Post-retirement medical benefit plans. In addition to receiving retirement benefits, U.S. employees who meet eligibility requirements as of their termination date may participate in the Keysight Technologies, Inc. Health Plan for Retirees ("U.S. Post-Retirement Benefit Plan"). Eligible retirees who were less than age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service (age 54 with 14 or more years of service for workforce managed terminations) are eligible for a fixed amount which can be utilized to pay for premiums under a Keysight sponsored pre-Medicare medical plan, non-Keysight sponsored
medical, dental and vision plans purchased in the individual insurance market, as well as Medicare Part A, Medicare Part B, prescription drug premiums, and eligible premiums paid for coverage under another employer's retiree medical, retiree vision and retiree dental plan provided such premiums were not paid on a pre-tax basis. Eligible retirees who were at least age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service (age 54 with 14 or more years of service for workforce managed terminations) currently choose from managed-care or indemnity options, with the company subsidization level or stipend dependent on a number of factors including eligibility and length of service. Grandfathered retirees receive a fixed monthly subsidy toward pre-65 premium costs (subsidy capped at 2011 levels) and a fixed monthly stipend post-65. The subsidy amounts will not increase.
Components of net periodic benefit cost. The company uses alternate methods of amortization, as allowed by the authoritative guidance, which amortizes the actuarial gains and losses on a consistent basis for the years presented. For the U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and the U.S. Post-Retirement Benefit Plan, gains and losses are amortized using a separate layer for each year's gains and losses.
On December 15, 2016, we transferred a portion of the assets and obligations of our Japanese Employees’ Pension Fund ("EPF") to the Japanese government. The remaining portion of the EPF was transferred to a new Keysight Japan corporate defined benefit pension plan. The difference between the obligations settled with the government of $142 million and the assets transferred to the government of $51 million resulted in an increase in the funded status of the new defined benefit pension plan of $91 million. The settlement resulted in a gain of $68 million which is included in other operating expense (income) in the consolidated statement of operations. Previously accrued salary progression of $4 million was derecognized at the time of settlement.
For the years ended October 31, 2017, 2016 and 2015, components of net periodic benefit cost (benefit) and other amounts recognized in other comprehensive income were comprised of:
| Defined Benefit Plans | U.S. Post-Retirement Benefit Plan | ||||||||||||||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | |||||||||||||||||||||||||||||||||||
| Service cost — benefits earned during the period | $ | 22 | $ | 21 | $ | 22 | $ | 18 | $ | 19 | $ | 18 | $ | 1 | $ | 1 | $ | 1 | |||||||||||||||||
| Interest cost on benefit obligation | 21 | 22 | 20 | 23 | 32 | 41 | 7 | 9 | 7 | ||||||||||||||||||||||||||
| Expected return on plan assets | (33 | ) | (37 | ) | (38 | ) | (74 | ) | (74 | ) | (72 | ) | (11 | ) | (14 | ) | (13 | ) | |||||||||||||||||
| Amortization: | |||||||||||||||||||||||||||||||||||
| Net actuarial loss | 15 | 9 | 4 | 33 | 27 | 27 | 21 | 20 | 12 | ||||||||||||||||||||||||||
| Prior service credit | (8 | ) | (7 | ) | (7 | ) | (1 | ) | (1 | ) | (1 | ) | (15 | ) | (17 | ) | (21 | ) | |||||||||||||||||
| Net periodic benefit cost (benefit) | 17 | 8 | 1 | (1 | ) | 3 | 13 | 3 | (1 | ) | (14 | ) | |||||||||||||||||||||||
| Curtailments and settlements | — | — | — | (69 | ) | — | — | — | — | — | |||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | $ | 17 | $ | 8 | $ | 1 | $ | (70 | ) | $ | 3 | $ | 13 | $ | 3 | $ | (1 | ) | $ | (14 | ) | ||||||||||||||
| Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss | |||||||||||||||||||||||||||||||||||
| Net actuarial loss (gain) | $ | 4 | $ | 60 | $ | 57 | $ | (145 | ) | $ | 188 | $ | 51 | $ | (16 | ) | $ | 5 | $ | 31 | |||||||||||||||
| Amortization: | |||||||||||||||||||||||||||||||||||
| Net actuarial loss | (15 | ) | (9 | ) | (4 | ) | (33 | ) | (27 | ) | (27 | ) | (21 | ) | (20 | ) | (12 | ) | |||||||||||||||||
| Prior service credit | 8 | 7 | 7 | 1 | 1 | 1 | 15 | 17 | 21 | ||||||||||||||||||||||||||
| Settlement | — | — | — | (24 | ) | — | — | — | — | — | |||||||||||||||||||||||||
| Curtailment | — | — | — | 1 | — | — | — | — | — | ||||||||||||||||||||||||||
| Foreign currency | — | — | — | 1 | (5 | ) | 24 | — | — | — | |||||||||||||||||||||||||
| Total recognized in other comprehensive (income) loss | (3 | ) | 58 | 60 | (199 | ) | 157 | 49 | (22 | ) | 2 | 40 | |||||||||||||||||||||||
| Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss | $ | 14 | $ | 66 | $ | 61 | $ | (269 | ) | $ | 160 | $ | 62 | $ | (19 | ) | $ | 1 | $ | 26 |
Funded status. As of October 31, 2017 and 2016, the funded status of the defined benefit and post-retirement benefit plans was as follows:
| U.S. Defined Benefit Plans | Non-U.S. Defined Benefit Plans | U.S. Post-Retirement Benefit Plan | |||||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Change in fair value of plan assets: | |||||||||||||||||||||||
| Fair value — beginning of year | $ | 464 | $ | 475 | $ | 1,317 | $ | 1,343 | $ | 171 | $ | 179 | |||||||||||
| Actual return on plan assets | 72 | 16 | 136 | 79 | 26 | 5 | |||||||||||||||||
| Employer contributions | — | — | 34 | 38 | — | 1 | |||||||||||||||||
| Settlements | — | — | (51 | ) | — | — | — | ||||||||||||||||
| Benefits paid | (21 | ) | (27 | ) | (42 | ) | (40 | ) | (15 | ) | (14 | ) | |||||||||||
| Currency impact | — | — | 46 | (103 | ) | — | — | ||||||||||||||||
| Fair value — end of year | $ | 515 | $ | 464 | $ | 1,440 | $ | 1,317 | $ | 182 | $ | 171 | |||||||||||
| Change in benefit obligation: | |||||||||||||||||||||||
| Benefit obligation — beginning of year | $ | 610 | $ | 559 | $ | 1,508 | $ | 1,425 | $ | 214 | $ | 223 | |||||||||||
| Service cost | 22 | 21 | 18 | 19 | 1 | 1 | |||||||||||||||||
| Interest cost | 21 | 22 | 23 | 32 | 7 | 9 | |||||||||||||||||
| Settlements | — | (1 | ) | (142 | ) | — | — | — | |||||||||||||||
| Curtailments | — | — | (12 | ) | — | — | — | ||||||||||||||||
| Actuarial loss (gain) | 43 | 36 | (69 | ) | 192 | (5 | ) | ||||||||||||||||
| Benefits paid | (21 | ) | (27 | ) | (42 | ) | (40 | ) | (15 | ) | (14 | ) | |||||||||||
| Currency impact | — | — | 54 | (120 | ) | — | — | ||||||||||||||||
| Benefit obligation — end of year | $ | 675 | $ | 610 | $ | 1,338 | $ | 1,508 | $ | 207 | $ | 214 | |||||||||||
| Overfunded (Underfunded) status of PBO | $ | (160 | ) | $ | (146 | ) | $ | 102 | $ | (191 | ) | $ | (25 | ) | $ | (43 | ) | ||||||
| Amounts recognized in the consolidated balance sheet consist of: | |||||||||||||||||||||||
| Other assets | $ | — | $ | — | $ | 211 | $ | 12 | $ | — | $ | — | |||||||||||
| Employee compensation and benefits | (1 | ) | (1 | ) | — | — | — | — | |||||||||||||||
| Retirement and post-retirement benefits | (159 | ) | (145 | ) | (109 | ) | (203 | ) | (25 | ) | (43 | ) | |||||||||||
| Net asset (liability)(a) | $ | (160 | ) | $ | (146 | ) | $ | 102 | $ | (191 | ) | $ | (25 | ) | $ | (43 | ) | ||||||
| Amounts recognized in accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Actuarial losses | $ | 135 | $ | 145 | $ | 385 | $ | 586 | $ | 45 | $ | 83 | |||||||||||
| Prior service credits | (11 | ) | (18 | ) | (1 | ) | (3 | ) | (42 | ) | (58 | ) | |||||||||||
| Total | $ | 124 | $ | 127 | $ | 384 | $ | 583 | $ | 3 | $ | 25 |
(a) Certain of our immaterial defined benefit plans are not included in these disclosures.
The amounts in accumulated other comprehensive income expected to be amortized into net periodic benefit cost (benefit) during 2018 are as follows:
| U.S. Defined Benefit Plans | Non-U.S. Defined Benefit Plans | U.S. Post-Retirement Benefit Plan | |||||||||
| (in millions) | |||||||||||
| Amortization of net prior service credit | $ | (7 | ) | $ | (1 | ) | $ | (15 | ) | ||
| Amortization of actuarial net loss | $ | 12 | $ | 25 | $ | 16 |
Investment policies and strategies as of October 31, 2017. In the U.S., our RP and U.S. Post-Retirement Benefit Plan target asset allocations are approximately 70 percent to equities and approximately 30 percent to fixed income investments. Our DPSP target asset allocation is approximately 60 percent to equities and approximately 40 percent to fixed income investments. The general investment objective for all our plan assets is to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumption of a reasonable level of risk. Specific investment objectives for the plans' portfolios are to: maintain and enhance the purchasing power of the plans' assets; achieve investment returns consistent with the level of risk being taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class. Outside of the U.S., our target asset allocation is from 36 to 60 percent to equities, from 40 to 64 percent to fixed income investments, from zero to 20 percent to real estate investments and from zero to 14 percent to cash, depending on the plan. All plans' assets are broadly diversified. Due to fluctuations in capital markets, our actual allocations of plan assets as of October 31, 2017, differ from the target allocation. Our policy is to periodically bring the actual allocation in line with the target allocation.
Equity securities include exchange-traded common stock and preferred stock of companies from broadly diversified industries. Fixed income securities include a portfolio of corporate bonds of companies from diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative instruments and other. Portions of the cash and cash equivalent, equity, and fixed income investments are held in commingled funds.
Fair Value. The measurement of the fair value of pension and post-retirement plan assets uses the valuation methodologies and the inputs as described in Note 12, "Fair Value Measurements."
Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds. The funds also invest in short-term domestic fixed income securities and other securities with debt-like characteristics emphasizing short-term maturities and quality. Cash and cash equivalents are classified as Level 1 investments except when the cash and cash equivalents are held in commingled funds, which have a daily net asset value ("NAV") derived from quoted prices for the underlying securities in active markets; these are classified as assets measured at NAV.
Equity - Some equity securities consisting of common and preferred stock are held in commingled funds, which have daily NAVs derived from quoted prices for the underlying securities in active markets; these are classified as assets measure at NAV. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.
Fixed Income - Some of the fixed income securities are held in commingled funds, which have daily NAVs derived from the underlying securities; these are classified as assets measured at NAV. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.
Other Investments - Other investments include property-based pooled vehicles which invest in real estate. Market NAVs are regularly published in the financial press or on corporate websites and so these investments are classified as Level 3 investments or assets measured at NAV.
The following table presents the fair value of U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2017 and 2016:
| Fair Value Measurement as of October 31, 2017 Using | |||||||||||||||||||
| October 31, 2017 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | 5 | $ | — | $ | 5 | $ | — | $ | — | |||||||||
| Equity | 371 | 114 | 1 | — | 256 | ||||||||||||||
| Fixed income | 139 | 16 | 75 | — | 48 | ||||||||||||||
| Other investments | — | — | — | — | — | ||||||||||||||
| Total assets measured at fair value | $ | 515 | $ | 130 | $ | 81 | $ | — | $ | 304 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
| Fair Value Measurement as of October 31, 2016 Using | |||||||||||||||||||
| October 31, 2016 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | 6 | $ | — | $ | 6 | $ | — | $ | — | |||||||||
| Equity | 337 | 92 | 1 | — | 244 | ||||||||||||||
| Fixed income | 121 | 15 | 68 | — | 38 | ||||||||||||||
| Other investments | — | — | — | — | — | ||||||||||||||
| Total assets measured at fair value | $ | 464 | $ | 107 | $ | 75 | $ | — | $ | 282 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
For U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2017 and 2016.
The following table presents the fair value of U.S. Post-Retirement Benefit Plan assets classified under the appropriate level of the fair value hierarchy as of October 31, 2017 and 2016:
| Fair Value Measurement as of October 31, 2017 Using | |||||||||||||||||||
| October 31, 2017 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | 3 | $ | 1 | $ | 2 | $ | — | $ | — | |||||||||
| Equity | 132 | 41 | — | — | 91 | ||||||||||||||
| Fixed income | 47 | 5 | 25 | — | 17 | ||||||||||||||
| Other investments | — | — | — | — | — | ||||||||||||||
| Total assets measured at fair value | $ | 182 | $ | 47 | $ | 27 | $ | — | $ | 108 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
| Fair Value Measurement as of October 31, 2016 Using | |||||||||||||||||||
| October 31, 2016 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | 3 | $ | 1 | $ | 2 | $ | — | $ | — | |||||||||
| Equity | 122 | 33 | — | — | 89 | ||||||||||||||
| Fixed income | 46 | 6 | 26 | — | 14 | ||||||||||||||
| Other investments | — | — | — | — | — | ||||||||||||||
| Total assets measured at fair value | $ | 171 | $ | 40 | $ | 28 | $ | — | $ | 103 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
For U.S. Post-Retirement Benefit Plan, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2017 and 2016.
The following table presents the fair value of Non-U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2017 and 2016:
| Fair Value Measurement as of October 31, 2017 Using | |||||||||||||||||||
| October 31, 2017 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||
| Equity | 757 | 156 | 2 | — | 599 | ||||||||||||||
| Fixed income | 677 | — | 200 | — | 477 | ||||||||||||||
| Other investments | 6 | — | — | 3 | 3 | ||||||||||||||
| Total assets measured at fair value | $ | 1,440 | $ | 156 | $ | 202 | $ | 3 | $ | 1,079 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
| Fair Value Measurement as of October 31, 2016 Using | |||||||||||||||||||
| October 31, 2016 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Assets Measured at NAV (b) | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Cash and cash equivalents | $ | 36 | $ | 28 | $ | 8 | $ | — | $ | — | |||||||||
| Equity | 660 | 137 | 3 | — | 520 | ||||||||||||||
| Fixed income | 615 | 11 | 240 | — | 364 | ||||||||||||||
| Other investments | 6 | — | — | 3 | 3 | ||||||||||||||
| Total assets measured at fair value | $ | 1,317 | $ | 176 | $ | 251 | $ | 3 | $ | 887 |
(b) Per ASU 2015-07, certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
For Non-U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs (Level 3), the following table summarizes the change in balances during 2017 and 2016:
| Year Ended | |||||||
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Balance, beginning of year | $ | 3 | $ | — | |||
| Realized gains | — | — | |||||
| Unrealized gains/(losses) | — | — | |||||
| Purchases, sales, issuances, and settlements | — | 3 | |||||
| Transfers in (out) | — | — | |||||
| Balance, end of year | $ | 3 | $ | 3 |
The table below presents the combined projected benefit obligation ("PBO"), accumulated benefit obligation ("ABO") and fair value of plan assets, grouping plans using comparisons of the PBO and ABO relative to the plan assets as of October 31, 2017 and 2016:
| 2017 | 2016 | ||||||||||||||
| Benefit Obligation | Fair Value of Plan Assets | Benefit Obligation | Fair Value of Plan Assets | ||||||||||||
| PBO | PBO | ||||||||||||||
| (in millions) | (in millions) | ||||||||||||||
| U.S. defined benefit plans where PBO exceeds the fair value of plan assets | $ | 675 | $ | 515 | $ | 610 | $ | 464 | |||||||
| U.S. defined benefit plans where fair value of plan assets exceeds PBO | — | — | — | — | |||||||||||
| Total | $ | 675 | $ | 515 | $ | 610 | $ | 464 | |||||||
| Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets | $ | 378 | $ | 269 | $ | 1,329 | $ | 1,126 | |||||||
| Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO | 960 | 1,171 | 179 | 191 | |||||||||||
| Total | $ | 1,338 | $ | 1,440 | $ | 1,508 | $ | 1,317 | |||||||
| ABO | ABO | ||||||||||||||
| U.S. defined benefit plans where ABO exceeds the fair value of plan assets | $ | 629 | $ | 515 | $ | 581 | $ | 464 | |||||||
| U.S. defined benefit plans where the fair value of plan assets exceeds ABO | — | — | — | — | |||||||||||
| Total | $ | 629 | $ | 515 | $ | 581 | $ | 464 | |||||||
| Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets | $ | 364 | $ | 269 | $ | 1,290 | $ | 1,126 | |||||||
| Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO | 952 | 1,171 | 171 | 191 | |||||||||||
| Total | $ | 1,316 | $ | 1,440 | $ | 1,461 | $ | 1,317 |
Contributions and estimated future benefit payments. During 2018, we do not expect to contribute to the U.S. Defined Benefit Plans or the U.S. Post-Retirement Benefit Plan, and we expect to contribute $35 million to the Non-U.S. Defined Benefit Plans. The following table presents expected future benefit payments for the next 10 years.
| U.S. Defined Benefit Plans | Non-U.S. Defined Benefit Plans | U.S. Post-Retirement Benefit Plan | |||||||||
| (in millions) | |||||||||||
| 2018 | $ | 32 | $ | 37 | $ | 17 | |||||
| 2019 | $ | 35 | $ | 32 | $ | 18 | |||||
| 2020 | $ | 40 | $ | 37 | $ | 17 | |||||
| 2021 | $ | 46 | $ | 40 | $ | 16 | |||||
| 2022 | $ | 47 | $ | 42 | $ | 16 | |||||
| 2023 - 2027 | $ | 266 | $ | 236 | $ | 73 |
Assumptions. The assumptions used to determine the benefit obligations and expense for our defined benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of equities, fixed income and other investments in proportion to the asset allocations of each of our plans. We consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted) in which we expect our pension and post-retirement funds to be invested. Discount rates reflect the current rate at which pension and post-retirement obligations could be settled based on the measurement dates of the plans - October 31. The U.S. discount rates as of October 31, 2017 and 2016 were determined based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The Non-U.S. discount rates as of October 31, 2017 and 2016 were determined using spot rates along the yield curve to calculate disaggregated discount rates. In addition, we used this method to calculate two components of the periodic benefit cost: service cost and interest cost. The range of assumptions that were used for the Non-U.S. Defined Benefit Plans reflects the different economic environments within various countries.
Assumptions used to calculate the net periodic benefit cost (benefit) for the year ended October 31, 2017 and 2016 were as follows:
| For years ended October 31, | |||
| 2017 | 2016 | ||
| U.S. Defined Benefit Plans: | |||
| Discount rate | 3.50% | 4.00% | |
| Average increase in compensation levels | 3.00% | 3.00% | |
| Expected long-term return on assets | 7.50% | 8.00% | |
| Non-U.S. Defined Benefit Plans: | |||
| Discount rate | 0.40-2.63% | 0.76-3.80% | |
| Average increase in compensation levels | 2.50-3.50% | 2.50-3.50% | |
| Expected long-term return on assets | 4.00-6.50% | 4.00-6.50% | |
| U.S. Post-Retirement Benefits Plan: | |||
| Discount rate | 3.50% | 4.00% | |
| Expected long-term return on assets | 7.50% | 8.00% | |
| Current medical cost trend rate | 6.00% | 7.00% | |
| Ultimate medical cost trend rate | 3.50% | 3.50% | |
| Medical cost trend rate decreases to ultimate rate in year | 2029 | 2028 |
Assumptions used to calculate the benefit obligation as of October 31, 2017 and 2016 were as follows:
| As of the years ended October 31, | ||||
| 2017 | 2016 | |||
| U.S. Defined Benefit Plans: | ||||
| Discount rate | 3.75% | 3.50 | % | |
| Average increase in compensation levels | 3.00% | 3.00 | % | |
| Non-U.S. Defined Benefit Plans: | ||||
| Discount rate | 0.59-2.52% | 0.40-2.63% | ||
| Average increase in compensation levels | 2.50-3.25% | 2.50-3.50% | ||
| U.S. Post-Retirement Benefits Plan: | ||||
| Discount rate | 3.50% | 3.50 | % | |
| Current medical cost trend rate | 6.00% | 6.00 | % | |
| Ultimate medical cost trend rate | 3.50% | 3.50 | % | |
| Medical cost trend rate decreases to ultimate rate in year | 2029 | 2028 |
Health care trend rates do not have a significant effect on the total service and interest cost components or on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the years ended October 31, 2017 and 2016.
| 16. | GUARANTEES |
Standard Warranty
Our standard warranty term for most of our products from the date of delivery is typically three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time related product revenue is recognized.
Activity related to the standard warranty accrual, which is included in other accrued and other long-term liabilities in our consolidated balance sheet, is as follows:
| Year Ended October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Beginning balance | $ | 44 | $ | 53 | |||
| Accruals for warranties, including change in estimates | 33 | 23 | |||||
| Settlements made during the period | (32 | ) | (32 | ) | |||
| Ending balance | 45 | $ | 44 |
| Accruals for warranties due within one year | $ | 24 | $ | 23 | |||
| Accruals for warranties due after one year | 21 | 21 | |||||
| Ending balance at October 31 | $ | 45 | $ | 44 |
During the year ended October 31, 2016, we reduced the standard warranty accrual by $5 million as a result of lower than expected historical warranty charges. This benefit was recognized in the consolidated statement of operations for the year ended October 31, 2016.
Indemnifications to Agilent
In connection with our separation from Agilent, we agreed to indemnify Agilent against certain damages and expenses that it might incur in the future. These indemnifications primarily cover damages relating to liabilities of the electronic measurement business of Agilent which was contributed to Keysight. Additionally, if the distribution of Keysight common stock to the Agilent shareholders were determined to be taxable for U.S. federal income tax purposes, Agilent and its shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. If such determination is the result of our taking or failing to take certain actions, then under the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, we are generally required to indemnify Agilent against such tax liabilities. Pursuant to the agreement pertaining to tax matters, we may also be required to indemnify Agilent for other contingent tax liabilities, which could materially adversely affect our financial position. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2017.
Indemnifications to Avago
In connection with the sale of Agilent's semiconductor products business in December 2005, Agilent agreed to indemnify Avago, its affiliates and other related parties against certain damages and expenses that it might incur in the future. The continuing indemnifications primarily cover damages and expenses relating to liabilities of the businesses that Agilent retained and did not transfer to Avago, as well as pre-closing taxes and other specified items. In connection with our separation from Agilent, we have agreed to indemnify Agilent in connection with the indemnification obligations of Agilent with respect to Avago. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2017.
Indemnifications to Verigy
In connection with the spin-off of Verigy, Agilent agreed to indemnify Verigy and its affiliates against certain damages which it might incur in the future. These indemnifications primarily cover damages relating to liabilities of the businesses that Agilent did not transfer to Verigy, liabilities that might arise under limited portions of Verigy's IPO materials that relate to Agilent, and costs and expenses incurred by Agilent or Verigy to effect the IPO, arising out of the distribution of Agilent's remaining holding in Verigy ordinary shares to Agilent's stockholders, or incurred to effect the separation of the semiconductor test solutions business from Agilent to the extent incurred prior to the separation on June 1, 2006. On July 4, 2011, Verigy announced the completion by Advantest Corporation of its acquisition of Verigy. Verigy operates as a wholly-owned subsidiary of Advantest and Agilent's
indemnification obligations to Verigy should be unaffected. In connection with our separation from Agilent, we have agreed to indemnify Agilent in connection with the indemnification obligations of Agilent with respect to Verigy. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2017.
Indemnifications to HP Inc.
Agilent has given multiple indemnities to HP Inc. ("HP") in connection with Agilent's activities prior to its spin-off from HP for the businesses that constituted Agilent prior to the spin-off. These indemnifications cover a variety of aspects of Agilent's business, including, but not limited to, employee, tax, intellectual property and environmental matters. The agreements containing these indemnifications have been previously disclosed as exhibits to Agilent's registration statement on Form S-1 filed on August 16, 1999. As part of our separation from Agilent, we have agreed to assume these indemnification obligations of Agilent relating to the electronic measurement business with respect to HP. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2017.
Indemnifications to Officers and Directors
Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Keysight and such other entities, including service with respect to employee benefit plans. In addition, we have entered into separate indemnification agreements with each director and each board-appointed officer of Keysight which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in the by-laws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not made payments related to these obligations, and the fair value for these indemnification obligations was not material as of October 31, 2017.
Other Indemnifications
As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products and services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability was not material as of October 31, 2017.
In connection with the previous sales of several of Agilent’s businesses, Agilent agreed to indemnify the buyers of such businesses, their respective affiliates and other related parties against certain damages that they might incur in the future. The continuing indemnifications primarily cover damages relating to liabilities of the businesses that Agilent retained and did not transfer to the buyers, as well as other specified items. In connection with our separation from Agilent, we agreed to assume the indemnification obligations of Agilent to the extent that the retained businesses were part of the electronic measurement business. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2017.
| 17. | COMMITMENTS AND CONTINGENCIES |
Operating Lease Commitments. We lease certain real and personal property from unrelated third parties under non-cancellable operating leases. Future minimum lease payments under operating leases as of October 31, 2017 were $51 million in 2018, $44 million in 2019, $31 million in 2020, $23 million in 2021, $20 million in 2022 and $53 million thereafter. Future minimum sublease income under leases as of October 31, 2017 was $1 million in 2018, $1 million in 2019, $1 million in 2020, $1 million in 2021, $1 million in 2022 and none thereafter. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent expense was $51 million in 2017, $45 million in 2016 and $43 million in 2015.
Capital Lease Commitments. We had capital lease obligations of $4 million and $1 million as of October 31, 2017 and October 31, 2016, respectively. The current portion of the total obligation is included in other accrued liabilities and the remaining long-term portion is included in other long-term liabilities on the consolidated balance sheet. Future minimum lease payments, including
financing charges, under capital leases as of October 31, 2017 were $1 million in 2018, zero in 2019, $1 million in 2020, zero in 2021, $1 million in 2022 and $2 million thereafter. Assets held under capital leases are included in net property, plant, and equipment on the consolidated balance sheet.
Contingencies. We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.
| 18. | DEBT |
Short-Term Debt
Revolving Credit Facility
On February 15, 2017, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”) that replaced our existing $450 million unsecured credit facility dated September 15, 2014. The Revolving Credit Facility provides for a $450 million, five-year unsecured revolving credit facility that will expire on February 15, 2022 and bears interest at an annual rate of LIBOR + 1.30%. In addition, the Revolving Credit Facility permits us to increase the total commitments under this credit facility by up to $150 million in the aggregate on one or more occasions upon request. We may use amounts borrowed under the facility for general corporate purposes. During the year ended October 31, 2017, we borrowed and repaid $182 million of borrowings outstanding under the Revolving Credit Facility. As of October 31, 2017, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the year ended October 31, 2017.
Bridge Facility
On January 30, 2017, we entered into a commitment letter, pursuant to which certain lenders agreed to provide a senior unsecured 364-day bridge loan facility of up to $1.684 billion (“the Bridge Facility”) for the purpose of providing the financing to support Keysight's acquisition of Ixia. Under the terms of commitment letter, the Bridge Facility was automatically terminated upon the Ixia acquisition on April 18, 2017. For the year ended October 31, 2017, we incurred costs in connection with the Bridge Facility of $9 million that were amortized to interest expense.
Long-Term Debt
The following table summarizes the components of our long-term debt:
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| 3.30% Senior Notes due 2019 ($500 face amount less unamortized costs of $2 and $3) | $ | 498 | $ | 497 | |||
| 4.55% Senior Notes due 2024 ($600 face amount less unamortized costs of $4 and $4) | 596 | 596 | |||||
| 4.60% Senior Notes due 2027 ($700 face amount less unamortized costs of $6 and zero) | 694 | — | |||||
| Term loan ($260 face amount less unamortized costs of zero) | 260 | — | |||||
| 2,048 | 1,093 | ||||||
| Less: Current portion of long-term debt | 10 | — | |||||
| Total | $ | 2,038 | $ | 1,093 |
2019 Senior Notes
In October 2014, the company issued an aggregate principal amount of $500 million in senior notes ("2019 Senior Notes"). The 2019 Senior Notes were issued at 99.902 percent of their principal amount. The notes will mature on October 30, 2019, and bear interest at a fixed rate of 3.30 percent per annum. The interest is payable semi-annually on April 30 and October 30 of each year. We incurred issuance costs of $4 million in connection with the 2019 Senior Notes that are being amortized to interest expense over the term of the senior notes.
2024 Senior Notes
In October 2014, the company issued an aggregate principal amount of $600 million in senior notes ("2024 Senior Notes"). The 2024 Senior Notes were issued at 99.966 percent of their principal amount. The notes will mature on October 30, 2024, and bear interest at a fixed rate of 4.55 percent per annum. The interest is payable semi-annually on April 30 and October 30 of each
year. We incurred issuance costs of $5 million in connection with the 2024 Senior Notes that are being amortized to interest expense over the term of the senior notes.
2027 Senior Notes
In April 2017, the company issued an aggregate principal amount of $700 million in senior notes ("2027 Senior Notes"). The 2027 Senior Notes were issued at 99.873 percent of their principal amount. The notes will mature on April 6, 2027 and bear interest at a fixed rate of 4.60 percent per annum. The interest is payable semi-annually on April 6 and October 6 of each year, commencing on October 6, 2017. We incurred issuance costs of $6 million in connection with the 2027 Senior Notes that, along with the debt discount of $1 million, are being amortized to interest expense over the term of the senior notes. The 2027 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.
Senior Unsecured Term Loan
On February 15, 2017, we entered into a term credit agreement that provides for a three-year $400 million senior unsecured term loan that bears interest at an annual rate of LIBOR + 1.50%. The term loan was drawn upon the closing of the Ixia acquisition. During the year ended October 31, 2017, we repaid $140 million of the term loan. As of October 31, 2017, we had borrowings outstanding under the term loan of $260 million, of which $10 million is due in the next twelve months. In connection with the term loan, we incurred issuance costs of $1 million that are being amortized to interest expense over the term of loan.
As of October 31, 2017 and October 31, 2016, we had $26 million and $18 million, respectively, of outstanding letters of credit unrelated to the credit facility that were issued by various lenders.
| 19. | STOCKHOLDERS' EQUITY |
Issuance of Common Stock
In March 2017, we completed a public offering of our common stock and issued 13,142,856 shares for total cash proceeds of $444 million, net of underwriting discounts and offering costs.
Stock Repurchase Program
On February 18, 2016, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $200 million of the company’s common stock. Under the program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date.
For the year ended October 31, 2017, we did not repurchase any shares of common stock under the stock repurchase program. For the year ended October 31, 2016, we repurchased 2.3 million shares of common stock for $62 million. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method.
Accumulated other comprehensive income
The following table summarizes the components of our accumulated other comprehensive loss as of October 31, 2017 and 2016, net of tax effect:
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Unrealized gain on equity securities, net of tax (expense) of $(5) and $(4) | $ | 14 | $ | 10 | |||
| Foreign currency translation, net of tax (expense) of $(63) and $(63) | (39 | ) | (29 | ) | |||
| Unrealized losses on defined benefit plans, net of tax benefit of $82 and $141 | (433 | ) | (596 | ) | |||
| Unrealized losses on derivative instruments, net of tax benefit (expense) of $(2) and $1 | 1 | (3 | ) | ||||
| Total accumulated other comprehensive loss | $ | (457 | ) | $ | (618 | ) |
Changes in accumulated other comprehensive income by component and related tax effects for the years ended October 31, 2017 and 2016 were as follows:
| Net defined benefit pension cost and post retirement plan costs: | |||||||||||||||||||||||
| Unrealized gain on equity securities | Foreign currency translation | Actuarial Losses | Prior service credits | Unrealized gains (losses) on derivatives | Total | ||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| At October 31, 2015 | $ | 21 | $ | (48 | ) | $ | (511 | ) | $ | 65 | $ | (6 | ) | $ | (479 | ) | |||||||
| Other comprehensive income (loss) before reclassifications | (13 | ) | 19 | (244 | ) | — | (7 | ) | (245 | ) | |||||||||||||
| Amounts reclassified out of accumulated other comprehensive income | — | — | 56 | (25 | ) | 12 | 43 | ||||||||||||||||
| Tax (expense) benefit | 2 | — | 53 | 10 | (2 | ) | 63 | ||||||||||||||||
| Other comprehensive income (loss) for the twelve months ended October 31, 2016 | (11 | ) | 19 | (135 | ) | (15 | ) | 3 | (139 | ) | |||||||||||||
| At October 31, 2016 | 10 | (29 | ) | (646 | ) | 50 | (3 | ) | (618 | ) | |||||||||||||
| Other comprehensive income (loss) before reclassifications | 5 | (10 | ) | 177 | (a) | — | 6 | 178 | |||||||||||||||
| Amounts reclassified out of accumulated other comprehensive income | — | — | 69 | (24 | ) | 1 | 46 | ||||||||||||||||
| Tax (expense) benefit | (1 | ) | — | (68 | ) | 9 | (3 | ) | (63 | ) | |||||||||||||
| Other comprehensive income (loss) for the twelve months ended October 31, 2017 | 4 | (10 | ) | 178 | (15 | ) | 4 | 161 | |||||||||||||||
| At October 31, 2017 | $ | 14 | $ | (39 | ) | $ | (468 | ) | $ | 35 | $ | 1 | $ | (457 | ) |
(a) This includes pension curtailment and settlement of $(1) million and $24 million, respectively.
Reclassifications out of accumulated other comprehensive loss for the twelve months ended October 31, 2017 and 2016 were as follows:
| Details about accumulated other comprehensive loss components | Amounts Reclassified from other comprehensive loss | Affected line item in statement of operations | ||||||||
| Year Ended October 31, | ||||||||||
| 2017 | 2016 | |||||||||
| (in millions) | ||||||||||
| Unrealized loss on derivatives | $ | (1 | ) | $ | (12 | ) | Cost of products | |||
| 1 | 4 | Provision for income tax | ||||||||
| — | (8 | ) | Net of Income Tax | |||||||
| Net defined benefit pension cost and post retirement plan costs: | ||||||||||
| Actuarial net loss | (69 | ) | (56 | ) | ||||||
| Prior service benefit | 24 | 25 | ||||||||
| (45 | ) | (31 | ) | Total before income tax | ||||||
| 14 | 8 | Provision for income tax | ||||||||
| (31 | ) | (23 | ) | Net of income tax | ||||||
| Total reclassifications for the period | $ | (31 | ) | $ | (31 | ) |
An amount in parentheses indicates a reduction to income and an increase to the accumulated other comprehensive income.
Reclassifications of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 15, "Retirement Plans and Post Retirement Pension Plans").
| 20. | SEGMENT INFORMATION |
We provide electronic design and test instruments and systems and related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. Related
services include start-up assistance, instrument productivity and application services and instrument calibration and repair. Additionally, we provide test, security and visibility solutions that validate, secure and optimize networks and applications from engineering concept to live deployment. We also offer customization, consulting and optimization services throughout the customer's product life cycle.
In fiscal 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments, Communications Solutions Group (“CSG”), Electronic Industrial Solutions Group (“EISG”), and Services Solutions Group (“SSG”). CSG and EISG are from our previous Measurement Solutions segment, while SSG was formerly reported as the company's Customer Support and Services segment. The new organizational structure continues to include centralized enterprise functions that provide support across the groups. Prior period amounts were revised in 2016 to conform to the presentation. On April 18, 2017, we completed the acquisition of Ixia, which became our fourth reportable segment, the Ixia Solutions Group (“ISG”).
Our operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Segment operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to each segment and to assess performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.
Descriptions of our four reportable segments are as follows:
The Communications Solutions Group serves customers spanning the worldwide commercial communications end market, which includes internet infrastructure, and the aerospace, defense and government end market. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.
The Electronic Industrial Solutions Group provides test and measurement solutions across a broad set of electronic industrial end markets, focusing on high-growth applications in the automotive and energy industry and measurement solutions for semiconductor design and manufacturing, consumer electronics, education and general electronics manufacturing. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.
The Ixia Solutions Group helps customers validate the performance and security resilience of their networks and associated applications. The test, visibility and security products help organizations and their customers strengthen their physical and virtual networks. Enterprises, service providers, network equipment manufacturers, and governments worldwide rely on the group's solutions to validate new products before shipping and secure ongoing operation of their networks with better visibility and security. The group’s product solutions consist of high-performance hardware platforms, software applications, and services, including warranty and maintenance offerings.
The Services Solutions Group provides repair, calibration and consulting services, and remarkets used Keysight equipment. In addition to providing repair and calibration support for Keysight equipment, we also calibrate non-Keysight equipment. The group serves the same markets as Keysight’s Communications Solutions and Electronic Industrial Solutions Groups, providing industry-specific services to deliver complete Keysight solutions and help customers reduce their total cost of ownership for their design and test equipment.
A significant portion of the segments' expenses, other than the Ixia Solutions Group expenses, arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development, legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. The Ixia Solutions Group will not be allocated these charges until integrated into the shared services and infrastructure.
The following tables reflect the results of our reportable segments under our management reporting system. These results are not necessarily in conformity with GAAP. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.
The profitability of each of the segments is measured after excluding share-based compensation expense, restructuring and asset impairment charges, investment gains and losses, interest income, interest expense, acquisition and integration costs, separation and related costs, amortization related to acquisition-related balances and other items as noted in the reconciliations below.
| Communications Solutions Group | Electronic Industrial Solutions Group | Ixia Solutions Group | Services Solutions Group | Total Segments | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Year ended October 31, 2017: | |||||||||||||||||||
| Total net revenue | $ | 1,737 | $ | 836 | $ | 197 | $ | 419 | $ | 3,189 | |||||||||
| Amortization of acquisition-related balances | 1 | — | 59 | — | 60 | ||||||||||||||
| Total segment revenue | $ | 1,738 | $ | 836 | $ | 256 | $ | 419 | $ | 3,249 | |||||||||
| Segment income from operations | $ | 311 | $ | 199 | $ | 42 | $ | 68 | $ | 620 | |||||||||
| Depreciation expense | $ | 52 | $ | 20 | $ | 7 | $ | 13 | $ | 92 | |||||||||
| Year ended October 31, 2016: | |||||||||||||||||||
| Total net revenue | $ | 1,740 | $ | 776 | $ | — | $ | 402 | $ | 2,918 | |||||||||
| Amortization of acquisition-related balances | 12 | — | — | — | 12 | ||||||||||||||
| Total segment revenue | $ | 1,752 | $ | 776 | $ | — | $ | 402 | $ | 2,930 | |||||||||
| Segment income from operations | $ | 314 | $ | 169 | $ | — | $ | 63 | $ | 546 | |||||||||
| Depreciation expense | $ | 53 | $ | 20 | $ | — | $ | 12 | $ | 85 | |||||||||
| Year ended October 31, 2015: | |||||||||||||||||||
| Total net revenue | $ | 1,697 | $ | 758 | $ | — | $ | 401 | $ | 2,856 | |||||||||
| Amortization of acquisition-related balances | 6 | — | — | — | 6 | ||||||||||||||
| Total segment revenue | $ | 1,703 | $ | 758 | $ | — | $ | 401 | $ | 2,862 | |||||||||
| Segment income from operations | $ | 329 | $ | 158 | $ | — | $ | 72 | $ | 559 | |||||||||
| Depreciation expense | $ | 49 | $ | 19 | $ | — | $ | 13 | $ | 81 |
The following table reconciles reportable segments' income from operations to our total enterprise income before taxes:
| Year Ended October 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| (in millions) | |||||||||||
| Total reportable segments' income from operations | $ | 620 | $ | 546 | $ | 559 | |||||
| Share-based compensation expense | (56 | ) | (49 | ) | (55 | ) | |||||
| Restructuring and related costs | (11 | ) | — | (14 | ) | ||||||
| Amortization of acquisition-related balances | (256 | ) | (56 | ) | (23 | ) | |||||
| Acquisition and integration costs | (57 | ) | (18 | ) | (16 | ) | |||||
| Acquisition-related compensation expense | (28 | ) | — | — | |||||||
| Separation and related costs | (20 | ) | (24 | ) | (20 | ) | |||||
| Pension curtailment and settlement gains | 69 | — | — | ||||||||
| Northern California wildfire-related costs | (16 | ) | — | — | |||||||
| Other | (6 | ) | 7 | — | |||||||
| Income from operations, as reported | 239 | 406 | 431 | ||||||||
| Interest income | 7 | 3 | 1 | ||||||||
| Interest expense | (80 | ) | (47 | ) | (46 | ) | |||||
| Other income (expense), net | 13 | 4 | 2 | ||||||||
| Income before taxes, as reported | $ | 179 | $ | 366 | $ | 388 |
Major customers. No customer represented 10 percent or more of our total net revenue in 2017, 2016 or 2015.
The following table presents assets and capital expenditures directly managed by each segment. Unallocated assets primarily consist of cash, cash equivalents, investments, long-term and other receivables and other assets.
| Communications Solutions Group | Electronic Industrial Solutions Group | Ixia Solutions Group | Services Solutions Group | Total Segments | |||||||||||||||
| (in millions) | |||||||||||||||||||
| As of October 31, 2017: | |||||||||||||||||||
| Assets | $ | 1,739 | $ | 799 | $ | 2,063 | $ | 304 | $ | 4,905 | |||||||||
| Capital expenditures | $ | 36 | $ | 15 | $ | 7 | $ | 14 | $ | 72 | |||||||||
| As of October 31, 2016: | |||||||||||||||||||
| Assets | $ | 1,805 | $ | 773 | $ | — | $ | 273 | $ | 2,851 | |||||||||
| Capital expenditures | $ | 50 | $ | 20 | $ | — | $ | 21 | $ | 91 |
The following table reconciles segment assets to our total assets:
| October 31, | |||||||
| 2017 | 2016 | ||||||
| (in millions) | |||||||
| Total reportable segments' assets | $ | 4,905 | $ | 2,851 | |||
| Cash and cash equivalents | 818 | 783 | |||||
| Prepaid expenses | 113 | 92 | |||||
| Other current assets | 7 | 5 | |||||
| Investments | 63 | 55 | |||||
| Long-term and other receivables | 118 | 78 | |||||
| Other | (91 | ) | (68 | ) | |||
| Total assets | $ | 5,933 | $ | 3,796 |
The other category primarily includes pension assets and also represents the difference between how segments report deferred taxes and intangible assets at the initial purchased amount.
The following table presents summarized information for net revenue and long-lived assets by geographic region. Revenues from external customers are generally attributed to countries based upon the location of the Keysight sales representative. Long lived assets consist of property, plant, and equipment, long-term receivables and other long-term assets excluding intangible assets. The rest of the world primarily consists of rest of Asia and Europe.
| United States | China | Japan | Rest of the World | Total | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Net revenue: | |||||||||||||||||||
| Year ended October 31, 2017 | $ | 1,054 | $ | 608 | $ | 338 | $ | 1,189 | $ | 3,189 | |||||||||
| Year ended October 31, 2016 | $ | 1,009 | $ | 572 | $ | 323 | $ | 1,014 | $ | 2,918 | |||||||||
| Year ended October 31, 2015 | $ | 991 | $ | 531 | $ | 311 | $ | 1,023 | $ | 2,856 |
| United States | Japan | Malaysia | UK | Rest of the World | Total | |||||||||||||||||
| (in millions) | ||||||||||||||||||||||
| Long-lived assets: | ||||||||||||||||||||||
| October 31, 2017 | $ | 280 | $ | 234 | $ | 73 | $ | 106 | $ | 126 | $ | 819 | ||||||||||
| October 31, 2016 | $ | 259 | $ | 176 | $ | 76 | $ | 45 | $ | 42 | $ | 598 |
| 21. | IMPACT OF NORTHERN CALIFORNIA WILDFIRES |
During the week of October 8, 2017, wildfires in northern California adversely impacted the Keysight corporate headquarters site in Santa Rosa, CA. Our headquarters was under mandatory evacuation for more than three weeks, and while direct damage to our core facilities was limited, our buildings did experience some smoke and other fire-related impacts. Cleaning and additional restoration efforts are ongoing in both production and non-production areas of the site. To ensure business continuity, the company has leased temporary office space that will support Santa Rosa employees who are not immediately re-occupying the site. Keysight
is insured for the damage caused by the fire, including business interruption insurance, and though we do not expect the fire to have a net impact on our business results, the disruption will impact the seasonality of revenue in the first half of fiscal 2018.
For the three and twelve months ended October 31, 2017, we recognized costs of $16 million, net of $2 million of estimated insurance recovery, including the write-off of damaged fixed assets, unabsorbed overhead costs, cleaning and other direct costs related to the impact of this event.
A summary of the net charges in the consolidated statement of operations resulting from the impact of the fire is shown below:
| Year Ended October 31, 2017 | |||
| (in millions) | |||
| Cost of products and services | $ | 5 | |
| Research and development | 1 | ||
| Selling, general and administrative | 8 | ||
| Other operating expense (income), net | 2 | ||
| Total | $ | 16 |
As we are still in the investigation phase, we have only recognized an insurance receivable for known losses for which we believe insurance reimbursement is probable in excess of our self-insured retention amount of $10 million. In many cases, our insurance coverage exceeds the amount of these covered losses, but no gain contingencies have been recognized as our ability to realize those gains remains uncertain for financial reporting purposes. We currently estimate that total losses and expenses related to the fire will range from $80 million to $110 million, primarily including cleaning and recovery costs, and believe that the expenses will be recoverable under our insurance policy. There may be a difference in timing of costs incurred and the related insurance reimbursement.
QUARTERLY SUMMARY
(Unaudited)
| Three Months Ended | |||||||||||||||
| January 31, | April 30, | July 31, | October 31, | ||||||||||||
| (in millions, except per share data) | |||||||||||||||
| 2017 | |||||||||||||||
| Net revenue | $ | 726 | $ | 753 | $ | 832 | $ | 878 | |||||||
| Gross profit | $ | 404 | $ | 413 | $ | 411 | $ | 474 | |||||||
| Income (loss) from operations | $ | 162 | $ | 42 | $ | (4 | ) | $ | 39 | ||||||
| Net income (loss) | $ | 109 | $ | 49 | $ | (18 | ) | $ | (38 | ) | |||||
| Net income (loss) per share: | |||||||||||||||
| Basic | $ | 0.64 | $ | 0.28 | $ | (0.10 | ) | $ | (0.20 | ) | |||||
| Diluted | $ | 0.63 | $ | 0.27 | $ | (0.10 | ) | $ | (0.20 | ) | |||||
| Weighted average shares used in computing net income (loss) per share: | |||||||||||||||
| Basic | 171 | 177 | 186 | 186 | |||||||||||
| Diluted | 173 | 179 | 186 | 186 | |||||||||||
| Range of stock prices on NYSE | 31.81 - 38.28 | 35.05 - 39.36 | 35.62 - 42.98 | 39.21 - 44.79 | |||||||||||
| 2016 | |||||||||||||||
| Net revenue | $ | 721 | $ | 731 | $ | 715 | $ | 751 | |||||||
| Gross profit | $ | 392 | $ | 406 | $ | 406 | $ | 420 | |||||||
| Income from operations (a) | $ | 98 | $ | 95 | $ | 106 | $ | 107 | |||||||
| Net income | $ | 64 | $ | 88 | $ | 91 | $ | 92 | |||||||
| Net income per share: | |||||||||||||||
| Basic | $ | 0.37 | $ | 0.52 | $ | 0.54 | $ | 0.54 | |||||||
| Diluted | $ | 0.37 | $ | 0.51 | $ | 0.53 | $ | 0.53 | |||||||
| Weighted average shares used in computing net income per share: | |||||||||||||||
| Basic | 171 | 170 | 170 | 170 | |||||||||||
| Diluted | 172 | 172 | 172 | 172 | |||||||||||
| Range of stock prices on NYSE | 22.15 - 33.48 | 21.07 - 28.39 | 25.49 - 31.87 | 26.87 - 33.14 |
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure